Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entry Registrant Name | Coinbase Global, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4707224 | |
Title of 12(b) Security | Class A common stock, $0.00001 par value per share | |
Trading Symbol | COIN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001679788 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,790,421 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 66,871,716 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,983,318 | $ 1,061,850 |
Restricted cash | 30,841 | 30,787 |
Customer custodial funds | 6,291,776 | 3,763,392 |
USDC | 102,118 | 48,938 |
Accounts and loans receivable, net of allowance | 208,828 | 189,471 |
Prepaid expenses and other current assets | 55,662 | 39,510 |
Total current assets | 8,672,543 | 5,133,948 |
Crypto assets held | 651,356 | 316,094 |
Lease right-of-use assets | 110,791 | 100,845 |
Property and equipment, net | 50,331 | 49,250 |
Goodwill | 481,379 | 77,212 |
Intangible assets, net | 93,032 | 60,825 |
Other non-current assets | 141,680 | 117,240 |
Total assets | 10,201,112 | 5,855,414 |
Current liabilities: | ||
Custodial funds due to customers | 6,223,846 | 3,849,468 |
Accounts payable and accrued expenses | 373,955 | 85,111 |
Crypto asset borrowings | 543,820 | 271,303 |
Lease liabilities, current | 29,695 | 25,270 |
Other current liabilities | 84,832 | 15,703 |
Total current liabilities | 7,256,148 | 4,246,855 |
Lease liabilities, non-current | 88,519 | 82,508 |
Total liabilities | 7,344,667 | 4,329,363 |
Commitments and contingencies (Note 16) | ||
Convertible preferred stock, $0.00001 par value; 126,605 shares authorized; 112,407 and 112,878 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $568,320 and $578,750 at March 31, 2021 and December 31, 2020, respectively | 552,037 | 562,467 |
Stockholders’ equity | ||
Additional paid-in capital | 804,523 | 231,024 |
Accumulated other comprehensive income | 2,118 | 6,256 |
Retained earnings | 1,497,767 | 726,304 |
Total stockholders’ equity | 2,304,408 | 963,584 |
Total liabilities, convertible preferred stock, and stockholders’ equity | 10,201,112 | 5,855,414 |
Class A common stock | ||
Stockholders’ equity | ||
Common stock | 0 | 0 |
Class B common stock | ||
Stockholders’ equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Shares Authorized (in shares) | 126,605,000 | 126,605,000 |
Shares Issued (in shares) | 112,407,000 | 112,878,000 |
Shares Outstanding (in shares) | 112,407,000 | 112,878,000 |
Liquidation Preference | $ 568,320 | $ 578,750 |
Common stock, par value (in dollars per share) | $ 0.00001 | |
Common stock, authorized (in shares) | 490,413,936 | |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 282,000,000 | 267,640,000 |
Common stock, issued (in shares) | 19,385,000 | 12,204,000 |
Common stock, outstanding (in shares) | 19,385,000 | 12,204,000 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 208,413,936 | 208,414,000 |
Common stock, issued (in shares) | 66,281,000 | 60,904,000 |
Common stock, outstanding (in shares) | 66,281,000 | 60,904,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 1,801,112 | $ 190,630 |
Operating expenses: | ||
Transaction expense | 234,066 | 25,407 |
Technology and development | 184,225 | 47,138 |
Sales and marketing | 117,990 | 9,921 |
General and administrative | 121,231 | 58,958 |
Other operating expense | 155,887 | 10,431 |
Total operating expenses | 813,399 | 151,855 |
Operating income | 987,713 | 38,775 |
Other (income) expense, net | (8,953) | 3,866 |
Income before provision for income taxes | 996,666 | 34,909 |
Provision for income taxes | 225,203 | 2,936 |
Net income | 771,463 | 31,973 |
Net income attributable to common stockholders: | ||
Basic | 301,896 | 0 |
Diluted | $ 387,719 | $ 0 |
Net income per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 3.80 | $ 0 |
Diluted (in dollars per share) | $ 3.05 | $ 0 |
Weighted-average shares of common stock used to compute net income per share attributable to common stockholders: | ||
Basic (in shares) | 79,373,000 | 66,957,000 |
Diluted (in shares) | 126,996,000 | 66,957,000 |
Transaction and Subscription and services revenue | ||
Revenue: | ||
Revenue | $ 1,596,981 | $ 179,082 |
Other Crypto Sales | ||
Revenue: | ||
Revenue | $ 204,131 | $ 11,548 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 771,463 | $ 31,973 |
Other comprehensive loss | ||
Translation adjustment, net of tax | (4,138) | (811) |
Comprehensive income | $ 767,325 | $ 31,162 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2019 | 114,959,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 564,697 | |||||
Ending balance (in shares) at Mar. 31, 2020 | 114,959,000 | |||||
Ending balance at Mar. 31, 2020 | $ 564,697 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 66,994,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 497,086 | $ 93,820 | $ (721) | $ 403,987 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 58,000 | |||||
Issuance of common stock upon exercise of stock options, net of repurchases | 485 | 485 | ||||
Stock-based compensation expense | 9,180 | 9,180 | ||||
Comprehensive loss | (811) | (811) | ||||
Net income | 31,973 | 31,973 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 67,052,000 | |||||
Ending balance at Mar. 31, 2020 | $ 537,913 | 103,485 | (1,532) | 435,960 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 112,878,000 | 112,878,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 562,467 | $ 562,467 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of preferred stock (in shares) | (471,000) | 471,000 | ||||
Conversion of preferred stock | $ 10,430 | $ (10,430) | 10,430 | |||
Ending balance (in shares) at Mar. 31, 2021 | 112,407,000 | 112,407,000 | ||||
Ending balance at Mar. 31, 2021 | $ 552,037 | $ 552,037 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 73,108,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 963,584 | 231,024 | 6,256 | 726,304 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options, net of repurchases (in shares) | 7,918,000 | 7,910,000 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases | $ 39,580 | 39,580 | ||||
Stock-based compensation expense | 105,376 | 105,376 | ||||
Issuance of equity instruments as consideration in business combination (in shares) | 3,584,000 | |||||
Issuance of equity instruments as consideration in business combination | 417,680 | 417,680 | ||||
Conversion of preferred stock (in shares) | (471,000) | 471,000 | ||||
Conversion of preferred stock | 10,430 | $ (10,430) | 10,430 | |||
Issuance of shares from exercise of warrants (in shares) | 412,000 | |||||
Issuance of shares from exercise of warrants | 433 | 433 | ||||
Issuance of common stock upon settlement of restricted stock units (RSUs) (in shares) | 181,000 | |||||
Comprehensive loss | (4,138) | (4,138) | ||||
Net income | 771,463 | 771,463 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 85,666,000 | |||||
Ending balance at Mar. 31, 2021 | $ 2,304,408 | $ 804,523 | $ 2,118 | $ 1,497,767 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 771,463 | $ 31,973 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 10,922 | 6,894 |
Impairment expense | 841 | 268 |
Stock-based compensation expense | 104,628 | 8,772 |
Provision for transaction losses and doubtful accounts | 2,503 | 254 |
Loss on disposal of property and equipment | 11 | 0 |
Deferred income taxes | 36 | 7,637 |
Unrealized (gain) loss on foreign exchange | (2,869) | 4,409 |
Non-cash lease expense | 9,050 | 5,818 |
Gain on investments | (9,257) | 0 |
Change in fair value of contingent consideration | 0 | (401) |
Realized (gain) loss on crypto assets | (32,769) | 303 |
Crypto assets received as revenue | (180,109) | (10,711) |
Crypto asset payments for expenses | 154,989 | 2,781 |
Fair value adjustment on derivatives | (2,800) | 0 |
Changes in operating assets and liabilities: | ||
USDC | (64,064) | 38,874 |
Accounts and loans receivable | (11,976) | (12,783) |
Income taxes, net | 238,486 | (12,726) |
Other assets | (34,587) | 10,779 |
Custodial funds due to customers | 2,355,138 | 386,668 |
Accounts payable and accrued expenses | 45,180 | 6,952 |
Lease liabilities | (8,568) | (5,670) |
Other liabilities | 65,517 | 208 |
Net cash provided by operating activities | 3,411,765 | 470,299 |
Cash flows from investing activities | ||
Purchase of property and equipment | (18) | (2,393) |
Proceeds from sale of property and equipment | 48 | 0 |
Capitalized internal-use software development costs | (4,388) | (1,926) |
Business combination, net of cash acquired | (16,525) | 0 |
Purchase of investments | (9,203) | (2,248) |
Purchase of crypto assets | (553,012) | (60,160) |
Disposal of crypto assets | 545,188 | 61,187 |
Net cash used in investing activities | (37,910) | (5,540) |
Cash flows from financing activities | ||
Issuance of common stock upon exercise of stock options, net of repurchases | 59,387 | 432 |
Issuance of shares from exercise of warrants | 433 | 0 |
Net cash provided by financing activities | 59,820 | 432 |
Net increase in cash, cash equivalents, and restricted cash | 3,433,675 | 465,191 |
Effect of exchange rates on cash | 16,231 | (10,875) |
Cash, cash equivalents, and restricted cash, beginning of period | 4,856,029 | 1,784,417 |
Cash, cash equivalents, and restricted cash, end of period | 8,305,935 | 2,238,733 |
Cash, cash equivalents, and restricted cash consisted of the following: | ||
Total cash, cash equivalents, and restricted cash | 8,305,935 | 2,238,733 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for income taxes | 0 | 550 |
Operating cash outflows for amounts included in the measurement of operating lease liabilities | 7,490 | 7,123 |
Supplemental schedule of non-cash investing and financing activities | ||
Unsettled purchases of property and equipment | 0 | 7,607 |
Right-of-use assets obtained in exchange for operating lease obligations | 13,072 | 2,146 |
Purchase of crypto assets and investments with non-cash consideration | 885 | 851 |
Crypto assets borrowed | 9,158 | 0 |
Crypto assets borrowed repaid | $ 16,437 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Coinbase, Inc. was founded in 2012. In April 2014, in connection with a corporate reorganization, Coinbase, Inc. became a wholly-owned subsidiary of Coinbase Global, Inc. (together with its consolidated subsidiaries, the “Company”). The Company operates globally and is a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy. The Company offers retail users the primary financial account for the cryptoeconomy, institutions a state of the art marketplace with a deep pool of liquidity for transacting in crypto assets, and ecosystem partners technology and services that enable them to build crypto-based applications and securely accept crypto assets as payment. In May 2020, the Company became a remote-first company. Accordingly, the Company does not maintain a headquarters. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying condensed consolidated financial statements for the three months ended March 31, 2021 and March 31, 2020 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), on the same basis as the audited consolidated financial statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair statement of the Company’s results of operations and statements of cash flows for the three months ended March 31, 2021 and March 31, 2020. The unaudited condensed consolidated results of operations and cash flows for the three months ended March 31, 2021 and March 31, 2020 are not necessarily indicative of the results to be expected for the full year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 14, 2021 (the “Prospectus”). These accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company’s subsidiaries are entities in which the Company holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. Certain subsidiaries of the Company have a basis of presentation different from GAAP. For the purposes of these unaudited condensed consolidated financial statements, the basis of presentation of such subsidiaries is converted to GAAP. All intercompany accounts and transactions have been eliminated. There were no changes to the significant accounting policies or recent accounting pronouncements that were disclosed in Note 2, “Summary of significant accounting policies” to the audited consolidated financial statements included in the Prospectus, other than as discussed below. Use of estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions include the determination of the recognition, measurement, and valuation of current and deferred income taxes; the fair value of stock-based awards issued; the useful lives of intangible assets; the useful lives of property and equipment; the Company’s incremental borrowing rate; the fair value of assets acquired and liabilities assumed in business combinations; the fair value of derivatives and related hedges; and loss provisions. Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Acquisition-related costs incurred by the Company are recognized as an expense in general and administrative expenses within the consolidated statements of operations. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, and to the extent that the value was not previously finalized, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information about facts and circumstance that existed at the date of acquisition and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Accounts and loans receivable and allowance for doubtful accounts Accounts and loans receivables are contractual rights to receive cash either on demand or on fixed or determinable dates, and are recognized as an asset on the Company’s balance sheet. Accounts and loans receivable consists of customer funds receivable, in-transit funds receivable, custodial fee revenue receivable, loans receivable, interest receivable, and other receivables. Customer funds receivable, including in-transit funds receivable, represent settlements due for crypto assets delivered to customers and from third-party payment processors and banks for settled customer transactions. Customer funds receivable are typically received within one or two business days of the transaction date. The Company establishes withdrawal-based limits in order to mitigate potential losses by preventing customers from withdrawing the crypto asset to an external blockchain address until the payment settles. Custodial fee revenue receivable represents the fee earned and receivable by the Company for providing a dedicated secure cold storage solution to customers. The fee is based on a contractual percentage of the daily value of assets under custody and is collected on a monthly basis. Such custodial fee revenue income is included in the net revenue in the consolidated statements of operations. Loans receivable represent cash and USDC loans made to users. These loans are collateralized with crypto assets held by those users in their crypto asset wallet on the Company’s platform. Loans receivable are subsequently measured at amortized cost. Concentration of credit risk The Company’s cash, cash equivalents, restricted cash, customer custodial funds, and accounts and loans receivable are potentially subject to concentration of credit risk. Cash, cash equivalents, restricted cash, and customer custodial funds are placed with financial institutions which are of high credit quality. The Company invests cash, cash equivalents, and customer accounts primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company also holds cash at crypto trading venues and performs a regular assessment of these crypto trading venues as part of its risk management process. The Company held $102.1 million and $48.9 million of USDC as of March 31, 2021 and December 31, 2020, respectively. The underlying U.S. dollars are held by the issuer at federally insured U.S. depository institutions and in approved investments on behalf of, and for the benefit of, holders of USDC. As of March 31, 2021, no customer accounted for more than 10% of the Company’s accounts and loans receivable. As of December 31, 2020, two customers accounted for more than 10% of the Company’s accounts and loans receivable. One customer had fiat of $45.0 million transferred to their platform account prior to December 31, 2020, but the Company had not yet settled the transaction by collecting payment. The Company had extended $20.5 million of post trade credit to the second customer as of December 31, 2020. As these customers had transferred or were in the process of transferring funds to their portfolio equal to or in excess of the crypto assets purchased, the Company did not record an allowance for doubtful accounts. As of March 31, 2021, the Company had two payment processors and one bank partner account representing 12%, 9% and 9% of accounts and loans receivable, respectively. As of December 31, 2020, the Company had one payment processor and two bank partner accounts representing 7%, 8%, and 7% of accounts and loans receivable, respectively. During the three months ended March 31, 2021 and March 31, 2020, no customer accounted for more than 10% of total revenue. Recent accounting pronouncements Recently adopted accounting pronouncements On June 16, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The Company adopted the standard on January 1, 2021 using the modified retrospective approach. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements, as the Company’s receivables are either fully collateralized or are short term in nature and therefore less susceptible to risks and uncertainty of credit losses over extended periods of time. On August 29, 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The Company adopted the standard on January 1, 2021 using the prospective transition approach. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. On December 18, 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes , as part of its overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other things, the new guidance simplifies intraperiod tax allocation and reduces the complexity in accounting for income taxes with year-to-date losses in interim periods. The Company adopted the standard on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS2021 Acquisitions Bison Trails On February 8, 2021, the Company completed the acquisition of Bison Trails Co. (“Bison Trails”) by acquiring all issued and outstanding common stock and stock options of Bison Trails. Bison Trails is a platform-as-a-service company that provides a suite of easy-to-use crypto infrastructure products and services on multiple blockchains to custodians, exchanges and funds. Prior to the acquisition, the Company held a minority ownership stake in Bison Trails, which was accounted for as a cost method investment. In accordance with Accounting Standards Codification 805, Business Combinations, the acquisition was accounted for as a business combination achieved in stages under the acquisition method. Accordingly, the cost method investment was remeasured to fair value as of the acquisition date. The Company considered multiple factors in determining the fair value of the previously held cost method investment, including the price negotiated with the selling shareholders and current trading multiples for comparable companies. Based on this analysis, the Company recognized an $8.8 million gain on remeasurement, which was recorded in other (income) expense, net in the condensed consolidated statement of operations for the three months ended March 31, 2021. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, none of which is expected to be deductible for tax purposes. The final allocation of purchase consideration to assets and liabilities remains in process as the Company continues to evaluate certain balances, estimates, and assumptions during the measurement period (up to one year from the acquisition date). Any changes in the fair value of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The total preliminary consideration transferred in the acquisition was $457.3 million, consisting of the following (in thousands): Common stock of the Company $ 389,314 Previously held interest on acquisition date 10,863 Cash 28,726 Replacement of Bison Trails options 28,365 Total purchase consideration $ 457,268 Included in the purchase consideration are 496,434 shares of the Company’s Class A common stock that are subject to an indemnity holdback. These shares will be released 18 months after the closing date of the transaction. The results of operations and the provisional fair values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements as of the date of acquisition. The following table summarizes the estimated fair values of assets acquired and liabilities assumed using a cost based approach (in thousands): Cash and cash equivalents $ 12,201 Crypto assets held 5,177 Accounts and loans receivable, net of allowance 2,323 Prepaid expenses and other current assets 122 Intangible assets 39,100 Goodwill 404,167 Other non-current assets 1,221 Lease right-of-use assets 808 Total assets $ 465,119 Accounts payable and accrued expenses $ 2,446 Lease liabilities 808 Other liabilities 4,597 Total liabilities $ 7,851 Net assets acquired $ 457,268 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in years) Developed technology $ 36,000 3 In process research and development ("IPR&D") 1,200 N/A User base 1,900 3 The intangible assets will be amortized on a straight-line basis over their respective useful lives to technology and development for developed technology and general and administrative for user base. Amortization of the IPR&D will be recognized in developed technology once the research and development is placed into service as internally developed software. Management applied significant judgement in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to development costs and profit, costs to recreate customer relationships, market participation profit, and opportunity cost. Total acquisition costs of $3.7 million were incurred related to the acquisition, which were recognized as an expense and included in general and administrative expenses in the consolidated statements of operations. Tagomi On July 31, 2020, the Company completed the acquisition of Tagomi Holdings, Inc. (“Tagomi”), by acquiring all issued and outstanding shares of common stock and stock options of Tagomi. Tagomi is an institutional brokerage for crypto assets and offers an end-to-end brokerage solution that caters to sophisticated traders and institutions. Tagomi operates an advanced trading platform which pools liquidity from multiple venues to offer efficient pricing, algorithmic trading, a suite of prime services (including delayed settlement and borrowing and lending of fiat currency and crypto assets), and a flexible account hierarchy and operational processes that meet the needs of institutional clients. The total preliminary consideration transferred in the acquisition was $41.8 million, consisting of the following (in thousands): Common stock of the Company $ 30,589 Replacement of Tagomi options and warrants 760 Cash 1,906 Settlement of pre-existing receivable 8,537 Total purchase consideration $ 41,792 The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 13,777 Customer custodial funds 19,837 Crypto assets held 5,687 Accounts and loans receivable, net of allowance 5,795 Prepaid expenses and other current assets 633 Intangible assets 7,350 Goodwill 22,516 Other non-current assets 1,611 Total assets $ 77,206 Custodial funds due to customers $ 20,787 Accounts payable and accrued expenses 5,953 Crypto borrowings 8,674 Total liabilities $ 35,414 Net assets acquired $ 41,792 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill of $22.5 million, which is not deductible for tax purposes. The goodwill balance is primarily attributed to the market presence, synergies, and the use of purchased technology to develop future products and technologies. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in years) Developed technology $ 6,600 3 Customer relationships 400 5 Licenses 350 Indefinite The developed technology, customer relationships, and licenses represents the estimated fair value of Tagomi’s trading platform, existing relationships with customers, and money transmitter licenses held, respectively. Total acquisition costs of $1.1 million were incurred related to the acquisition, which were recognized as an expense and included in general and administrative expenses in the consolidated statements of operations. A related party of the Company was a prior equity holder of Tagomi, and as a result of the acquisition, was entitled to receive up to 264,527 shares of the Company’s Class A common stock. The impact of this acquisition was considered immaterial to both the current and prior periods of the Company’s consolidated financial statements and pro forma financial information has not been provided. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company primarily generates revenue through transaction fees charged on the platform. The following table presents revenue of the Company disaggregated by revenue source (in thousands): Three Months Ended March 31, 2021 2020 Net revenue Transaction revenue Retail, net $ 1,455,171 $ 162,002 Institutional 85,409 9,989 Total transaction revenue 1,540,580 171,991 Subscription and services revenue Custodial fee revenue 23,451 2,712 Staking revenue 10,294 1,449 Earn campaign revenue 11,111 — Interest income 3,320 2,559 Other subscription and services revenue 8,225 371 Total subscription and services revenue 56,401 7,091 Total net revenue $ 1,596,981 $ 179,082 Other revenue Crypto asset sales revenue $ 203,799 $ 9,860 Corporate interest income 332 1,688 Total other revenue $ 204,131 $ 11,548 Total revenue $ 1,801,112 $ 190,630 Transaction revenue Retail transaction revenue represents transaction fees earned from customers that are primarily individuals, while institutional transaction revenue represents transaction fees earned from institutional customers, such as hedge funds, family offices, principal trading firms, and financial institutions on the institutional platform. The Company’s service is comprised of a single performance obligation to provide a crypto asset matching service when customers buy, sell, or convert crypto assets on the platform. That is, the Company is an agent in transactions between customers and presents revenue for the fees earned on a net basis. Judgment is required in determining whether the Company is the principal or the agent in transactions between customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset provided before it is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the crypto asset to the customer (net). The Company does not control the crypto asset being provided before it is transferred to the buyer, does not have inventory risk related to the crypto asset, and is not responsible for the fulfillment of the crypto asset. The Company also does not set the price for the crypto asset as the price is a market rate established by the platform. As a result, the Company acts as an agent in facilitating the ability for a customer to purchase crypto assets from another customer. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided. The Company charges a fee at the transaction level. The transaction price, represented by the trading fee, is calculated based on volume and may vary depending on payment type and the value of the transaction. Crypto asset purchase or sale transactions executed by a customer on the Company’s platform include tiered pricing, based primarily on transaction volume. The fee rate charged per transaction is adjusted up or down if the volume processed for a specific historical period meets established thresholds. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction. The transaction price includes estimates for reductions in revenue from transaction fee reversals that may not be recovered from customers. Such reversals occur when the customer disputes a transaction processed on their credit card or their bank account for a variety of reasons and seeks to have the charge reversed after the Company has processed the transaction. These amounts are estimated based upon the most likely amount of consideration to which the Company will be entitled. All estimates are based on historical experience and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. All estimates of variable consideration are reassessed periodically. The total transaction price is allocated to the single performance obligation. While the Company recognizes transaction fee reversals due to transaction reversals as a reduction of net revenue, crypto asset losses due to transaction reversals are included in transaction expense. Custodial fee revenue The Company provides a dedicated secure cold storage solution to customers and earns a fee, which is based on a contractual percentage of the daily value of assets under custody. The fee is collected on a monthly basis. These contracts typically have one performance obligation which is provided and satisfied over the term of the contracts as customers simultaneously receive and consume the benefits of the services. The contract may be terminated by a customer at any time, without incurring a penalty. Customers are billed on the last day of the month during which services were provided, with the amounts being due within thirty days of receipt of the invoice. Amounts receivable from customers for custodial fee revenue, net of allowance, were $12.9 million and $4.4 million as of March 31, 2021 and December 31, 2020, respectively. The allowance recognized against these fees was not material for any of the periods presented. Staking revenue The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are available for transfer. Revenue is measured based on the number of tokens received and the fair value of the token at the date of recognition. Earn campaign revenue The Company provides a platform for crypto asset issuers, the customer, to engage with the Company’s retail users and teach them about new crypto assets through the use of educational tools, videos, and tutorials. In exchange for completing a task, such as watching the video or downloading an application, retail users may be eligible to receive crypto assets from the crypto asset issuer. The Company is the agent with respect to the delivery of the crypto assets. The Company earns a commission from the crypto asset issuer based on the amount of crypto assets that are distributed to users. Interest income and corporate interest income The Company holds customer custodial funds and cash and cash equivalents at certain third-party banks which earn interest. Interest income is calculated using the interest method and is not within the scope of Topic 606 – Revenue from Contracts with Customers. Interest earned on customer custodial funds is included in interest income within subscription and services revenue. Interest earned on cash and cash equivalents is included in corporate interest income, within other revenue. Other subscription and services revenue Other subscription and services revenue primarily includes revenue from early stage services being offered by the Company, such as subscription license revenue. Generally, contracts with customers of early stage products contain one performance obligation, do not have variable consideration, and are satisfied at a point in time or over the period that services are provided. Other revenue Other revenue includes the sale of crypto assets and corporate interest income. Periodically, as an accommodation to customers, the Company may fulfill customer transactions using the Company’s own crypto assets. The Company has custody and control of the crypto assets prior to the sale to the customer and records revenue at the point in time when the sale to the customer is processed. Accordingly, the Company records the total value of the sale in other revenue and the cost of the crypto assets in other operating expense within the consolidated statements of operations. The cost of crypto assets used in fulfilling customer transactions was $186.3 million and $10.2 million for the three months ended March 31, 2021 and March 31, 2020, respectively. Related party transactions Certain of the Company’s directors, executive officers, and principal owners, including immediate family members, are users of the Company’s platform. Fees charged to these users are on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances. The Company recognized revenue with related parties of $5.3 million and $0.6 million for the three months ended March 31, 2021 and March 31, 2020, respectively. As of each of March 31, 2021 and December 31, 2020, amounts receivable from related parties was $2.4 million and $0.6 million, respectively. Revenue by geographic location In the table below are the revenues disaggregated by geography, based on domicile of the client or booking location, as applicable (in thousands): Three Months Ended March 31, 2021 2020 United States $ 1,465,436 $ 142,187 Rest of the World (1) 335,676 48,443 Total revenue $ 1,801,112 $ 190,630 __________________ (1) No other individual country accounted for more than 10% of total revenue |
ACCOUNTS AND LOANS RECEIVABLE
ACCOUNTS AND LOANS RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS AND LOANS RECEIVABLE | ACCOUNTS AND LOANS RECEIVABLE Accounts and loans receivable, net of allowance consisted of the following (in thousands): March 31, December 31, 2021 2020 Customer funds receivable $ 33,570 $ 67,926 In-transit customer receivables 87,416 90,571 Custodial fee revenue receivable 13,059 4,636 Loans receivable (1) 53,046 6,790 Interest and other receivables 26,400 21,709 Allowance for doubtful accounts (2) (4,663) (2,161) Total accounts and loans receivable, net of allowance $ 208,828 $ 189,471 __________________ (1) The fair value of collateral held as security exceeded the outstanding loans receivable as of March 31, 2021 and December 31, 2020, so no allowance was recorded. (2) Includes provision for transaction losses of $3.3 million and $1.3 million as of March 31, 2021 and December 31, 2020, respectively. Loans receivable As of March 31, 2021 and December 31, 2020, the Company had granted cash and USDC loans to consumer users with an outstanding balance of $53 million and $6.8 million, respectively. The related interest receivable on the above loans as of March 31, 2021 and December 31, 2020, was $0.2 million and $0.04 million, respectively. The amounts loaned are collateralized with the crypto assets held by the borrower in their crypto asset wallet on the Company’s platform. The Company does not have the right to use such collateral unless the borrower defaults on the loans. The Company’s credit exposure is significantly limited and no allowance was recorded against these loans receivables. Loans receivables are measured at amortized cost. The carrying value of the loans approximates their fair value. As of March 31, 2021 and December 31, 2020, there were no loans receivables past due. |
ACCOUNTS AND LOANS RECEIVABLE | ACCOUNTS AND LOANS RECEIVABLE Accounts and loans receivable, net of allowance consisted of the following (in thousands): March 31, December 31, 2021 2020 Customer funds receivable $ 33,570 $ 67,926 In-transit customer receivables 87,416 90,571 Custodial fee revenue receivable 13,059 4,636 Loans receivable (1) 53,046 6,790 Interest and other receivables 26,400 21,709 Allowance for doubtful accounts (2) (4,663) (2,161) Total accounts and loans receivable, net of allowance $ 208,828 $ 189,471 __________________ (1) The fair value of collateral held as security exceeded the outstanding loans receivable as of March 31, 2021 and December 31, 2020, so no allowance was recorded. (2) Includes provision for transaction losses of $3.3 million and $1.3 million as of March 31, 2021 and December 31, 2020, respectively. Loans receivable As of March 31, 2021 and December 31, 2020, the Company had granted cash and USDC loans to consumer users with an outstanding balance of $53 million and $6.8 million, respectively. The related interest receivable on the above loans as of March 31, 2021 and December 31, 2020, was $0.2 million and $0.04 million, respectively. The amounts loaned are collateralized with the crypto assets held by the borrower in their crypto asset wallet on the Company’s platform. The Company does not have the right to use such collateral unless the borrower defaults on the loans. The Company’s credit exposure is significantly limited and no allowance was recorded against these loans receivables. Loans receivables are measured at amortized cost. The carrying value of the loans approximates their fair value. As of March 31, 2021 and December 31, 2020, there were no loans receivables past due. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table reflects the changes in the carrying amount of goodwill (in thousands): Three Months Ended March 31, Year Ended December 31, 2021 2020 Balance, beginning of period $ 77,212 $ 54,696 Additions due to acquisitions 404,167 22,516 Balance, end of period $ 481,379 $ 77,212 There was no accumulated impairment balance recognized against goodwill at the beginning or end of the periods. Intangible assets Intangible assets consisted of the following (in thousands, except years data): As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 56,708 $ (16,886) $ 39,822 2.37 User base 1,900 (123) 1,777 2.42 Customer relationships 66,591 (18,559) 48,032 4.33 Trade name 30 (30) — 0 Non-compete agreement 2,402 (801) 1,601 3.34 In-process research and development (1) 1,200 — 1,200 N/A Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 651,356 — 651,356 N/A Total $ 780,787 $ (36,399) $ 744,388 __________________ (1) Amortization begins once the technology is placed in service. IPR&D is expected to have a useful life of 3 years. As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 20,708 $ (13,024) $ 7,684 2.09 Customer relationships 66,591 (15,771) 50,820 4.58 Trade name 30 (30) — 0 Non-compete agreement 2,402 (681) 1,721 3.58 Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 316,094 — 316,094 N/A Total $ 406,425 $ (29,506) $ 376,919 Amortization expense of intangible assets was $6.9 million and $3.9 million for the three months ended March 31, 2021 and March 31, 2020, respectively. The Company estimates that there is no significant residual value related to its intangible assets. Impairment expense was $0.8 million and $0.3 million during the three months ended March 31, 2021 and March 31, 2020, respectively. The expected future amortization expense for intangible assets other than IPR&D as of March 31, 2021 is as follows (in thousands): 2021 (for the remainder of) $ 22,292 2022 28,536 2023 22,604 2024 11,346 2025 6,454 Thereafter — Total amortization expense $ 91,232 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets and other non-current assets consisted of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and other current assets Prepaid expenses $ 33,092 $ 36,218 Warrant to purchase crypto assets 18,809 2,575 Other 3,761 717 Total prepaid expenses and other current assets $ 55,662 $ 39,510 Other non-current assets Equity method investments $ 1,056 $ 2,000 Strategic investments 34,921 26,146 Deferred tax assets 16,175 20,807 Deposits (1) 89,528 68,287 Total other non-current assets $ 141,680 $ 117,240 __________________ (1) Deposits represent amounts maintained with payments processors and financial institutions as part of the Company’s regular business operations. Equity method investments The Company acquired a 50% interest in Centre Consortium LLC in August 2019. The Company has significant influence over the entity, but does not have power or control. The Company’s share of earnings and losses are included in other (income) expense, net in the consolidated statements of operations. Strategic investments The Company invests in various companies and technologies through Coinbase Ventures, the Company’s venture capital arm. The components of other investments accounted for under the measurement alternative included in the table above are presented below (in thousands): March 31, December 31, 2021 2020 Carrying amount, beginning of period $ 26,146 $ 15,599 Net additions 9,438 9,687 Upward adjustments 1,387 1,307 Previously held interest in Bison Trails (see Note 3) (2,000) — Impairments and downward adjustments (50) (447) Carrying amount, end of period $ 34,921 $ 26,146 Upward adjustments and impairments and downward adjustments from remeasurement of investments are included in other (income) expense, net in the consolidated statements of operations. As of March 31, 2021, cumulative upward adjustments and impairments and downward adjustments were $2.9 million and $2.6 million, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Accounts payable $ 15,858 $ 12,031 Accrued expenses 68,913 33,987 Accrued payroll and payroll related 32,010 23,403 Income taxes payable 244,291 5,805 Other payables 12,883 9,885 Total accounts payable and accrued expenses $ 373,955 $ 85,111 |
DERIVATIVES
DERIVATIVES | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES Notional amount of derivative contracts The following table summarizes the notional amount of derivative contracts outstanding, in native units. March 31, December 31, 2021 2020 Crypto asset borrowings with embedded derivatives 9,105 BTC 9,305 BTC 5,000 ETH 3,000 ETH 1,500,000 XRP Warrant to purchase crypto assets 800,000 UNI 800,000 UNI 588,235 DDX The following tables summarize information on derivative assets and liabilities that are reflected in the Company’s consolidated balance sheets, by accounting designation (in thousands): Gross derivative assets Gross derivative liabilities March 31, 2021 Not designated as hedges Designated as hedges Total derivative assets Net derivative assets Not designated as hedges Designated as hedges Total derivative liabilities Net derivative liabilities Crypto borrowings with embedded derivatives $ — $ — $ — $ — $ — $ 394,491 $ 394,491 $ 394,491 Warrant to purchase crypto assets 18,809 — 18,809 18,809 — — — — Total fair value of derivative assets and liabilities $ 18,809 $ — $ 18,809 $ 18,809 $ — $ 394,491 $ 394,491 $ 394,491 Gross derivative assets Gross derivative liabilities December 31, 2020 Not designated as hedges Designated as hedges Total derivative assets Net derivative assets Not designated as hedges Designated as hedges Total derivative liabilities Net derivative liabilities Crypto borrowings with embedded derivatives $ — $ — $ — $ — $ 12,696 $ 114,395 $ 127,091 $ 127,091 Warrant to purchase crypto assets 2,575 — 2,575 2,575 — — — — Total fair value of derivative assets and liabilities $ 2,575 $ — $ 2,575 $ 2,575 $ 12,696 $ 114,395 $ 127,091 $ 127,091 Fair value hedge gains and losses The Company includes gains (losses) on the hedging derivative and the hedged item in other operating expenses within the consolidated statements of operations. The following tables present derivative instruments used in fair value hedge accounting relationships, as well as pre-tax gains (losses) recorded on such derivatives and the related hedged items (in thousands): Gains (losses) recorded in income Three months ended March 31, 2021 Derivatives Hedged items Income statement impact Crypto borrowings with embedded derivatives $ (267,400) $ 258,124 $ (9,276) Gains (losses) recorded in income Three months ended March 31, 2020 Derivatives Hedged items Income statement impact Crypto borrowings with embedded derivatives $ — $ — $ — The following amounts were recorded in the consolidated balance sheets related to certain cumulative fair value hedge basis adjustments that are expected to reverse through the consolidated statements of operations in future periods as an adjustment to other operating expense (in thousands): Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items March 31, 2021 Carrying amount of the hedged items Active hedging relationships Discontinued hedging relationships Total Assets $ 518,225 $ 370,617 $ — $ 370,617 Liabilities — — — — Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items December 31, 2020 Carrying amount of the hedged items Active hedging relationships Discontinued hedging relationships Total Assets $ 247,735 $ 113,102 $ — $ 113,102 Liabilities — — — — Crypto asset borrowings The carrying value of the outstanding host contract as of March 31, 2021 and December 31, 2020 was $149.3 million and $144.2 million, respectively. The fair value of the embedded derivative liabilities as of March 31, 2021 and December 31, 2020 was $394.5 million and $127.1 million, respectively. The fee on these borrowings ranged from 1.7% to 7%. During the three months ended March 31, 2021 and March 31, 2020, the Company paid $4.3 million and zero of borrowing fees in crypto assets, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands): March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 701,511 $ — $ — $ 701,511 $ 212,818 $ — $ — $ 212,818 Customer custodial funds (2) 2,721,499 — — 2,721,499 1,171,274 — — 1,171,274 Crypto assets held (3) — 518,225 — 518,225 — 247,735 — 247,735 Derivative assets (4) — — 18,809 18,809 — — 2,575 2,575 Total assets $ 3,423,010 $ 518,225 $ 18,809 $ 3,960,044 $ 1,384,092 $ 247,735 $ 2,575 $ 1,634,402 Liabilities Crypto asset borrowings (5) $ — $ 394,491 $ — $ 394,491 $ — $ 127,091 $ — $ 127,091 Total liabilities $ — $ 394,491 $ — $ 394,491 $ — $ 127,091 $ — $ 127,091 __________________ (1) Excludes corporate cash of $1,281.8 million and $849.0 million held in deposit at financial institutions and crypto asset trading venues and not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. (2) Excludes customer custodial funds of $3,570.3 million and $2,592.1 million held in deposit at financial institutions and not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. (3) Includes crypto assets held that have been designated as hedged items in fair value hedges and excludes crypto assets of $133.1 million and $68.4 million held at cost as of March 31, 2021 and December 31, 2020, respectively. (4) Represents warrants to purchase crypto assets, which are included in prepaid expenses and other current assets in the consolidated balance sheets. (5) Excludes crypto asset borrowings of $149.3 million and $144.2 million, representing the host contract which is not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. The Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2021 and the year ended December 31, 2020. Derivative asset The following table presents a reconciliation of the derivative assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Balance as of January 1, 2021 $ 2,575 Fair value adjustment 16,234 Balance as of March 31, 2021 $ 18,809 The derivative assets balance is included in prepaid expenses and other current assets in the consolidated balance sheets. The derivative assets are solely represented by warrant agreements to purchase crypto assets from asset issuers. Upon exercise of the warrant, the underlying crypto assets are subject to transfer and sale restrictions, and vest over periods of between one March 31, 2021 Discount rate 0.01% - 0.15% Historical volatility of comparable crypto assets 105% - 175% Assets and liabilities measured and recorded at fair value on a non-recurring basis The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and crypto assets held but not designated in hedging relationships are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Fair value of crypto assets held are predominantly based on Level 2 inputs. Financial assets and liabilities not measured and recorded at fair value The Company’s financial instruments, including cash, restricted cash, certain customer custodial funds, USDC, and custodial funds due to customers are classified as Level 1 and carried at amortized cost, which approximates their fair value. The loans receivable are classified as Level 3 and are carried at amortized cost, which approximates their fair value. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK A summary of the Company’s authorized, issued, and outstanding shares of convertible preferred stock was as follows (in thousands, except per share data): As of March 31, 2021 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference Carrying Value FF Preferred 5,739 5,739 $ — $ — $ 11 Series A 30,929 27,232 0.19721 5,371 4,923 Series B 25,416 21,831 1.00676 21,978 19,228 Series C 32,542 31,620 2.76488 87,426 83,047 Series D 17,471 17,428 8.25390 143,850 135,383 Series E 14,508 8,557 36.19220 309,695 309,445 126,605 112,407 $ 568,320 $ 552,037 As of December 31, 2020 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference Carrying Value FF Preferred 5,739 5,739 $ — $ — $ 11 Series A 30,929 27,349 0.19721 5,394 4,946 Series B 25,416 21,831 1.00676 21,978 19,228 Series C 32,542 31,656 2.76488 87,525 83,146 Series D 17,471 17,471 8.25390 144,205 135,738 Series E 14,508 8,832 36.19220 319,648 319,398 126,605 112,878 $ 578,750 $ 562,467 Since inception, the Company has incurred share issuance costs totaling approximately $0.8 million, which has been applied to reduce total proceeds. The change in the number of outstanding shares of convertible preferred stock per class was as follows (in thousands): Series FF Series A Series B Series C Series D Series E Balance at January 1, 2021 5,739 27,349 21,831 31,656 17,471 8,832 Conversion to Class A common stock — (117) — (36) (43) (275) Balance at March 31, 2021 5,739 27,232 21,831 31,620 17,428 8,557 During the three months ended March 31, 2021 and year ended December 31, 2020, there were sales of convertible preferred stock between stockholders. Pursuant to the terms of sale of the convertible preferred stock, those preferred shares converted to Class A common stock. The Company did not sell any shares or receive any proceeds from the transactions. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK Common stock Effective October 1, 2018, the Company implemented a dual class voting structure pursuant to which it authorized the issuance of Class A common stock and Class B common stock. The Class B common stock has ten votes per share and the Class A common stock has one vote per share. The common stock outstanding prior to the implementation of the dual class voting structure was reclassified into Class B common stock. Generally, any subsequent sale or transfer of Class B common stock will result in the automatic conversion of such Class B common stock into Class A common stock (subject to certain customary exceptions). Generally, any subsequent sale or transfer of convertible preferred stock that is convertible into Class B common stock will result in convertible preferred stock becoming convertible into Class A common stock (subject to certain customary exceptions). The holders of shares of Class A common stock and Class B common stock, voting as a separate class, have a right to elect two members of the Company’s board of directors (the “Board”). Furthermore, holders of Class A common stock and Class B common stock, voting together with holders of convertible preferred stock (other than Series E convertible preferred stock) and Series FF preferred stock on an as-converted to common stock basis, are entitled to fill any remaining vacancies on the Board. As of March 31, 2021, the Company was authorized to issue up to 490,413,936 shares of common stock with par value of $0.00001 per share, consisting of 282,000,000 shares of Class A common stock and 208,413,936 shares of Class B common stock. Holders of the Company’s common stock are entitled to dividends if and when declared by the Board. The Company has reserved shares of Class A common stock and Class B common stock for issuance for the following purposes (in thousands): March 31, December 31, 2021 2020 Class A common stock Conversion of Series E convertible preferred stock 8,557 8,832 Options issued and outstanding under 2013 Plan 2,831 3,550 Options issued and outstanding under 2019 Plan 34,940 37,232 RSUs issued and outstanding under 2019 Plan 7,515 3,766 Shares available for future issuance under the 2019 Plan 5,077 2,193 Replacement options issued and outstanding from Tagomi acquisition 18 32 Replacement options issued and outstanding from Bison Trails acquisition 355 — Exercise and conversion of outstanding warrant — 4 Shares available for future issuance of warrants 2,296 2,296 Total Class A common stock shares reserved 61,589 57,905 Class B common stock Conversion of FF Preferred and Series A, B, C, and D convertible preferred stock 103,850 104,046 Options issued and outstanding under 2013 Plan 16,858 22,442 Exercise and conversion of outstanding warrant — 408 Total Class B common stock shares reserved 120,708 126,896 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock options Activity of options outstanding are as follows (in thousands, except per share and years data): Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at January 1, 2021 63,256 $ 14.84 8.17 $ 2,527,396 Granted 470 3.45 Exercised (7,918) 7.58 Forfeited and cancelled (806) 19.86 Balance at March 31, 2021 55,002 15.72 8.10 15,842,278 Vested and exercisable at March 31, 2021 21,518 7.75 6.69 6,369,435 Vested and expected to vest at March 31, 2021 45,708 14.15 7.85 13,237,287 As of March 31, 2021, there was total unrecognized compensation cost of $225.5 million related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately 2.71 years. As of March 31, 2021, there were 1,290,405 shares subject to repurchase related to stock options early exercised and not yet vested, but that are expected to vest. As of March 31, 2021, the Company recorded a liability related to these shares subject to repurchase in the amount of $24.2 million, which is included within other current liabilities in the accompanying consolidated balance sheets. Restricted stock units During December 2020, the Company began issuing restricted stock units (“RSUs”). These RSUs vest upon the satisfaction of a service-based condition. In general, the RSUs vest over a service period ranging from two Activity of RSUs outstanding under the Plan are as follows (in thousands, except per share data): Number of shares Weighted- Balance at January 1, 2021 3,766 $ 54.80 Granted 3,960 211.92 Vested (204) 54.80 Forfeited and cancelled (41) 188.60 Balance at March 31, 2021 7,481 137.25 For RSUs granted during the three months ended March 31, 2021, the fair value of the Class A common stock was determined using linear interpolation between the dates at which the Company obtained third-party valuations, for financial reporting purposes. This method was determined to be reasonable, as no single event was identified that caused the increase in the fair value of the common stock. As of March 31, 2021, there was total unrecognized compensation cost of $956.2 million related to unvested RSUs. These costs are expected to be recognized over a weighted-average period of approximately 2.81 years. Restricted common stock As part of the acquisitions of Tagomi and Bison Trails, the Company issued restricted Class A common stock. Vesting of this restricted Class A common stock is dependent on a service-based vesting condition that is satisfied over three years. The Company has the right to repurchase shares at par value for which the vesting condition is not satisfied. Activity of restricted Class A common stock are as follows (in thousands, except per share data): Number of shares Weighted- Balance at January 1, 2021 824 $ 23.46 Granted 1,319 171.85 Vested — — Forfeited and cancelled — — Balance at March 31, 2021 2,143 114.80 As of March 31, 2021, there was total unrecognized compensation cost of $229.9 million related to unvested restricted Class A common stock. These costs are expected to be recognized over a weighted-average period of approximately 2.81 years. Stock-based compensation expense Stock based compensation is included in the following components of expenses on the accompanying consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Technology and development $ 73,256 $ 4,882 Sales and marketing 3,531 176 General and administrative 27,841 4,122 Total $ 104,628 $ 9,180 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective tax rate (“ETR”) for the three months ended March 31, 2021 and March 31, 2020 was 22.6% and 8.4%, respectively. The ETR of 22.6% for the three months ended March 31, 2021 was higher than the U.S. statutory rate of 21% due to (i) accrual for U.S. state taxes, (ii) the tax effect of non-deductible stock-based compensation, (iii) non-deductible costs related to the Company’s direct listing of its Class A common stock on the Nasdaq Global Select Market (the “Direct Listing”) capitalized for tax, offset by rate benefits due to (i) U.S. federal benefits from foreign derived intangible income, (ii) U.S. federal and California state research and development credits, and (iii) the tax effect of compensation expense on deductible stock option exercises at a fair market in excess of their historic book amortization. The ETR of 22.6% for the three months ended March 31, 2021 was higher than the ETR of 8.4% for the three months ended March 31, 2020 primarily due to a material increase in pre-tax book income in relation to recurring permanent items. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The computation of net income per share is as follows (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Basic net income per share: Numerator Net income $ 771,463 $ 31,973 Less: Income allocated to participating securities (469,567) (31,973) Net income attributable to common stockholders, basic $ 301,896 $ — Denominator Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic 79,373 66,957 Net income per share attributable to common stockholders, basic $ 3.80 $ — Diluted net income per share: Numerator Net income $ 771,463 $ 31,973 Less: Income allocated to participating securities (383,744) (31,973) Net income attributable to common stockholders - diluted $ 387,719 $ — Denominator Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic 79,373 66,957 Weighted-average effect of potentially dilutive securities: Stock options 44,492 — RSUs 2,841 — Warrants 290 — Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, diluted 126,996 66,957 Net income per share attributable to common stockholders, diluted $ 3.05 $ — The Company’s convertible preferred stock and the restricted Class A common stock granted as consideration in the acquisitions of Tagomi and Bison Trails are participating securities. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. The rights, including the liquidation and dividend rights, of the holders of Class A common stock and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical for Class A common stock and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting income (loss) per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis. The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2021 2020 Employee stock options 192 41,408 RSUs 2,331 — Warrants — 408 Contingent consideration recognized in asset acquisition — 691 Total 2,523 42,507 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Crypto asset wallets The Company has committed to securely store all crypto assets it holds on behalf of users. As such, the Company may be liable to its users for losses arising from theft or loss of user private keys. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial private keys to minimize the risk of theft or loss. Since the risk of loss is remote, the Company had not recorded a liability at March 31, 2021 or December 31, 2020. Indemnifications In the event any registrable securities are included in a registration statement, the Company’s Amended and Restated Investors’ Rights Agreement (the “IRA”) entered into with certain of the Company’s holders of convertible preferred stock provides indemnity to each stockholder, their partners, members, officers, directors, and stockholders, legal counsel, and accountants; each underwriter, if any; and each person who controls each stockholder or underwriter, against any damages incurred in connection with investigating or defending any claim or proceeding arising as a result of such registration from which damages may result. The Company will reimburse each such party for any legal and any other expenses reasonably incurred, provided that the Company will not be liable in any such case to the extent the damages arise out of or are based upon any actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such stockholder or underwriter and stated to be specifically for use therein. The Company also has indemnity agreements with certain officers and directors of the Company pursuant to which the Company must indemnify the officer or director against all expenses, judgments, fines, and amounts paid in settlement reasonably incurred in connection with a third party proceeding, if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. It is not possible to determine the maximum potential exposure under these indemnification agreements: (i) because the Company has had no prior indemnification claims; (ii) due to the unique facts and circumstances involved in each particular agreement; and (iii) the requirement for a registration of the Company’s securities before any of the indemnification obligations contemplated in the IRA become effective. The Company has also provided indemnities or similar commitments on standard commercial terms in the ordinary course of business. Legal proceedings The Company is subject to various litigations, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. The Company is also subject to regulatory oversight by numerous regulatory and other governmental agencies. The Company reviews its lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. In July 2017, the Enforcement Division of the Commodity Futures Trading Commission (“CFTC”) commenced an investigation that has covered topics including an 2017 Ethereum market event, trades made in 2017 by one of the Company’s then-current employees, the listing of Bitcoin Cash on the Company’s platform, and the design and operation of certain algorithmic functions related to liquidity management on the Company’s platform. In the first quarter of 2021, the parties negotiated a full and final settlement agreement, which did not have a material impact on the consolidated financial statements. The Company believes the ultimate resolution of existing legal and regulatory investigation matters will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially. Tax regulation Current promulgated tax rules related to crypto assets are unclear and require significant judgments to be made in interpretation of the law, including but not limited to the areas of income tax, information reporting and the withholding of tax at source. Additional guidance may be issued by U.S. and non-U.S. governing bodies that may significantly differ from the Company's interpretation of the law, which could have unforeseen effects on our financial condition and results of operations, and as a result, the related impact on our financial condition and results of operations is not estimable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Employee Stock Purchase Plan In February 2021, the Board approved and adopted the 2021 Employee Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees the option to purchase shares of the Company's Class A common stock at a fifteen percent discount, over a series of offering periods through accumulated payroll deductions over the period. The ESPP also includes a look-back provision for the purchase price if the stock price on the purchase date is lower than the stock price on the offering date. The Company recognizes stock-based compensation expenses related to shares issued pursuant to its ESPP on a straight-line basis over the offering period, which is twenty-four months. The ESPP went effective on the day the Company’s registration statement went effective, April 1, 2021. Skew LTD On April 29, 2021, the Company entered into an agreement to acquire all outstanding shares of common stock of Skew LTD (“Skew”). Skew is a leading institutional data visualization and analytics platform for crypto assets. The acquisition is expected to be complete in the second quarter of 2021. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying condensed consolidated financial statements for the three months ended March 31, 2021 and March 31, 2020 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), on the same basis as the audited consolidated financial statements, and in management’s opinion, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair statement of the Company’s results of operations and statements of cash flows for the three months ended March 31, 2021 and March 31, 2020. The unaudited condensed consolidated results of operations and cash flows for the three months ended March 31, 2021 and March 31, 2020 are not necessarily indicative of the results to be expected for the full year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 14, 2021 (the “Prospectus”). These accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company’s subsidiaries are entities in which the Company holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. Certain subsidiaries of the Company have a basis of presentation different from GAAP. For the purposes of these unaudited condensed consolidated financial statements, the basis of presentation of such subsidiaries is converted to GAAP. All intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions include the determination of the recognition, measurement, and valuation of current and deferred income taxes; the fair value of stock-based awards issued; the useful lives of intangible assets; the useful lives of property and equipment; the Company’s incremental borrowing rate; the fair value of assets acquired and liabilities assumed in business combinations; the fair value of derivatives and related hedges; and loss provisions. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Acquisition-related costs incurred by the Company are recognized as an expense in general and administrative expenses within the consolidated statements of operations. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, and to the extent that the value was not previously finalized, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information about facts and circumstance that existed at the date of acquisition and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. |
Accounts and loans receivable and allowance for doubtful accounts | Accounts and loans receivable and allowance for doubtful accounts Accounts and loans receivables are contractual rights to receive cash either on demand or on fixed or determinable dates, and are recognized as an asset on the Company’s balance sheet. Accounts and loans receivable consists of customer funds receivable, in-transit funds receivable, custodial fee revenue receivable, loans receivable, interest receivable, and other receivables. Customer funds receivable, including in-transit funds receivable, represent settlements due for crypto assets delivered to customers and from third-party payment processors and banks for settled customer transactions. Customer funds receivable are typically received within one or two business days of the transaction date. The Company establishes withdrawal-based limits in order to mitigate potential losses by preventing customers from withdrawing the crypto asset to an external blockchain address until the payment settles. Custodial fee revenue receivable represents the fee earned and receivable by the Company for providing a dedicated secure cold storage solution to customers. The fee is based on a contractual percentage of the daily value of assets under custody and is collected on a monthly basis. Such custodial fee revenue income is included in the net revenue in the consolidated statements of operations. Loans receivable represent cash and USDC loans made to users. These loans are collateralized with crypto assets held by those users in their crypto asset wallet on the Company’s platform. Loans receivable are subsequently measured at amortized cost. |
Concentration of credit risk | Concentration of credit risk The Company’s cash, cash equivalents, restricted cash, customer custodial funds, and accounts and loans receivable are potentially subject to concentration of credit risk. Cash, cash equivalents, restricted cash, and customer custodial funds are placed with financial institutions which are of high credit quality. The Company invests cash, cash equivalents, and customer accounts primarily in highly liquid, highly rated instruments which are uninsured. The Company may also have deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. The Company also holds cash at crypto trading venues and performs a regular assessment of these crypto trading venues as part of its risk management process. The Company held $102.1 million and $48.9 million of USDC as of March 31, 2021 and December 31, 2020, respectively. The underlying U.S. dollars are held by the issuer at federally insured U.S. depository institutions and in approved investments on behalf of, and for the benefit of, holders of USDC. As of March 31, 2021, no customer accounted for more than 10% of the Company’s accounts and loans receivable. As of December 31, 2020, two customers accounted for more than 10% of the Company’s accounts and loans receivable. One customer had fiat of $45.0 million transferred to their platform account prior to December 31, 2020, but the Company had not yet settled the transaction by collecting payment. The Company had extended $20.5 million of post trade credit to the second customer as of December 31, 2020. As these customers had transferred or were in the process of transferring funds to their portfolio equal to or in excess of the crypto assets purchased, the Company did not record an allowance for doubtful accounts. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements On June 16, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The Company adopted the standard on January 1, 2021 using the modified retrospective approach. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements, as the Company’s receivables are either fully collateralized or are short term in nature and therefore less susceptible to risks and uncertainty of credit losses over extended periods of time. On August 29, 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. The Company adopted the standard on January 1, 2021 using the prospective transition approach. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. On December 18, 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes , as part of its overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other things, the new guidance simplifies intraperiod tax allocation and reduces the complexity in accounting for income taxes with year-to-date losses in interim periods. The Company adopted the standard on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Revenue recognition | Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company primarily generates revenue through transaction fees charged on the platform. Transaction revenue Retail transaction revenue represents transaction fees earned from customers that are primarily individuals, while institutional transaction revenue represents transaction fees earned from institutional customers, such as hedge funds, family offices, principal trading firms, and financial institutions on the institutional platform. The Company’s service is comprised of a single performance obligation to provide a crypto asset matching service when customers buy, sell, or convert crypto assets on the platform. That is, the Company is an agent in transactions between customers and presents revenue for the fees earned on a net basis. Judgment is required in determining whether the Company is the principal or the agent in transactions between customers. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the crypto asset provided before it is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the crypto asset to the customer (net). The Company does not control the crypto asset being provided before it is transferred to the buyer, does not have inventory risk related to the crypto asset, and is not responsible for the fulfillment of the crypto asset. The Company also does not set the price for the crypto asset as the price is a market rate established by the platform. As a result, the Company acts as an agent in facilitating the ability for a customer to purchase crypto assets from another customer. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided. The Company charges a fee at the transaction level. The transaction price, represented by the trading fee, is calculated based on volume and may vary depending on payment type and the value of the transaction. Crypto asset purchase or sale transactions executed by a customer on the Company’s platform include tiered pricing, based primarily on transaction volume. The fee rate charged per transaction is adjusted up or down if the volume processed for a specific historical period meets established thresholds. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in crypto assets, with revenue measured based on the amount of crypto assets received and the fair value of the crypto assets at the time of the transaction. The transaction price includes estimates for reductions in revenue from transaction fee reversals that may not be recovered from customers. Such reversals occur when the customer disputes a transaction processed on their credit card or their bank account for a variety of reasons and seeks to have the charge reversed after the Company has processed the transaction. These amounts are estimated based upon the most likely amount of consideration to which the Company will be entitled. All estimates are based on historical experience and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. All estimates of variable consideration are reassessed periodically. The total transaction price is allocated to the single performance obligation. While the Company recognizes transaction fee reversals due to transaction reversals as a reduction of net revenue, crypto asset losses due to transaction reversals are included in transaction expense. Custodial fee revenue Staking revenue The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are available for transfer. Revenue is measured based on the number of tokens received and the fair value of the token at the date of recognition. Earn campaign revenue The Company provides a platform for crypto asset issuers, the customer, to engage with the Company’s retail users and teach them about new crypto assets through the use of educational tools, videos, and tutorials. In exchange for completing a task, such as watching the video or downloading an application, retail users may be eligible to receive crypto assets from the crypto asset issuer. The Company is the agent with respect to the delivery of the crypto assets. The Company earns a commission from the crypto asset issuer based on the amount of crypto assets that are distributed to users. Interest income and corporate interest income The Company holds customer custodial funds and cash and cash equivalents at certain third-party banks which earn interest. Interest income is calculated using the interest method and is not within the scope of Topic 606 – Revenue from Contracts with Customers. Interest earned on customer custodial funds is included in interest income within subscription and services revenue. Interest earned on cash and cash equivalents is included in corporate interest income, within other revenue. Other subscription and services revenue Other subscription and services revenue primarily includes revenue from early stage services being offered by the Company, such as subscription license revenue. Generally, contracts with customers of early stage products contain one performance obligation, do not have variable consideration, and are satisfied at a point in time or over the period that services are provided. Other revenue |
Loans receivable | Loans receivableThe amounts loaned are collateralized with the crypto assets held by the borrower in their crypto asset wallet on the Company’s platform. The Company does not have the right to use such collateral unless the borrower defaults on the loans. The Company’s credit exposure is significantly limited and no allowance was recorded against these loans receivables. Loans receivables are measured at amortized cost. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions by acquisition | The total preliminary consideration transferred in the acquisition was $457.3 million, consisting of the following (in thousands): Common stock of the Company $ 389,314 Previously held interest on acquisition date 10,863 Cash 28,726 Replacement of Bison Trails options 28,365 Total purchase consideration $ 457,268 The total preliminary consideration transferred in the acquisition was $41.8 million, consisting of the following (in thousands): Common stock of the Company $ 30,589 Replacement of Tagomi options and warrants 760 Cash 1,906 Settlement of pre-existing receivable 8,537 Total purchase consideration $ 41,792 |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the estimated fair values of assets acquired and liabilities assumed using a cost based approach (in thousands): Cash and cash equivalents $ 12,201 Crypto assets held 5,177 Accounts and loans receivable, net of allowance 2,323 Prepaid expenses and other current assets 122 Intangible assets 39,100 Goodwill 404,167 Other non-current assets 1,221 Lease right-of-use assets 808 Total assets $ 465,119 Accounts payable and accrued expenses $ 2,446 Lease liabilities 808 Other liabilities 4,597 Total liabilities $ 7,851 Net assets acquired $ 457,268 The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 13,777 Customer custodial funds 19,837 Crypto assets held 5,687 Accounts and loans receivable, net of allowance 5,795 Prepaid expenses and other current assets 633 Intangible assets 7,350 Goodwill 22,516 Other non-current assets 1,611 Total assets $ 77,206 Custodial funds due to customers $ 20,787 Accounts payable and accrued expenses 5,953 Crypto borrowings 8,674 Total liabilities $ 35,414 Net assets acquired $ 41,792 |
Schedule of components of finite lived and indefinite lived identifiable intangible assets acquired | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in years) Developed technology $ 36,000 3 In process research and development ("IPR&D") 1,200 N/A User base 1,900 3 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in years) Developed technology $ 6,600 3 Customer relationships 400 5 Licenses 350 Indefinite |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue by source | The following table presents revenue of the Company disaggregated by revenue source (in thousands): Three Months Ended March 31, 2021 2020 Net revenue Transaction revenue Retail, net $ 1,455,171 $ 162,002 Institutional 85,409 9,989 Total transaction revenue 1,540,580 171,991 Subscription and services revenue Custodial fee revenue 23,451 2,712 Staking revenue 10,294 1,449 Earn campaign revenue 11,111 — Interest income 3,320 2,559 Other subscription and services revenue 8,225 371 Total subscription and services revenue 56,401 7,091 Total net revenue $ 1,596,981 $ 179,082 Other revenue Crypto asset sales revenue $ 203,799 $ 9,860 Corporate interest income 332 1,688 Total other revenue $ 204,131 $ 11,548 Total revenue $ 1,801,112 $ 190,630 |
Schedule of revenues disaggregated by geography | In the table below are the revenues disaggregated by geography, based on domicile of the client or booking location, as applicable (in thousands): Three Months Ended March 31, 2021 2020 United States $ 1,465,436 $ 142,187 Rest of the World (1) 335,676 48,443 Total revenue $ 1,801,112 $ 190,630 __________________ (1) No other individual country accounted for more than 10% of total revenue |
ACCOUNTS AND LOANS RECEIVABLE (
ACCOUNTS AND LOANS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable, net of allowance | Accounts and loans receivable, net of allowance consisted of the following (in thousands): March 31, December 31, 2021 2020 Customer funds receivable $ 33,570 $ 67,926 In-transit customer receivables 87,416 90,571 Custodial fee revenue receivable 13,059 4,636 Loans receivable (1) 53,046 6,790 Interest and other receivables 26,400 21,709 Allowance for doubtful accounts (2) (4,663) (2,161) Total accounts and loans receivable, net of allowance $ 208,828 $ 189,471 __________________ (1) The fair value of collateral held as security exceeded the outstanding loans receivable as of March 31, 2021 and December 31, 2020, so no allowance was recorded. (2) Includes provision for transaction losses of $3.3 million and $1.3 million as of March 31, 2021 and December 31, 2020, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table reflects the changes in the carrying amount of goodwill (in thousands): Three Months Ended March 31, Year Ended December 31, 2021 2020 Balance, beginning of period $ 77,212 $ 54,696 Additions due to acquisitions 404,167 22,516 Balance, end of period $ 481,379 $ 77,212 |
Schedule of indefinite-lived intangible assets | Intangible assets consisted of the following (in thousands, except years data): As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 56,708 $ (16,886) $ 39,822 2.37 User base 1,900 (123) 1,777 2.42 Customer relationships 66,591 (18,559) 48,032 4.33 Trade name 30 (30) — 0 Non-compete agreement 2,402 (801) 1,601 3.34 In-process research and development (1) 1,200 — 1,200 N/A Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 651,356 — 651,356 N/A Total $ 780,787 $ (36,399) $ 744,388 __________________ (1) Amortization begins once the technology is placed in service. IPR&D is expected to have a useful life of 3 years. As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 20,708 $ (13,024) $ 7,684 2.09 Customer relationships 66,591 (15,771) 50,820 4.58 Trade name 30 (30) — 0 Non-compete agreement 2,402 (681) 1,721 3.58 Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 316,094 — 316,094 N/A Total $ 406,425 $ (29,506) $ 376,919 |
Schedule of finite-lived intangible assets | Intangible assets consisted of the following (in thousands, except years data): As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 56,708 $ (16,886) $ 39,822 2.37 User base 1,900 (123) 1,777 2.42 Customer relationships 66,591 (18,559) 48,032 4.33 Trade name 30 (30) — 0 Non-compete agreement 2,402 (801) 1,601 3.34 In-process research and development (1) 1,200 — 1,200 N/A Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 651,356 — 651,356 N/A Total $ 780,787 $ (36,399) $ 744,388 __________________ (1) Amortization begins once the technology is placed in service. IPR&D is expected to have a useful life of 3 years. As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (in years) Amortizing intangible assets Acquired developed technology $ 20,708 $ (13,024) $ 7,684 2.09 Customer relationships 66,591 (15,771) 50,820 4.58 Trade name 30 (30) — 0 Non-compete agreement 2,402 (681) 1,721 3.58 Indefinite life intangible assets Domain name 250 — 250 N/A Licenses 350 — 350 N/A Crypto assets held 316,094 — 316,094 N/A Total $ 406,425 $ (29,506) $ 376,919 |
Schedule of finite-lived intangible assets, future amortization expense | The expected future amortization expense for intangible assets other than IPR&D as of March 31, 2021 is as follows (in thousands): 2021 (for the remainder of) $ 22,292 2022 28,536 2023 22,604 2024 11,346 2025 6,454 Thereafter — Total amortization expense $ 91,232 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current and non-current assets | Prepaid expenses and other current assets and other non-current assets consisted of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and other current assets Prepaid expenses $ 33,092 $ 36,218 Warrant to purchase crypto assets 18,809 2,575 Other 3,761 717 Total prepaid expenses and other current assets $ 55,662 $ 39,510 Other non-current assets Equity method investments $ 1,056 $ 2,000 Strategic investments 34,921 26,146 Deferred tax assets 16,175 20,807 Deposits (1) 89,528 68,287 Total other non-current assets $ 141,680 $ 117,240 __________________ (1) Deposits represent amounts maintained with payments processors and financial institutions as part of the Company’s regular business operations. |
Schedule of other investments accounted for under the measurement alternative | The components of other investments accounted for under the measurement alternative included in the table above are presented below (in thousands): March 31, December 31, 2021 2020 Carrying amount, beginning of period $ 26,146 $ 15,599 Net additions 9,438 9,687 Upward adjustments 1,387 1,307 Previously held interest in Bison Trails (see Note 3) (2,000) — Impairments and downward adjustments (50) (447) Carrying amount, end of period $ 34,921 $ 26,146 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Accounts payable $ 15,858 $ 12,031 Accrued expenses 68,913 33,987 Accrued payroll and payroll related 32,010 23,403 Income taxes payable 244,291 5,805 Other payables 12,883 9,885 Total accounts payable and accrued expenses $ 373,955 $ 85,111 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the notional amount of derivative contracts outstanding | The following table summarizes the notional amount of derivative contracts outstanding, in native units. March 31, December 31, 2021 2020 Crypto asset borrowings with embedded derivatives 9,105 BTC 9,305 BTC 5,000 ETH 3,000 ETH 1,500,000 XRP Warrant to purchase crypto assets 800,000 UNI 800,000 UNI 588,235 DDX The following tables summarize information on derivative assets and liabilities that are reflected in the Company’s consolidated balance sheets, by accounting designation (in thousands): Gross derivative assets Gross derivative liabilities March 31, 2021 Not designated as hedges Designated as hedges Total derivative assets Net derivative assets Not designated as hedges Designated as hedges Total derivative liabilities Net derivative liabilities Crypto borrowings with embedded derivatives $ — $ — $ — $ — $ — $ 394,491 $ 394,491 $ 394,491 Warrant to purchase crypto assets 18,809 — 18,809 18,809 — — — — Total fair value of derivative assets and liabilities $ 18,809 $ — $ 18,809 $ 18,809 $ — $ 394,491 $ 394,491 $ 394,491 Gross derivative assets Gross derivative liabilities December 31, 2020 Not designated as hedges Designated as hedges Total derivative assets Net derivative assets Not designated as hedges Designated as hedges Total derivative liabilities Net derivative liabilities Crypto borrowings with embedded derivatives $ — $ — $ — $ — $ 12,696 $ 114,395 $ 127,091 $ 127,091 Warrant to purchase crypto assets 2,575 — 2,575 2,575 — — — — Total fair value of derivative assets and liabilities $ 2,575 $ — $ 2,575 $ 2,575 $ 12,696 $ 114,395 $ 127,091 $ 127,091 The following amounts were recorded in the consolidated balance sheets related to certain cumulative fair value hedge basis adjustments that are expected to reverse through the consolidated statements of operations in future periods as an adjustment to other operating expense (in thousands): Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items March 31, 2021 Carrying amount of the hedged items Active hedging relationships Discontinued hedging relationships Total Assets $ 518,225 $ 370,617 $ — $ 370,617 Liabilities — — — — Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items December 31, 2020 Carrying amount of the hedged items Active hedging relationships Discontinued hedging relationships Total Assets $ 247,735 $ 113,102 $ — $ 113,102 Liabilities — — — — |
Schedule of gains (losses) recorded in income | The following tables present derivative instruments used in fair value hedge accounting relationships, as well as pre-tax gains (losses) recorded on such derivatives and the related hedged items (in thousands): Gains (losses) recorded in income Three months ended March 31, 2021 Derivatives Hedged items Income statement impact Crypto borrowings with embedded derivatives $ (267,400) $ 258,124 $ (9,276) Gains (losses) recorded in income Three months ended March 31, 2020 Derivatives Hedged items Income statement impact Crypto borrowings with embedded derivatives $ — $ — $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities | The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands): March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents (1) $ 701,511 $ — $ — $ 701,511 $ 212,818 $ — $ — $ 212,818 Customer custodial funds (2) 2,721,499 — — 2,721,499 1,171,274 — — 1,171,274 Crypto assets held (3) — 518,225 — 518,225 — 247,735 — 247,735 Derivative assets (4) — — 18,809 18,809 — — 2,575 2,575 Total assets $ 3,423,010 $ 518,225 $ 18,809 $ 3,960,044 $ 1,384,092 $ 247,735 $ 2,575 $ 1,634,402 Liabilities Crypto asset borrowings (5) $ — $ 394,491 $ — $ 394,491 $ — $ 127,091 $ — $ 127,091 Total liabilities $ — $ 394,491 $ — $ 394,491 $ — $ 127,091 $ — $ 127,091 __________________ (1) Excludes corporate cash of $1,281.8 million and $849.0 million held in deposit at financial institutions and crypto asset trading venues and not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. (2) Excludes customer custodial funds of $3,570.3 million and $2,592.1 million held in deposit at financial institutions and not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. (3) Includes crypto assets held that have been designated as hedged items in fair value hedges and excludes crypto assets of $133.1 million and $68.4 million held at cost as of March 31, 2021 and December 31, 2020, respectively. (4) Represents warrants to purchase crypto assets, which are included in prepaid expenses and other current assets in the consolidated balance sheets. (5) Excludes crypto asset borrowings of $149.3 million and $144.2 million, representing the host contract which is not measured and recorded at fair value as of March 31, 2021 and December 31, 2020, respectively. |
Schedule of assets measured at fair value on a recurring basis | The following table presents a reconciliation of the derivative assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Balance as of January 1, 2021 $ 2,575 Fair value adjustment 16,234 Balance as of March 31, 2021 $ 18,809 |
Schedule of significant unobservable inputs | The following significant unobservable inputs were used: March 31, 2021 Discount rate 0.01% - 0.15% Historical volatility of comparable crypto assets 105% - 175% |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of convertible preferred stock | A summary of the Company’s authorized, issued, and outstanding shares of convertible preferred stock was as follows (in thousands, except per share data): As of March 31, 2021 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference Carrying Value FF Preferred 5,739 5,739 $ — $ — $ 11 Series A 30,929 27,232 0.19721 5,371 4,923 Series B 25,416 21,831 1.00676 21,978 19,228 Series C 32,542 31,620 2.76488 87,426 83,047 Series D 17,471 17,428 8.25390 143,850 135,383 Series E 14,508 8,557 36.19220 309,695 309,445 126,605 112,407 $ 568,320 $ 552,037 As of December 31, 2020 Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference Carrying Value FF Preferred 5,739 5,739 $ — $ — $ 11 Series A 30,929 27,349 0.19721 5,394 4,946 Series B 25,416 21,831 1.00676 21,978 19,228 Series C 32,542 31,656 2.76488 87,525 83,146 Series D 17,471 17,471 8.25390 144,205 135,738 Series E 14,508 8,832 36.19220 319,648 319,398 126,605 112,878 $ 578,750 $ 562,467 |
Schedule of change in convertible preferred stock per class outstanding | The change in the number of outstanding shares of convertible preferred stock per class was as follows (in thousands): Series FF Series A Series B Series C Series D Series E Balance at January 1, 2021 5,739 27,349 21,831 31,656 17,471 8,832 Conversion to Class A common stock — (117) — (36) (43) (275) Balance at March 31, 2021 5,739 27,232 21,831 31,620 17,428 8,557 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of common stock reserved for issuance | The Company has reserved shares of Class A common stock and Class B common stock for issuance for the following purposes (in thousands): March 31, December 31, 2021 2020 Class A common stock Conversion of Series E convertible preferred stock 8,557 8,832 Options issued and outstanding under 2013 Plan 2,831 3,550 Options issued and outstanding under 2019 Plan 34,940 37,232 RSUs issued and outstanding under 2019 Plan 7,515 3,766 Shares available for future issuance under the 2019 Plan 5,077 2,193 Replacement options issued and outstanding from Tagomi acquisition 18 32 Replacement options issued and outstanding from Bison Trails acquisition 355 — Exercise and conversion of outstanding warrant — 4 Shares available for future issuance of warrants 2,296 2,296 Total Class A common stock shares reserved 61,589 57,905 Class B common stock Conversion of FF Preferred and Series A, B, C, and D convertible preferred stock 103,850 104,046 Options issued and outstanding under 2013 Plan 16,858 22,442 Exercise and conversion of outstanding warrant — 408 Total Class B common stock shares reserved 120,708 126,896 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity of options outstanding | Activity of options outstanding are as follows (in thousands, except per share and years data): Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at January 1, 2021 63,256 $ 14.84 8.17 $ 2,527,396 Granted 470 3.45 Exercised (7,918) 7.58 Forfeited and cancelled (806) 19.86 Balance at March 31, 2021 55,002 15.72 8.10 15,842,278 Vested and exercisable at March 31, 2021 21,518 7.75 6.69 6,369,435 Vested and expected to vest at March 31, 2021 45,708 14.15 7.85 13,237,287 |
Schedule of activity of RSUs outstanding | Activity of RSUs outstanding under the Plan are as follows (in thousands, except per share data): Number of shares Weighted- Balance at January 1, 2021 3,766 $ 54.80 Granted 3,960 211.92 Vested (204) 54.80 Forfeited and cancelled (41) 188.60 Balance at March 31, 2021 7,481 137.25 |
Schedule of activity of restricted Class A common stock | Activity of restricted Class A common stock are as follows (in thousands, except per share data): Number of shares Weighted- Balance at January 1, 2021 824 $ 23.46 Granted 1,319 171.85 Vested — — Forfeited and cancelled — — Balance at March 31, 2021 2,143 114.80 |
Schedule of stock based compensation | Stock based compensation is included in the following components of expenses on the accompanying consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Technology and development $ 73,256 $ 4,882 Sales and marketing 3,531 176 General and administrative 27,841 4,122 Total $ 104,628 $ 9,180 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net income per share | The computation of net income per share is as follows (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Basic net income per share: Numerator Net income $ 771,463 $ 31,973 Less: Income allocated to participating securities (469,567) (31,973) Net income attributable to common stockholders, basic $ 301,896 $ — Denominator Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic 79,373 66,957 Net income per share attributable to common stockholders, basic $ 3.80 $ — Diluted net income per share: Numerator Net income $ 771,463 $ 31,973 Less: Income allocated to participating securities (383,744) (31,973) Net income attributable to common stockholders - diluted $ 387,719 $ — Denominator Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic 79,373 66,957 Weighted-average effect of potentially dilutive securities: Stock options 44,492 — RSUs 2,841 — Warrants 290 — Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, diluted 126,996 66,957 Net income per share attributable to common stockholders, diluted $ 3.05 $ — |
Schedule of potentially dilutive shares | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2021 2020 Employee stock options 192 41,408 RSUs 2,331 — Warrants — 408 Contingent consideration recognized in asset acquisition — 691 Total 2,523 42,507 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
USDC held | $ 102,118 | $ 48,938 |
Accounts, Loans, and Financing Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Accounts receivable | 45,000 | |
Accounts Receivable, Post Trade Credit | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 20,500 | |
Trade Accounts, Loans, and Financing Receivable | Third-Party Vendor Concentration Risk | Payment Processor One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | 7.00% |
Trade Accounts, Loans, and Financing Receivable | Third-Party Vendor Concentration Risk | Payment Processor Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.00% | |
Trade Accounts, Loans, and Financing Receivable | Third-Party Vendor Concentration Risk | Bank Partner Account One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.00% | 8.00% |
Trade Accounts, Loans, and Financing Receivable | Third-Party Vendor Concentration Risk | Bank Partner Account Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 7.00% |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | Feb. 08, 2021 | Jul. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 481,379 | $ 77,212 | $ 54,696 | ||
Bison Trails Co. | |||||
Business Acquisition [Line Items] | |||||
Gain on remeasurement | $ 8,800 | ||||
Total purchase consideration | $ 457,268 | ||||
Holdback release term | 18 months | ||||
Total acquisition costs | $ 3,700 | ||||
Goodwill | $ 404,167 | ||||
Bison Trails Co. | Class A common stock | |||||
Business Acquisition [Line Items] | |||||
Number of shares included in purchase consideration | 496,434 | ||||
Tagomi Holdings, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 41,792 | ||||
Total acquisition costs | 1,100 | ||||
Goodwill | $ 22,516 | ||||
Number of shares issued to related party | 264,527 |
ACQUISITIONS - Schedule of purc
ACQUISITIONS - Schedule of purchase consideration (Details) - Bison Trails Co. $ in Thousands | Feb. 08, 2021USD ($) |
Business Acquisition [Line Items] | |
Common stock of the Company | $ 389,314 |
Previously held interest on acquisition date | 10,863 |
Cash | 28,726 |
Replacement of Bison Trails options | 28,365 |
Total purchase consideration | $ 457,268 |
ACQUISITIONS - Schedule of net
ACQUISITIONS - Schedule of net assets acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 481,379 | $ 77,212 | $ 54,696 | |
Bison Trails Co. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 12,201 | |||
Crypto assets held | 5,177 | |||
Accounts and loans receivable, net of allowance | 2,323 | |||
Prepaid expenses and other current assets | 122 | |||
Intangible assets | 39,100 | |||
Goodwill | 404,167 | |||
Other non-current assets | 1,221 | |||
Lease right-of-use assets | 808 | |||
Total assets | 465,119 | |||
Accounts payable and accrued expenses | 2,446 | |||
Lease liabilities | 808 | |||
Other liabilities | 4,597 | |||
Total liabilities | 7,851 | |||
Net assets acquired | $ 457,268 |
ACQUISITIONS - Schedule of fini
ACQUISITIONS - Schedule of finite-lived intangible assets acquired (Details) - USD ($) $ in Thousands | Feb. 08, 2021 | Jul. 31, 2020 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life at Acquisition (in years) | 3 years | 3 years |
User base | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life at Acquisition (in years) | 3 years | |
Bison Trails Co. | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 39,100 | |
Bison Trails Co. | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 36,000 | |
Bison Trails Co. | In process research and development ("IPR&D") | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,200 | |
Bison Trails Co. | User base | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,900 |
ACQUISITIONS - 2020 Schedule of
ACQUISITIONS - 2020 Schedule of purchase consideration (Details) - Tagomi Holdings, Inc. $ in Thousands | Jul. 31, 2020USD ($) |
Business Acquisition [Line Items] | |
Common stock of the Company | $ 30,589 |
Replacement of Tagomi options and warrants | 760 |
Cash | 1,906 |
Settlement of pre-existing receivable | 8,537 |
Total purchase consideration | $ 41,792 |
ACQUISITIONS - 2020 Schedule _2
ACQUISITIONS - 2020 Schedule of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 481,379 | $ 77,212 | $ 54,696 | |
Tagomi Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 13,777 | |||
Customer custodial funds | 19,837 | |||
Crypto assets held | 5,687 | |||
Accounts and loans receivable, net of allowance | 5,795 | |||
Prepaid expenses and other current assets | 633 | |||
Intangible assets | 7,350 | |||
Goodwill | 22,516 | |||
Other non-current assets | 1,611 | |||
Total assets | 77,206 | |||
Custodial funds due to customers | 20,787 | |||
Accounts payable and accrued expenses | 5,953 | |||
Crypto borrowings | 8,674 | |||
Total liabilities | 35,414 | |||
Net assets acquired | $ 41,792 |
ACQUISITIONS - 2020 Schedule _3
ACQUISITIONS - 2020 Schedule of finite lived and indefinite lived intangible assets (Details) - USD ($) $ in Thousands | Feb. 08, 2021 | Jul. 31, 2020 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life at Acquisition (in years) | 3 years | 3 years |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful Life at Acquisition (in years) | 5 years | |
Tagomi Holdings, Inc. | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 7,350 | |
Tagomi Holdings, Inc. | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 6,600 | |
Tagomi Holdings, Inc. | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 400 | |
Tagomi Holdings, Inc. | Licenses | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 350 |
REVENUE - Schedule of revenue d
REVENUE - Schedule of revenue disaggregated by source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Interest income | $ 3,320 | $ 2,559 |
Total revenue | 1,801,112 | 190,630 |
Transaction and Subscription and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,596,981 | 179,082 |
Transaction revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,540,580 | 171,991 |
Retail, net | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,455,171 | 162,002 |
Institutional | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 85,409 | 9,989 |
Subscription and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 56,401 | 7,091 |
Custodial fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,451 | 2,712 |
Staking revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 10,294 | 1,449 |
Earn campaign revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,111 | 0 |
Other subscription and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,225 | 371 |
Other Crypto Sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 204,131 | 11,548 |
Crypto asset sales revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 203,799 | 9,860 |
Corporate interest income | ||
Disaggregation of Revenue [Line Items] | ||
Interest income | $ 332 | $ 1,688 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Recognized revenue with related parties | $ 5.3 | $ 0.6 | |
Amounts receivable from related parties | 2.4 | $ 0.6 | |
Custodial fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Amounts receivable from customers, net of allowance | 12.9 | $ 4.4 | |
Crypto asset sales revenue | |||
Disaggregation of Revenue [Line Items] | |||
Cost of crypto assets used in fulfilling customer transactions | $ 186.3 | $ 10.2 |
REVENUE - Schedule of revenue_2
REVENUE - Schedule of revenue disaggregated by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,801,112 | $ 190,630 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,465,436 | 142,187 |
Rest of the World | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 335,676 | $ 48,443 |
ACCOUNTS AND LOANS RECEIVABLE -
ACCOUNTS AND LOANS RECEIVABLE - Schedule of accounts and loans receivable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer funds receivable | $ 33,570,000 | $ 67,926,000 |
In-transit customer receivables | 87,416,000 | 90,571,000 |
Custodial fee revenue receivable | 13,059,000 | 4,636,000 |
Loans receivable | 53,046,000 | 6,790,000 |
Interest and other receivables | 26,400,000 | 21,709,000 |
Allowance for doubtful accounts | 4,663,000 | 2,161,000 |
Accounts and loans receivable, net of allowance | 208,828,000 | 189,471,000 |
Loans receivable, allowance for credit loss | 0 | 0 |
Unlikely to be Collected Financing Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 3,300,000 | $ 1,300,000 |
ACCOUNTS AND LOANS RECEIVABLE_2
ACCOUNTS AND LOANS RECEIVABLE - Narrative (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable past due | $ 53,046,000 | $ 6,790,000 |
Financial Asset, Past Due | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable past due | 0 | 0 |
Cash and USDC Loans Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans receivable | 53,000,000 | 6,800,000 |
Interest receivable | 200,000 | $ 40,000 |
Allowance recorded against loans receivable | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 77,212 | $ 54,696 |
Additions due to acquisitions | 404,167 | 22,516 |
Balance, end of period | $ 481,379 | $ 77,212 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Accumulated impairment | $ 0 | $ 0 | $ 0 | |
Amortization expense of intangible assets | 6,900,000 | $ 3,900,000 | ||
Impairment expense | $ 800,000 | $ 300,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (36,399) | $ (29,506) |
Total amortization expense | 91,232 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total intangible assets, gross carrying amount | 780,787 | 406,425 |
Total accumulated amortization | (36,399) | (29,506) |
Intangible assets, net | 744,388 | 376,919 |
Domain name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 250 | 250 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 350 | 350 |
Crypto assets held | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 651,356 | 316,094 |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 56,708 | 20,708 |
Accumulated Amortization | (16,886) | (13,024) |
Total amortization expense | $ 39,822 | $ 7,684 |
Weighted Average Remaining Useful Life (in years) | 2 years 4 months 13 days | 2 years 1 month 2 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total accumulated amortization | $ (16,886) | $ (13,024) |
User base | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 1,900 | |
Accumulated Amortization | (123) | |
Total amortization expense | $ 1,777 | |
Weighted Average Remaining Useful Life (in years) | 2 years 5 months 1 day | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total accumulated amortization | $ (123) | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 66,591 | 66,591 |
Accumulated Amortization | (18,559) | (15,771) |
Total amortization expense | $ 48,032 | $ 50,820 |
Weighted Average Remaining Useful Life (in years) | 4 years 3 months 29 days | 4 years 6 months 29 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total accumulated amortization | $ (18,559) | $ (15,771) |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 30 | 30 |
Accumulated Amortization | (30) | (30) |
Total amortization expense | $ 0 | $ 0 |
Weighted Average Remaining Useful Life (in years) | 0 years | 0 years |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total accumulated amortization | $ (30) | $ (30) |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 2,402 | 2,402 |
Accumulated Amortization | (801) | (681) |
Total amortization expense | $ 1,601 | $ 1,721 |
Weighted Average Remaining Useful Life (in years) | 3 years 4 months 2 days | 3 years 6 months 29 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total accumulated amortization | $ (801) | $ (681) |
In process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 1,200 | |
Total amortization expense | $ 1,200 | |
In process research and development | Pro Forma | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset useful life | 3 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (for the remainder of) | $ 22,292 |
2022 | 28,536 |
2023 | 22,604 |
2024 | 11,346 |
2025 | 6,454 |
Thereafter | 0 |
Total amortization expense | $ 91,232 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS - Schedule of prepaid expenses and other current and non-current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets | |||
Prepaid expenses | $ 33,092 | $ 36,218 | |
Warrant to purchase crypto assets | 18,809 | 2,575 | |
Other | 3,761 | 717 | |
Total prepaid expenses and other current assets | 55,662 | 39,510 | |
Other non-current assets | |||
Equity method investments | 1,056 | 2,000 | |
Strategic investments | 34,921 | 26,146 | $ 15,599 |
Deferred tax assets | 16,175 | 20,807 | |
Deposits | 89,528 | 68,287 | |
Total other non-current assets | $ 141,680 | $ 117,240 |
PREPAID EXPENSES AND OTHER AS_4
PREPAID EXPENSES AND OTHER ASSETS - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Aug. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Upward adjustments due to remeasurement of investments | $ 2.9 | |
Impairments and downward adjustments due to remeasurement of investments | $ 2.6 | |
Centre Consortium LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50.00% |
PREPAID EXPENSES AND OTHER AS_5
PREPAID EXPENSES AND OTHER ASSETS - Schedule of other investments accounted for under the measurement alternative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity Securities without Readily Determinable Fair Value [Roll Forward] | ||
Carrying amount, beginning of period | $ 26,146 | $ 15,599 |
Net additions | 9,438 | 9,687 |
Upward adjustments | 1,387 | 1,307 |
Previously held interest in Bison Trails (see Note 3) | (2,000) | 0 |
Impairments and downward adjustments | (50) | (447) |
Carrying amount, end of period | $ 34,921 | $ 26,146 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 15,858 | $ 12,031 |
Accrued expenses | 68,913 | 33,987 |
Accrued payroll and payroll related | 32,010 | 23,403 |
Income taxes payable | 244,291 | 5,805 |
Other payables | 12,883 | 9,885 |
Accounts payable and accrued expenses | $ 373,955 | $ 85,111 |
DERIVATIVES - Schedule of notio
DERIVATIVES - Schedule of notional amount of derivative contracts outstanding (Details) - Not Designated as Hedging Instrument ethereum in Thousands, xRP in Millions, uniswapToken in Millions | Mar. 31, 2021bitcoin | Mar. 31, 2021ethereum | Mar. 31, 2021uniswapToken | Mar. 31, 2021derivaDexToken | Dec. 31, 2020bitcoin | Dec. 31, 2020ethereum | Dec. 31, 2020xRP | Dec. 31, 2020uniswapToken |
Crypto asset borrowings with embedded derivatives | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative contracts outstanding in native units | 9,105 | 5 | 9,305 | 3 | 1.5 | |||
Warrant to purchase crypto assets | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of derivative contracts outstanding in native units | 0.8 | 588,235 | 0.8 |
DERIVATIVES - Schedule of deriv
DERIVATIVES - Schedule of derivative assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | $ 18,809 | $ 2,575 |
Net derivative assets | 18,809 | 2,575 |
Gross derivative liabilities | 394,491 | 127,091 |
Net derivative liabilities | 394,491 | 127,091 |
Crypto borrowings with embedded derivatives | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 0 | 0 |
Net derivative assets | 0 | 0 |
Gross derivative liabilities | 394,491 | 127,091 |
Net derivative liabilities | 394,491 | 127,091 |
Warrant to purchase crypto assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 18,809 | 2,575 |
Net derivative assets | 18,809 | 2,575 |
Gross derivative liabilities | 0 | 0 |
Net derivative liabilities | 0 | 0 |
Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 18,809 | 2,575 |
Gross derivative liabilities | 0 | 12,696 |
Not Designated as Hedging Instrument | Crypto borrowings with embedded derivatives | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 0 | 0 |
Gross derivative liabilities | 0 | 12,696 |
Not Designated as Hedging Instrument | Warrant to purchase crypto assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 18,809 | 2,575 |
Gross derivative liabilities | 0 | 0 |
Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 0 | 0 |
Gross derivative liabilities | 394,491 | 114,395 |
Designated as Hedging Instrument | Crypto borrowings with embedded derivatives | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 0 | 0 |
Gross derivative liabilities | 394,491 | 114,395 |
Designated as Hedging Instrument | Warrant to purchase crypto assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross derivative assets | 0 | 0 |
Gross derivative liabilities | $ 0 | $ 0 |
DERIVATIVES - Schedule of gains
DERIVATIVES - Schedule of gains (losses) recorded in income (Details) - Crypto asset borrowings with embedded derivatives - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative [Line Items] | ||
Derivatives | $ (267,400) | $ 0 |
Hedged items | 258,124 | 0 |
Income statement impact | $ (9,276) | $ 0 |
DERIVATIVES - Schedule of cumul
DERIVATIVES - Schedule of cumulative fair value hedge basis adjustments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Carrying amount of the hedged items, assets | $ 518,225 | $ 247,735 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, active hedging relationships, assets | 370,617 | 113,102 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, discontinued hedging relationships, assets | 0 | 0 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, total, assets | 370,617 | 113,102 |
Carrying amount of the hedged items, liabilities | 0 | 0 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, active hedging relationships, liabilities | 0 | 0 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, discontinued hedging relationships, liabilities | 0 | 0 |
Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items, total, liabilities | $ 0 | $ 0 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Carrying value of the outstanding host contract | $ 149,300,000 | $ 144,200,000 | |
Fair value of the embedded derivative liabilities | 394,500,000 | $ 127,100,000 | |
Borrowing fees paid in crypto assets | $ 4,300,000 | $ 0 | |
Minimum | |||
Derivative [Line Items] | |||
Borrowing rate on derivatives | 1.70% | ||
Maximum | |||
Derivative [Line Items] | |||
Borrowing rate on derivatives | 7.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 1,983,318 | $ 1,061,850 | $ 636,324 |
Derivative assets | 18,809 | 2,575 | |
Crypto asset borrowings | 394,491 | 127,091 | |
Customer custodial funds excluded from fair value assets | 3,570,300 | 2,592,100 | |
Crypto assets held at cost excluded from fair value assets | 133,100 | 68,400 | |
Carrying value of the outstanding host contract | 149,300 | 144,200 | |
Held in Deposit at Financial Institutions and Crypto Asset Trading Venues | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 1,281,800 | 849,000 | |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 701,511 | 212,818 | |
Customer custodial funds | 2,721,499 | 1,171,274 | |
Crypto assets held | 518,225 | 247,735 | |
Derivative assets | 18,809 | 2,575 | |
Total assets | 3,960,044 | 1,634,402 | |
Crypto asset borrowings | 394,491 | 127,091 | |
Total liabilities | 394,491 | 127,091 | |
Level 1 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 701,511 | 212,818 | |
Customer custodial funds | 2,721,499 | 1,171,274 | |
Crypto assets held | 0 | 0 | |
Derivative assets | 0 | 0 | |
Total assets | 3,423,010 | 1,384,092 | |
Crypto asset borrowings | 0 | 0 | |
Total liabilities | 0 | 0 | |
Level 2 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 0 | 0 | |
Customer custodial funds | 0 | 0 | |
Crypto assets held | 518,225 | 247,735 | |
Derivative assets | 0 | 0 | |
Total assets | 518,225 | 247,735 | |
Crypto asset borrowings | 394,491 | 127,091 | |
Total liabilities | 394,491 | 127,091 | |
Level 3 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 0 | 0 | |
Customer custodial funds | 0 | 0 | |
Crypto assets held | 0 | 0 | |
Derivative assets | 18,809 | 2,575 | |
Total assets | 18,809 | 2,575 | |
Crypto asset borrowings | 0 | 0 | |
Total liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of assets measured at fair value on a recurring basis (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance as of January 1, 2021 | $ 2,575 |
Fair value adjustment | 16,234 |
Balance as of March 31, 2021 | $ 18,809 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Vesting period of warrants | 1 year |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Vesting period of warrants | 4 years |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of significant unobservable inputs (Details) - Warrant to purchase crypto assets - Level 3 | Mar. 31, 2021 |
Minimum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 0.0001 |
Minimum | Historical volatility of comparable crypto assets | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.05 |
Maximum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 0.0015 |
Maximum | Historical volatility of comparable crypto assets | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.75 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 126,605,000 | 126,605,000 |
Shares Issued (in shares) | 112,407,000 | 112,878,000 |
Shares Outstanding (in shares) | 112,407,000 | 112,878,000 |
Liquidation Preference | $ 568,320 | $ 578,750 |
Carrying Value | $ 552,037 | $ 562,467 |
FF Preferred | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 5,739,000 | 5,739,000 |
Shares Issued (in shares) | 5,739,000 | 5,739,000 |
Shares Outstanding (in shares) | 5,739,000 | 5,739,000 |
Original Issue Price per Share (in dollars per share) | $ 0 | $ 0 |
Liquidation Preference | $ 0 | $ 0 |
Carrying Value | $ 11 | $ 11 |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 30,929,000 | 30,929,000 |
Shares Issued (in shares) | 27,232,000 | 27,349,000 |
Shares Outstanding (in shares) | 27,232,000 | 27,349,000 |
Original Issue Price per Share (in dollars per share) | $ 0.19721 | $ 0.19721 |
Liquidation Preference | $ 5,371 | $ 5,394 |
Carrying Value | $ 4,923 | $ 4,946 |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 25,416,000 | 25,416,000 |
Shares Issued (in shares) | 21,831,000 | 21,831,000 |
Shares Outstanding (in shares) | 21,831,000 | 21,831,000 |
Original Issue Price per Share (in dollars per share) | $ 1.00676 | $ 1.00676 |
Liquidation Preference | $ 21,978 | $ 21,978 |
Carrying Value | $ 19,228 | $ 19,228 |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 32,542,000 | 32,542,000 |
Shares Issued (in shares) | 31,620,000 | 31,656,000 |
Shares Outstanding (in shares) | 31,620,000 | 31,656,000 |
Original Issue Price per Share (in dollars per share) | $ 2.76488 | $ 2.76488 |
Liquidation Preference | $ 87,426 | $ 87,525 |
Carrying Value | $ 83,047 | $ 83,146 |
Series D | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 17,471,000 | 17,471,000 |
Shares Issued (in shares) | 17,428,000 | 17,471,000 |
Shares Outstanding (in shares) | 17,428,000 | 17,471,000 |
Original Issue Price per Share (in dollars per share) | $ 8.25390 | $ 8.25390 |
Liquidation Preference | $ 143,850 | $ 144,205 |
Carrying Value | $ 135,383 | $ 135,738 |
Series E | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 14,508,000 | 14,508,000 |
Shares Issued (in shares) | 8,557,000 | 8,832,000 |
Shares Outstanding (in shares) | 8,557,000 | 8,832,000 |
Original Issue Price per Share (in dollars per share) | $ 36.19220 | $ 36.19220 |
Liquidation Preference | $ 309,695 | $ 319,648 |
Carrying Value | $ 309,445 | $ 319,398 |
CONVERTIBLE PREFERRED STOCK - N
CONVERTIBLE PREFERRED STOCK - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Temporary Equity Disclosure [Abstract] | |
Share issuance costs incurred | $ 0.8 |
CONVERTIBLE PREFERRED STOCK - S
CONVERTIBLE PREFERRED STOCK - Schedule of change in convertible preferred stock per class (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 112,878,000 |
Ending balance (in shares) | 112,407,000 |
FF Preferred | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 5,739,000 |
Conversion to Class A common stock (in shares) | 0 |
Ending balance (in shares) | 5,739,000 |
Series A | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 27,349,000 |
Conversion to Class A common stock (in shares) | (117,000) |
Ending balance (in shares) | 27,232,000 |
Series B | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 21,831,000 |
Conversion to Class A common stock (in shares) | 0 |
Ending balance (in shares) | 21,831,000 |
Series C | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 31,656,000 |
Conversion to Class A common stock (in shares) | (36,000) |
Ending balance (in shares) | 31,620,000 |
Series D | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 17,471,000 |
Conversion to Class A common stock (in shares) | (43,000) |
Ending balance (in shares) | 17,428,000 |
Series E | |
Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 8,832,000 |
Conversion to Class A common stock (in shares) | (275,000) |
Ending balance (in shares) | 8,557,000 |
COMMON STOCK - Narrative (Detai
COMMON STOCK - Narrative (Details) | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 01, 2018voteboard_member |
Class of Stock [Line Items] | |||
Number of elected board members | board_member | 2 | ||
Common stock, authorized (in shares) | shares | 490,413,936 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Number of votes per share | vote | 10 | ||
Common stock, authorized (in shares) | shares | 208,413,936 | 208,414,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Number of votes per share | vote | 1 | ||
Common stock, authorized (in shares) | shares | 282,000,000 | 267,640,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 |
COMMON STOCK - Schedule of shar
COMMON STOCK - Schedule of shares reserved for future issuance (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 61,589,000 | 57,905,000 |
Conversion of Series E convertible preferred stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 8,557,000 | 8,832,000 |
Options issued and outstanding under 2013 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 2,831,000 | 3,550,000 |
Options issued and outstanding under 2019 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 34,940,000 | 37,232,000 |
RSUs issued and outstanding under 2019 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 7,515,000 | 3,766,000 |
Shares available for future issuance under the 2019 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 5,077,000 | 2,193,000 |
Replacement options issued and outstanding from Tagomi acquisition | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 18,000 | 32,000 |
Replacement options issued and outstanding from Bison Trails acquisition | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 355,000 | 0 |
Exercise and conversion of outstanding warrant | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 4,000 |
Shares available for future issuance of warrants | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 2,296,000 | 2,296,000 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 120,708,000 | 126,896,000 |
Conversion of FF Preferred and Series A, B, C, and D convertible preferred stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 103,850,000 | 104,046,000 |
Options issued and outstanding under 2013 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 16,858,000 | 22,442,000 |
Exercise and conversion of outstanding warrant | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 0 | 408,000 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | ||
Balance at January 1, 2021 (in shares) | 63,256 | |
Granted (in shares) | 470 | |
Exercised (in shares) | (7,918) | |
Forfeited and cancelled (in shares) | (806) | |
Balance at March 31, 2021 (in shares) | 55,002 | 63,256 |
Weighted Average Exercise Price per Share | ||
Options outstanding, weighted average exercise price per share - January 1, 2021 (in dollars per share) | $ 14.84 | |
Options granted, weighted average exercise price per share (in $ per share) | 3.45 | |
Options exercised, weighted average exercise price per share (in $ per share) | 7.58 | |
Options forfeited and cancelled, weighted average exercise price per share (in dollars per share) | 19.86 | |
Options outstanding, weighted average exercise price per share - March 31, 2021 (in dollars per share) | $ 15.72 | $ 14.84 |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, Weighted average remaining contractual term | 8 years 1 month 6 days | 8 years 2 months 1 day |
Options outstanding, Aggregate intrinsic value | $ 15,842,278 | $ 2,527,396 |
Options vested and exercisable, Number of options (in shares) | 21,518 | |
Options vested and exercisable , Weighted average exercise price per share (in dollars per share) | $ 7.75 | |
Options vested and exercisable, Weighted average remaining contractual term | 6 years 8 months 8 days | |
Options vested and exercisable, Aggregate intrinsic value | $ 6,369,435 | |
Options vested and expected to vest, Number of options (in shares) | 45,708 | |
Options vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $ 14.15 | |
Options vested and expected to vest, Weighted average remaining contractual term | 7 years 10 months 6 days | |
Options vested and expected to vest, Aggregate intrinsic value | $ 13,237,287 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost related to unvested stock options | $ 225.5 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, weighted-average period of recognition | 2 years 8 months 15 days |
Number of shares subject to repurchase | shares | 1,290,405 |
Value of shares related to repurchase | $ 24.2 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, weighted-average period of recognition | 2 years 9 months 21 days |
Total unrecognized compensation cost related to unvested RSUs | $ 956.2 |
RSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock based compensation vesting period | 2 years |
RSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock based compensation vesting period | 4 years |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, weighted-average period of recognition | 2 years 9 months 21 days |
Stock based compensation vesting period | 3 years |
Total unrecognized compensation cost related to unvested RSUs | $ 229.9 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of restricted stock unit and restricted stock activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
RSUs | |
Number of shares | |
Balance at January 1, 2021 (in shares) | shares | 3,766 |
Granted (in shares) | shares | 3,960 |
Vested (in shares) | shares | (204) |
Forfeited and cancelled (in shares) | shares | (41) |
Balance at March 31, 2021 (in shares) | shares | 7,481 |
Weighted- Average Grant Date Fair Value Per Share | |
Weighted-average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 54.80 |
Granted, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 211.92 |
Vested, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 54.80 |
Forfeited and cancelled, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 188.60 |
Weighted-average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 137.25 |
Restricted Stock | |
Number of shares | |
Balance at January 1, 2021 (in shares) | shares | 824 |
Granted (in shares) | shares | 1,319 |
Vested (in shares) | shares | 0 |
Forfeited and cancelled (in shares) | shares | 0 |
Balance at March 31, 2021 (in shares) | shares | 2,143 |
Weighted- Average Grant Date Fair Value Per Share | |
Weighted-average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 23.46 |
Granted, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 171.85 |
Vested, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 0 |
Forfeited and cancelled, Weighted-average grant date fair value per share (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 114.80 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of stock based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | $ 104,628 | $ 9,180 |
Technology and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | 73,256 | 4,882 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | 3,531 | 176 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | $ 27,841 | $ 4,122 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 22.60% | 8.40% |
NET INCOME PER SHARE - Schedule
NET INCOME PER SHARE - Schedule of net income per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net income | $ 771,463 | $ 31,973 |
Less: Income allocated to participating securities | (469,567) | (31,973) |
Net income attributable to common stockholders, basic | $ 301,896 | $ 0 |
Denominator | ||
Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic | 79,373,000 | 66,957,000 |
Net income per share attributable to common stockholders, basic (in dollars per share) | $ 3.80 | $ 0 |
Numerator | ||
Net income | $ 771,463 | $ 31,973 |
Less: Income allocated to participating securities | (383,744) | (31,973) |
Net income attributable to common stockholders - diluted | $ 387,719 | $ 0 |
Denominator | ||
Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, basic | 79,373,000 | 66,957,000 |
Weighted-average effect of potentially dilutive securities: | ||
Warrants | 290,000 | 0 |
Weighted-average shares of common stock used to compute net income per share attributable to common stockholders, diluted | 126,996,000 | 66,957,000 |
Net income per share attributable to common stockholders, diluted (in dollars per share) | $ 3.05 | $ 0 |
Stock options | ||
Weighted-average effect of potentially dilutive securities: | ||
Share-based compensation plan | 44,492,000 | 0 |
RSUs | ||
Weighted-average effect of potentially dilutive securities: | ||
Share-based compensation plan | 2,841,000 | 0 |
NET INCOME PER SHARE - Schedu_2
NET INCOME PER SHARE - Schedule of potentially dilutive shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded in the computation of diluted earnings per share | 2,523 | 42,507 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded in the computation of diluted earnings per share | 192 | 41,408 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded in the computation of diluted earnings per share | 2,331 | 0 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded in the computation of diluted earnings per share | 0 | 408 |
Contingent consideration recognized in asset acquisition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded in the computation of diluted earnings per share | 0 | 691 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 01, 2021voteshares | Feb. 28, 2021 | Mar. 31, 2021shares | Dec. 31, 2020shares |
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 490,413,936 | |||
Employee Stock | ||||
Subsequent Event [Line Items] | ||||
Stock plan offering period | 24 months | |||
Class A common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 282,000,000 | 267,640,000 | ||
Class A common stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 10,000,000,000 | |||
Common stock, voting rights per share | vote | 1 | |||
Class A common stock | Employee Stock | ||||
Subsequent Event [Line Items] | ||||
Discount on purchase price of common stock | 15.00% | |||
Class B common stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 208,413,936 | 208,414,000 | ||
Class B common stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 500,000,000 | |||
Common stock, voting rights per share | vote | 20 | |||
Common stock, conversion ratio | 1 | |||
Undesignated common stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, authorized (in shares) | 500,000,000 | |||
Undesignated preferred stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, authorized (in shares) | 500,000,000 |