Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40691 | |
Entity Registrant Name | Robinhood Markets, Inc. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 46-4364776 | |
Entity Address, Street | 85 Willow Rd | |
Entity Address, City | Menlo Park | |
Entity Address, State | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | 844 | |
Local Phone Number | 428-5411 | |
Title of each class | Class A Common Stock - $0.0001 par value per share | |
Trading Symbol(s) | HOOD | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001783879 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 725,288,102 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 130,155,246 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,077,752 | $ 1,402,629 |
Cash and securities segregated under federal and other regulations | 5,374,594 | 4,914,660 |
Receivables from brokers, dealers and clearing organizations | 209,792 | 124,501 |
Receivables from users, net | 5,423,643 | 3,354,142 |
Deposits with clearing organizations | 272,204 | 225,514 |
Other current assets | 1,542,902 | 851,138 |
Total current assets | 17,900,887 | 10,872,584 |
Property, software and equipment, net | 71,078 | 45,834 |
Restricted cash | 17,273 | 7,364 |
Non-current assets | 99,344 | 62,692 |
Total assets | 18,088,582 | 10,988,474 |
Current liabilities: | ||
Accounts payable and accrued expenses | 292,851 | 104,649 |
Payables to users | 7,768,181 | 5,897,242 |
Amounts of liabilities presented on the unaudited condensed consolidated balance sheets | 2,642,900 | 1,921,118 |
Other current liabilities | 1,536,344 | 893,036 |
Total current liabilities | 12,240,276 | 8,816,045 |
Convertible notes | 5,189,783 | 0 |
Other non-current liabilities | 463,548 | 48,012 |
Total liabilities | 17,893,607 | 8,864,057 |
Commitments and contingencies (Note 14) | ||
Mezzanine equity | ||
Carrying Value of Stock, Net of Issuance Costs | 2,179,739 | 2,179,739 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 777,354,000 and 1,057,152,204 shares authorized at December 31, 2020 and June 30, 2021. 229,031,546 and 232,609,957 shares issued and outstanding at December 31, 2020 and June 30, 2021. | 1 | 1 |
Additional paid-in capital | 151,281 | 134,307 |
Accumulated other comprehensive income | 525 | 473 |
Accumulated deficit | (2,136,571) | (190,103) |
Total stockholders’ deficit | (1,984,764) | (55,322) |
Total liabilities, mezzanine equity and stockholders’ deficit | $ 18,088,582 | $ 10,988,474 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, authorized (in shares) | 658,311,424 | 414,033,220 |
Redeemable convertible preferred stock, issued (in shares) | 412,742,897 | 412,742,897 |
Redeemable convertible preferred stock, outstanding (in shares) | 412,742,897 | 412,742,897 |
Redeemable convertible preferred stock, Liquidation preference | $ 2,191,086,000 | $ 2,191,086,000 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,057,152,204 | 777,354,000 |
Common stock, shares issued (in shares) | 232,609,957 | 229,031,546 |
Common stock, shares outstanding (in shares) | 232,609,957 | 229,031,546 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Revenues | $ 451,167 | $ 187,413 | $ 871,606 | $ 283,044 |
Net interest revenues | 67,709 | 39,998 | 130,206 | 64,014 |
Total net revenues | 565,333 | 244,211 | 1,087,507 | 371,761 |
Operating expenses: | ||||
Brokerage and transaction | 37,812 | 28,612 | 78,816 | 49,016 |
Technology and development | 156,347 | 44,971 | 273,205 | 78,176 |
Operations | 101,065 | 30,464 | 167,629 | 52,277 |
Marketing | 94,159 | 43,510 | 196,407 | 113,432 |
General and administrative | 111,346 | 38,636 | 248,460 | 73,287 |
Total operating expenses | 500,729 | 186,193 | 964,517 | 366,188 |
Change in fair value of convertible notes and warrant liability | 528,052 | 0 | 2,020,321 | 0 |
Other expense (income), net | 710 | (100) | (149) | 43 |
Income (loss) before income tax | (464,158) | 58,118 | (1,897,182) | 5,530 |
Provision for income taxes | 37,507 | 534 | 49,286 | 448 |
Net income (loss) | (501,665) | 57,584 | (1,946,468) | 5,082 |
Net income (loss) attributable to common stockholders: | ||||
Basic | (501,665) | 22,783 | (1,946,468) | 2,050 |
Diluted | $ (501,665) | $ 22,783 | $ (1,946,468) | $ 2,050 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (2.16) | $ 0.10 | $ (8.41) | $ 0.01 |
Diluted (in dollars per share) | $ (2.16) | $ 0.09 | $ (8.41) | $ 0.01 |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||
Basic (in shares) | 232,223,019 | 225,091,413 | 231,459,227 | 224,953,736 |
Diluted (in shares) | 232,223,019 | 244,338,145 | 231,459,227 | 244,539,192 |
Transaction-based revenues | ||||
Revenues: | ||||
Revenues | $ 451,167 | $ 187,413 | $ 871,606 | $ 283,044 |
Other revenues | ||||
Revenues: | ||||
Revenues | $ 46,457 | $ 16,800 | $ 85,695 | $ 24,703 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (501,665) | $ 57,584 | $ (1,946,468) | $ 5,082 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 23 | (42) | 52 | (174) |
Total other comprehensive income (loss), net of tax | 23 | (42) | 52 | (174) |
Total comprehensive income (loss) | $ (501,642) | $ 57,542 | $ (1,946,416) | $ 4,908 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities: | ||
Net income | $ (1,946,468) | $ 5,082 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 8,694 | 3,913 |
Provision for credit losses | 36,745 | 23,933 |
Share-based compensation | 10,134 | 3,777 |
Deferred income taxes | 1 | (88) |
Change in fair value of convertible notes and warrant liability | 2,020,321 | 0 |
Other | 0 | 19 |
Changes in operating assets and liabilities: | ||
Segregated securities under federal and other regulations | (214,990) | 0 |
Receivables from brokers, dealers and clearing organizations | (85,291) | (116,703) |
Receivables from users, net | (2,104,430) | (769,581) |
Deposits with clearing organizations | (46,690) | (113,112) |
Other current and non-current assets | (730,233) | (156,252) |
Accounts payable and accrued expenses | 182,214 | 18,248 |
Payables to users | 1,870,939 | 2,913,253 |
Securities loaned | 721,782 | 91,468 |
Other current and non-current liabilities | 676,393 | 159,206 |
Net cash provided by (used in) operating activities | 399,121 | 2,063,163 |
Investing activities: | ||
Purchase of property, software and equipment | (22,085) | (11,689) |
Capitalization of internally developed software | (5,777) | (4,573) |
Net cash used in investing activities | (27,862) | (16,262) |
Financing activities: | ||
Proceeds from issuance of convertible notes and warrants | 3,551,975 | 0 |
Draws on credit facilities | 1,348,276 | 907,700 |
Repayments on credit facilities | (1,348,276) | (892,700) |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 557,297 |
Proceeds from exercise of stock options, net of repurchases | 6,690 | 584 |
Net cash provided by financing activities | 3,558,665 | 572,881 |
Effect of foreign exchange rate changes on cash and cash equivalents | 52 | (174) |
Net increase in cash, cash equivalents, segregated cash and restricted cash | 3,929,976 | 2,619,608 |
Cash, cash equivalents, segregated cash and restricted cash, beginning of the period | 6,189,659 | 3,069,568 |
Cash, cash equivalents, segregated cash and restricted cash, end of the period | 10,119,635 | 5,689,176 |
Cash and cash equivalents, end of the period | 5,077,752 | 794,482 |
Segregated cash, end of the period | 5,024,610 | 4,887,330 |
Restricted cash, end of the period | 17,273 | 7,364 |
Cash, cash equivalents, segregated cash and restricted cash, end of the period | 10,119,635 | 5,689,176 |
Supplemental disclosures: | ||
Cash paid for interest | 3,083 | 2,582 |
Cash paid for income taxes | $ 3,128 | $ 417 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Redeemable convertible preferred stock | Common stock | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit |
Balance at beginning of period, Redeemable convertible preferred stock (in shares) at Dec. 31, 2019 | 321,626,778 | |||||
Balance at beginning of period, Redeemable convertible preferred stock at Dec. 31, 2019 | $ 912,411 | |||||
Increase (decrease) in mazzanine equity | ||||||
Issuance of Series F convertible preferred stock, net of issuance costs (in shares) | 44,640,000 | |||||
Issuance of Series F convertible preferred stock, net of issuance costs | $ 557,297 | |||||
Balance at end of period, Redeemable convertible preferred stock (in shares) at Jun. 30, 2020 | 366,266,778 | |||||
Balance at end of period, Redeemable convertible preferred stock at Jun. 30, 2020 | $ 1,469,708 | |||||
Balance at beginning of period, Common stock (in shares) at Dec. 31, 2019 | 224,802,545 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ (97,048) | $ 1 | $ 99,439 | $ 189 | $ (196,677) | |
Increase (decrease) in stockholder's equity | ||||||
Net income (loss) | 5,082 | 5,082 | ||||
Shares issued in connection with employee stock plans (in shares) | 1,017,823 | |||||
Shares issued in connection with employee stock plans | 1,440 | 1,440 | ||||
Vesting of early-exercised stock options | 312 | 312 | ||||
Repurchase of common stock (in shares) | (70,000) | |||||
Repurchase of common stock | (875) | (875) | ||||
Change in other comprehensive income | (174) | (174) | ||||
Share-based compensation | 4,314 | 4,314 | ||||
Balance at end of period, Common stock (in shares) at Jun. 30, 2020 | 225,750,368 | |||||
Balance at end of period at Jun. 30, 2020 | (86,949) | $ 1 | 105,505 | 15 | (192,470) | |
Balance at beginning of period, Redeemable convertible preferred stock (in shares) at Mar. 31, 2020 | 321,626,778 | |||||
Balance at beginning of period, Redeemable convertible preferred stock at Mar. 31, 2020 | $ 912,411 | |||||
Increase (decrease) in mazzanine equity | ||||||
Issuance of Series F convertible preferred stock, net of issuance costs (in shares) | 44,640,000 | |||||
Issuance of Series F convertible preferred stock, net of issuance costs | $ 557,297 | |||||
Balance at end of period, Redeemable convertible preferred stock (in shares) at Jun. 30, 2020 | 366,266,778 | |||||
Balance at end of period, Redeemable convertible preferred stock at Jun. 30, 2020 | $ 1,469,708 | |||||
Balance at beginning of period, Common stock (in shares) at Mar. 31, 2020 | 225,567,600 | |||||
Balance at beginning of period at Mar. 31, 2020 | (146,791) | $ 1 | 103,205 | 57 | (250,054) | |
Increase (decrease) in stockholder's equity | ||||||
Net income (loss) | 57,584 | 57,584 | ||||
Shares issued in connection with employee stock plans (in shares) | 182,768 | |||||
Shares issued in connection with employee stock plans | 515 | 515 | ||||
Vesting of early-exercised stock options | 154 | 154 | ||||
Change in other comprehensive income | (42) | (42) | ||||
Share-based compensation | 1,631 | 1,631 | ||||
Balance at end of period, Common stock (in shares) at Jun. 30, 2020 | 225,750,368 | |||||
Balance at end of period at Jun. 30, 2020 | $ (86,949) | $ 1 | 105,505 | 15 | (192,470) | |
Balance at beginning of period, Redeemable convertible preferred stock (in shares) at Dec. 31, 2020 | 412,742,897 | 412,742,897 | ||||
Balance at beginning of period, Redeemable convertible preferred stock at Dec. 31, 2020 | $ 2,179,739 | $ 2,179,739 | ||||
Balance at end of period, Redeemable convertible preferred stock (in shares) at Jun. 30, 2021 | 412,742,897 | 412,742,897 | ||||
Balance at end of period, Redeemable convertible preferred stock at Jun. 30, 2021 | $ 2,179,739 | $ 2,179,739 | ||||
Balance at beginning of period, Common stock (in shares) at Dec. 31, 2020 | 229,031,546 | 229,031,546 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ (55,322) | $ 1 | 134,307 | 473 | (190,103) | |
Increase (decrease) in stockholder's equity | ||||||
Net income (loss) | (1,946,468) | (1,946,468) | ||||
Shares issued in connection with employee stock plans (in shares) | 3,581,521 | |||||
Shares issued in connection with employee stock plans | 6,579 | 6,579 | ||||
Vesting of early-exercised stock options | 173 | 173 | ||||
Repurchase of common stock (in shares) | (3,110) | |||||
Change in other comprehensive income | 52 | 52 | ||||
Share-based compensation | $ 10,222 | 10,222 | ||||
Balance at end of period, Common stock (in shares) at Jun. 30, 2021 | 232,609,957 | 232,609,957 | ||||
Balance at end of period at Jun. 30, 2021 | $ (1,984,764) | $ 1 | 151,281 | 525 | (2,136,571) | |
Balance at beginning of period, Redeemable convertible preferred stock (in shares) at Mar. 31, 2021 | 412,742,897 | |||||
Balance at beginning of period, Redeemable convertible preferred stock at Mar. 31, 2021 | $ 2,179,739 | |||||
Balance at end of period, Redeemable convertible preferred stock (in shares) at Jun. 30, 2021 | 412,742,897 | 412,742,897 | ||||
Balance at end of period, Redeemable convertible preferred stock at Jun. 30, 2021 | $ 2,179,739 | $ 2,179,739 | ||||
Balance at beginning of period, Common stock (in shares) at Mar. 31, 2021 | 232,257,374 | |||||
Balance at beginning of period at Mar. 31, 2021 | (1,485,186) | $ 1 | 149,217 | 502 | (1,634,906) | |
Increase (decrease) in stockholder's equity | ||||||
Net income (loss) | (501,665) | (501,665) | ||||
Shares issued in connection with employee stock plans (in shares) | 355,693 | |||||
Shares issued in connection with employee stock plans | 782 | 782 | ||||
Vesting of early-exercised stock options | 113 | 113 | ||||
Repurchase of common stock (in shares) | (3,110) | |||||
Change in other comprehensive income | 23 | 23 | ||||
Share-based compensation | $ 1,169 | 1,169 | ||||
Balance at end of period, Common stock (in shares) at Jun. 30, 2021 | 232,609,957 | 232,609,957 | ||||
Balance at end of period at Jun. 30, 2021 | $ (1,984,764) | $ 1 | $ 151,281 | $ 525 | $ (2,136,571) |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Robinhood Markets, Inc. (“RHM”, together with its subsidiaries, “Robinhood”, the “Company”, “we”, or “us”) was incorporated in the State of Delaware on November 22, 2013. Our most significant, wholly-owned subsidiaries are: • Robinhood Financial LLC (“RHF”), a registered introducing broker-dealer; • Robinhood Securities, LLC (“RHS”), a registered clearing broker-dealer; and • Robinhood Crypto, LLC (“RHC”), which provides users the ability to buy and sell cryptocurrencies. Acting as the agent of the user, we facilitate the purchase and sale of equities, options and cryptocurrencies through our platform by routing transactions through market makers, who are responsible for trade execution. Upon execution of a trade, users are legally required to purchase equities, options, or cryptocurrencies for cash from the transaction counterparty or to sell equities, options or cryptocurrencies for cash to the transaction counterparty, depending on the transaction. Acting as agent, we facilitate and confirm trades only when there are binding, matched legal obligations from the user and the market maker on both sides of the trade. Our users have ownership of the securities, including those that collateralize margin loans, and cryptocurrencies transacted on our platform and, as a result, any such securities or cryptocurrencies owned by users are not presented in our unaudited condensed consolidated balance sheets. We do not allow users to purchase cryptocurrency on margin. We hold cryptocurrency in custody for our users’ accounts in one or more omnibus cryptocurrency wallets. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus referred to as “COVID-19” to be a global pandemic. The COVID-19 pandemic has negatively impacted the global economy and caused significant volatility in the financial markets. In response to the pandemic, we have enabled nearly all of our employees to work remotely and have restricted business travel. Throughout the COVID-19 pandemic, we have seen substantial growth in our user base, retention, engagement and trading activity metrics, as well as continued gains and periodic all-time highs achieved by the equity markets generally. During the COVID-19 pandemic, we have seen an increasing interest in personal finance and investing, coupled with low interest rates and a positive market environment, especially in the U.S. equity markets, that has encouraged an unprecedented number of first-time retail investors to become our customers and begin trading on our platform. At the same time, the COVID-19 pandemic has resulted, in part, in inefficiencies or delays in our business, operational challenges and additional costs related to business continuity initiatives as our workforce has fully transitioned to remote working. The extent of the impact of COVID-19 on our business and financial results will depend largely on future developments, including the duration of the pandemic, actions taken to contain COVID-19 or address its impact, the ability to reintegrate our workforce or to adapt to the long-term distributed workforce model (with some employees part- or full-time remote, and others not) we expect to adopt, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ended December 31, 2021 or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in our final prospectus for our IPO dated July 28, 2021 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1934 on July 30, 2021 (the “Final Prospectus”). There have been no material changes in our significant accounting policies as described in our consolidated financial statements included in our audited annual consolidated financial statements for the year ended December 31, 2020, other than the adoption of the accounting pronouncement as described below in Note 2. The unaudited condensed consolidated financial statements include the accounts of RHM and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of estimates The preparation of unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience, and other assumptions we believe to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities. Assumptions and estimates used in preparing our unaudited condensed consolidated financial statements include those related to the determination of allowances for credit losses, the capitalization and estimated useful life of internally developed software, contingent liabilities, useful lives of property and equipment, the incremental borrowing rate used to determine the present value of lease payments, the valuation and recognition of share-based compensation, the valuation of the convertible notes and warrant liability, uncertain tax positions, and the recognition and measurement of current and deferred income tax assets and liabilities. Actual results could differ from these estimates and could have a material adverse effect on our unaudited condensed consolidated financial statements. Deferred offering costs We have capitalized qualified legal, accounting and other direct costs related to our efforts to raise capital through a sale of our common stock in an IPO. Deferred offering costs are included in other current assets on the unaudited condensed consolidated balance sheets and will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If we terminate the planned IPO or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2020 and June 30, 2021, $1.3 million and $9.5 million of deferred offering costs were capitalized. Concentration of credit risk We had transaction-based revenues from individual market makers in excess of 10% of total revenues, as follows: Three Months Ended Six Months Ended 2020 2021 2020 2021 Market maker: Citadel Securities, LLC 36 % 14 % 34 % 21 % Tai Mo Shan Limited (1) 1 % 29 % 2 % 20 % Entities affiliated with Susquehanna International Group, LLP (2) 21 % 9 % 20 % 11 % Entity affiliated with Jane Street Group 1 % 12 % 1 % 9 % Entities affiliated with Wolverine Holdings, L.P. (3) 8 % 8 % 10 % 8 % All others individually less than 10% 10 % 7 % 9 % 11 % Total as percentage of total revenue: 77 % 79 % 76 % 80 % ________________ (1) Member of Jump Trading Group (2) Consists of Global Execution Brokers, LP and G1X Execution Services, LLC (3) Consists of Wolverine Execution Services, LLC and Wolverine Securities LLC We are engaged in various trading and brokerage activities in which the counterparties primarily include broker-dealers, banks, and other financial institutions. In the event our counterparties do not fulfill their obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty. It is our policy to review, as necessary, the credit standing of each counterparty. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted accounting pronouncements Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments, amends the accounting guidance for evaluating the classification of certain contracts in an entity’s own equity, and modifies the diluted earnings per share calculations for convertible instruments. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We adopted this guidance effective January 1, 2021 using the full retrospective method. The adoption of the guidance did not have a material impact on our unaudited condensed consolidated financial statements. Recently issued accounting pronouncements not yet adopted |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Disaggregation of revenues The following table presents our revenue disaggregated by revenue source: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Transaction-based revenues: Options $ 111,148 $ 164,604 $ 170,908 $ 362,464 Cryptocurrencies 5,320 233,103 9,558 320,690 Equities 70,606 52,012 102,195 185,313 Other 339 1,448 383 3,139 Total transaction-based revenues 187,413 451,167 283,044 871,606 Net interest revenues: Securities lending 28,633 39,448 35,138 75,074 Margin interest 10,958 31,230 18,787 58,961 Interest on segregated cash and securities 1,436 931 10,632 2,041 Other interest revenue 526 1,368 2,516 2,197 Interest expenses related to credit facilities (1,555) (5,268) (3,059) (8,067) Total net interest revenues 39,998 67,709 64,014 130,206 Other revenues 16,800 46,457 24,703 85,695 Total net revenues $ 244,211 $ 565,333 $ 371,761 $ 1,087,507 Receivables and Contract Balances Receivables are recognized when we have an unconditional right to invoice and receive payment under a contract with a customer and are derecognized when cash is received. Receivables primarily consist of transaction-based revenue receivables due from market makers and are reported in receivables from brokers, dealers and clearing organizations and other revenue receivables due from our partnership with a third-party investor communications company and are reported in other current assets on the unaudited condensed consolidated balance sheets. The table below sets forth contract receivables balances for the period indicated: (in thousands) Receivables Beginning of period, January 1, 2021 $ 111,871 End of period, June 30, 2021 147,168 Increase in receivables during the period $ 35,297 The difference between the opening and ending balance of our receivables primarily results from the growth of our business over the period and timing differences between our performance and counterparties’ payments. Contract liabilities consist of unearned subscription revenue which are recognized when users remit contractual cash payments in advance of us satisfying our performance obligations under the contract and are recorded as other current liabilities on the unaudited condensed consolidated balance sheets. The table below sets forth contract liabilities balances for the period indicated: (in thousands) Contract Liabilities Beginning of period, January 1, 2021 $ 2,060 End of period, June 30, 2021 3,605 Increase in contract liabilities during the period $ 1,545 |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSES The following table summarizes the allowance for credit losses, which primarily relate to unsecured balances of receivables from users due to fraudulent, unlawful or otherwise inappropriate customer behavior, such as when customers initiate deposits into their accounts, make trades on our platform using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount (“Fraudulent Deposit Transactions”) and to a lesser extent, losses on margin borrowings, for the periods indicated: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Beginning balance $ 27,070 $ 30,875 $ 17,122 $ 34,092 Provision for credit losses 13,985 20,342 23,933 36,745 Write-offs — (15,964) $ — $ (35,584) Ending balance $ 41,055 $ 35,253 $ 41,055 $ 35,253 During the three and six months ended June 30, 2020, the provision for credit losses related to unsecured balances of receivables from users was $13.4 million and $23.3 million while the remaining $0.6 million and $0.6 million was related to other receivables. During the three and six months ended June 30, 2021, the provision for credit losses related to unsecured receivables from users was $19.0 million and $34.9 million while the remaining $1.3 million and $1.8 million was related to other receivables. As of June 30, 2020 and 2021, the ending allowance for credit losses related to unsecured balances of receivables from users was $40.4 million and $32.9 million while the remaining $0.7 million and $2.4 million were related to other receivables. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Financial assets and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our unaudited condensed consolidated balance sheets as follows: December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,026,034 $ — $ — $ 1,026,034 Cash and securities segregated under federal and other regulations: U.S. Treasury securities 134,994 — — 134,994 Other current assets: Equity securities - user-held fractional shares 802,483 — — 802,483 Equity securities - securities owned 3,222 — — 3,222 Total financial assets $ 1,966,733 $ — $ — $ 1,966,733 Liabilities Accounts payable and accrued expenses: Equity securities - referral program liability $ 695 $ — $ — $ 695 Other current liabilities: Equity securities - repurchase obligations 802,483 — — 802,483 Total financial liabilities $ 803,178 $ — $ — $ 803,178 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,927,574 $ — $ — $ 1,927,574 U.S. Treasury securities 349,984 — — 349,984 Other current assets: Equity securities - user-held fractional shares 1,430,855 — — 1,430,855 Equity securities - securities owned 18,874 — — 18,874 Total financial assets $ 3,727,287 $ — $ — $ 3,727,287 Liabilities Accounts payable and accrued expenses: Equity securities - referral program liability $ 389 $ — $ — $ 389 Other current liabilities: Equity securities - repurchase obligations 1,430,855 — — 1,430,855 Convertible notes: Convertible notes — — 5,189,783 5,189,783 Other non-current liabilities: Warrant liability — — 382,513 382,513 Total financial liabilities $ 1,431,244 $ — $ 5,572,296 $ 7,003,540 We measure our cash equivalents, securities segregated under federal and other regulations, equity securities owned by us for the promotional stock referral and fractional shares programs, and user-held fractional shares at fair value. Repurchase obligations in connection with our fractional shares program and equity securities that were awarded to our users as a part of our promotional stock referral program but had not been claimed as of December 31, 2020 and June 30, 2021 are also measured at fair value. We have evaluated the estimated fair value of financial instruments using available market information such as quoted market prices for the same instrument in active markets. Such instruments are classified within Level 1 of the fair value hierarchy. Convertible notes and warrant liability In February 2021, we issued two tranches of convertible notes (the “convertible notes”) and granted to each purchaser of the Tranche I convertible notes a warrant to purchase equity securities (the “warrant liability”) - see Note 10 for more information. We have elected the fair value option for both tranches of the convertible notes as we believe it best reflects its underlying economics. Under the fair value option, the convertible notes are initially measured at their issuance date estimated fair value and subsequently remeasured at their estimated fair value at each reporting period. The valuation methodology for both the convertible notes and warrant liability is based on unobservable estimates and judgements, and therefore they are classified within Level 3 of the fair value hierarchy. The fair value of the convertible notes is determined using an if-converted approach and the fair value of the warrant liability is determined using a Black-Scholes option-pricing model. The significant unobservable inputs used in the fair value measurement of the convertible notes and warrant liability include: June 30, 2021 Convertible notes Warrant liability Fair value of common stock $ 38.00 $ 38.00 Volatility N/A 56 % Risk free rate N/A 1.42 % Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs would result in a significantly different fair value. For the three and six months ended June 30, 2021, we recorded total expense due to changes in fair value of $514.7 million and $1,890.8 million for the convertible notes and $13.4 million and $129.6 million for the warrant liability in our unaudited condensed consolidated statements of operations, none of which is attributable to the change in the instrument-specific credit risk. We have elected to present the component related to accrued interest in the change in fair value of convertible notes and warrant liability. The following table sets forth a summary of the changes in the estimated fair value of our convertible notes and warrant liability: (in thousands) Convertible notes Warrant liability Beginning of period, January 1, 2021 $ — $ — Issued during the period 3,299,031 252,944 Change in fair value 1,890,752 129,569 End of period, June 30, 2021 $ 5,189,783 $ 382,513 During the six months ended June 30, 2021, we did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Three Months Ended Six Months Ended (in thousands, except percentages) 2020 2021 2020 2021 Income (loss) before income taxes $ 58,118 $ (464,158) $ 5,530 $ (1,897,182) Provision for income taxes 534 37,507 448 49,286 Effective Tax Rate 0.9 % (8.1) % 8.1 % (2.6) % Our tax provision for interim periods is determined using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, we update our estimated annual ETR and make a year-to-date calculation of the provision. For the three months ended June 30, 2020, the ETR was lower than the U.S. federal statutory rate primarily due to the full valuation allowance on our U.S. federal and state deferred tax assets offset by our current federal and state taxes payable. For the three months ended June 30, 2021, the ETR differs from the U.S. federal statutory rate primarily due to the non-deductible change in fair value of the convertible notes and warrant liability, and the change in valuation allowance on our remaining U.S. federal and state deferred tax assets offset by our current federal and state taxes payable. For the six months ended June 30, 2020, the ETR was lower than the U.S. federal statutory rate primarily due to the full valuation allowance on our U.S. federal and state deferred tax assets offset by our current federal and state taxes payable. For the six months ended June 30, 2021, the ETR differs from the U.S. federal statutory rate primarily due to the non-deductible change in fair value of the convertible notes and warrant liability, and the change in valuation allowance on our remaining U.S. federal and state deferred tax assets partially offset by our current federal and state taxes payable. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence during the six months ended June 30, 2021, we believe it is more likely than not that the tax benefits of the remaining U.S. net deferred tax assets may not be realized. We intend to maintain the full valuation allowance on the U.S. net deferred tax assets until enough positive evidence exists to support a reversal of, or decrease in, the valuation allowance. Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and tax credits before utilization. |
PROPERTY, SOFTWARE AND EQUIPMEN
PROPERTY, SOFTWARE AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, SOFTWARE AND EQUIPMENT, NET | PROPERTY, SOFTWARE AND EQUIPMENT, NET Property, software and equipment are presented net of accumulated depreciation and amortization and summarized as follows: December 31, June 30, (in thousands) 2020 2021 Computer equipment $ 9,203 $ 17,459 Furniture and fixtures 8,024 14,764 Tenant improvements 18,945 38,426 Internally developed software 16,992 18,943 Construction in progress 9,756 7,266 Total 62,920 96,858 Less: accumulated depreciation and amortization (17,086) (25,780) Property, software and equipment, net $ 45,834 $ 71,078 Depreciation expense of property and equipment was $1.3 million and $2.1 million for the three and six months ended June 30, 2020, and $3.4 million and $5.8 million for the three and six months ended June 30, 2021. Amortization expense of internally developed software was $0.9 million and $1.8 million for the three and six months ended June 30, 2020 and $1.5 million and $2.9 million for the three and six months ended June 30, 2021. |
OFFSETTING ASSETS AND LIABILITI
OFFSETTING ASSETS AND LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Offsetting [Abstract] | |
OFFSETTING ASSETS AND LIABILITIES | OFFSETTING ASSETS AND LIABILITIESCertain financial instruments are eligible for offset on our unaudited condensed consolidated balance sheets under GAAP. Our securities borrowing and lending agreements are subject to master netting arrangements and collateral arrangements and meet the GAAP guidance to qualify for offset. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. Our policy is to recognize amounts subject to master netting arrangements on a gross basis on the unaudited condensed consolidated balance sheets. Our assets and liabilities subject to master netting arrangements are as follows: December 31, June 30, (in thousands) 2020 2021 Assets Securities borrowed Gross amount of securities borrowed $ 372 $ 754 Gross amount offset on the unaudited condensed consolidated balance sheets — — Amounts of assets presented on the unaudited condensed consolidated balance sheets (1) 372 754 Gross amount of securities borrowed not offset in the unaudited condensed consolidated balance sheets: Securities borrowed 372 754 Security collateral received (361) (727) Net amount $ 11 $ 27 Liabilities Securities loaned Gross amount of securities loaned $ 1,921,118 $ 2,642,900 Gross amount of securities loaned offset on the unaudited condensed consolidated balance sheets — — Amounts of liabilities presented on the unaudited condensed consolidated balance sheets 1,921,118 2,642,900 Gross amount of securities loaned not offset on the unaudited condensed consolidated balance sheets: Securities loaned 1,921,118 2,642,900 Security collateral pledged (1,787,819) (2,531,114) Net amount $ 133,299 $ 111,786 ________________ (1) Securities borrowed are included in receivable from brokers, dealers and clearing organizations in the unaudited condensed consolidated balance sheets. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | OTHER CURRENT ASSETSOther current assets primarily includes user-held fractional shares for our fractional share program and prepaid expenses, and to a lesser extent securities owned by us for the promotional stock referral and fractional shares program, and other receivables. We classify prepayments made under contracts as prepaid expenses and expense them over the contract terms. Prepaid expenses primarily include prepayments on cloud infrastructure and other software services, capitalized deferred offering costs for our IPO and prepayments on insurance. The following table presents the detail of other current assets: December 31, June 30, (in thousands) 2020 2021 User-held fractional shares $ 802,483 $ 1,430,855 Prepaid expenses 28,629 67,412 Securities owned 3,222 18,874 Other 16,804 25,761 Total other current assets $ 851,138 $ 1,542,902 |
FINANCING ACTIVITIES AND OFF-BA
FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK | FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK Revolving credit facilities In September 2019, we entered into a $400.0 million committed and secured line of credit with a maturity date of September 25, 2020 (the “September 2019 Credit Facility”). In June 2020, we amended the September 2019 Credit Facility and increased the aggregate committed and secured revolving line of credit amount to $550.0 million with a maturity date of June 5, 2021. This line of credit was primarily collateralized by users’ securities held as collateral for users’ margin loans. Interest for this line of credit was determined at the time a loan was initiated and the applicable interest rate under this line of credit was calculated as a per annum rate equal to 1.25% plus the federal funds rate at the applicable time. There were no outstanding borrowings under the September 2019 Credit Facility at December 31, 2020. We were obligated to pay a commitment fee calculated as a per annum rate equal to 0.35% on any unused amount of the credit facility. The September 2019 Credit Facility was terminated in April 2021. In October 2019, we entered into a $200.0 million committed and unsecured revolving line of credit with a syndicate of banks maturing in October 2023 (the “October 2019 Credit Facility”). In October 2020, we amended the October 2019 Credit Facility and, among other things, increased the aggregate committed and unsecured revolving line of credit amount to $600.0 million with a maturity date of October 29, 2024. In April 2021, we further increased the aggregate credit amount available under the October 2019 Credit Facility to $625.0 million. Loans under the October 2019 Credit Facility bear interest, at our option, at a per annum rate of either (a) the Eurodollar Rate plus 1.00% or (b) the Alternative Base Rate. The Eurodollar Rate is equal to the Eurodollar Base Rate, which is derived from London Interbank Offered Rate (“LIBOR”), multiplied by the Statutory Reserve Rate at the applicable time. The Alternative Base Rate is the greatest of (i) the prime rate then in effect, (ii) the Federal Reserve Bank of New York rate then in effect plus 0.50% and (iii) the Eurodollar Rate at such time for a one month interest period plus 1.00%. If LIBOR is unavailable or if we and the administrative agent elect, the Eurodollar Rate will be replaced by a rate calculated with reference to the Secured Overnight Financing Rate as set forth in the October 2019 Credit Facility agreement or an alternate benchmark rate selected by us and the administrative agent. There were no outstanding borrowings under the October 2019 Credit Facility at December 31, 2020 and June 30, 2021. We are obligated to pay a commitment fee calculated as a per annum rate equal to 0.10% on any unused amount of the October 2019 Credit Facility. The agreements for the September 2019 Credit Facility and the October 2019 Credit Facility contain customary covenants restricting our ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants under these facilities as of December 31, 2020 and June 30, 2021. In April 2021, we entered into a $2.2 billion committed and secured revolving line of credit, subject to certain borrowing base limitations, with a maturity date of April 15, 2022 (the “April 2021 Credit Facility”). Borrowings from the April 2021 Credit Facility must be specified to be Tranche A, Tranche B, Tranche C or a combination thereof. Tranche A loans are secured by users’ securities and used primarily to finance margin loans. Tranche B loans are secured by the right to the return from National Securities Clearing Corporation (“NSCC”) of NSCC Margin Deposits and cash and property in a designated collateral account and used for the purpose of satisfying NSCC Deposit Requirements. Tranche C loans are secured by the right to the return of eligible funds from any reserve account of the Borrower and cash and property in a designated collateral account and used for the purpose of satisfying reserve requirements under Rule 15c3-3 of the Securities Exchange Act. Interest for this line of credit is determined at the time a loan is initiated and the applicable interest rate is calculated as a per annum rate equal to 1.25% for Tranche A loans and 2.50% for Tranche B and Tranche C loans, plus the Short-Term Funding Rate at the applicable time. The Short-Term Funding Rate is equal to the greatest of (i) the Eurodollar Rate for a one month interest period on such day, which equals to the Eurodollar Base Rate that is derived from LIBOR, multiplied by the Statutory Reserve Rate at the applicable time, (ii) the Federal Funds Effective Rate and (iii) the Overnight Bank Funding Rate in effect on such day. There were no outstanding borrowings under the April 2021 Credit Facility at June 30, 2021. This agreement contains customary covenants restricting RHS’s ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with the covenants as of June 30, 2021. We are obligated to pay a commitment fee calculated as a per annum rate equal to 0.50% on any unused amount of the April 2021 Credit Facility. Convertible notes and warrant liability Convertible notes In February 2021, we issued two tranches of convertible notes, consisting of $2.53 billion aggregate principal amount of Tranche I convertible notes and $1.02 billion aggregate principal amount of Tranche II convertible notes. Interest on the convertible notes accrues at 6% per annum, compounding semi-annually in arrears, and is payable in kind. The convertible notes do not have a maturity date. In the event of (a) a public offering of our common stock to the public in an IPO on a nationally-recognized exchange in the United States, (b) upon the effectiveness of a registration statement filed under the Securities Act of 1933, as amended, that registers shares of our existing capital stock for resale not pursuant to an underwritten offering (a “Direct Listing”), or (c) an acquisition by a special purpose acquisition company, and in the case of clauses (a) and (c) resulting in at least $500 million of gross proceeds to us (“Qualifying IPO”) before the 12 month anniversary of the convertible notes issuance date (“Reference Date”), the convertible notes will automatically convert into shares of our Class A common stock at a conversion price equal to the lower of (i) 70% of the cash price per share paid by investors in the Qualifying IPO and (ii) $38.29 (in the case of the Tranche I convertible notes) or $42.12 (in the case of the Tranche II convertible notes). In the event of a sale of our preferred stock, having rights, preference or privileges senior or pari passu to the Series G Preferred Stock before the Reference Date with an aggregate proceed greater than $500 million (“Next Financing”), the convertible notes will convert at the holder’s option, in part or in whole, into our preferred stock at a conversion price equal to the lower of (i) 70% of the price per share in the Next Financing and (ii) $38.29 (in the case of the Tranche I convertible notes) or $42.12 (in the case of the Tranche II convertible notes). Warrant liability We granted to each purchaser of the Tranche I convertible notes a warrant, equal to 15% of the aggregate proceeds invested by such purchaser, to purchase a variable number of equity securities. In aggregate, the maximum purchase amount of all warrants is $379.8 million. The warrants can be exercised by the holder after the earlier of (1) February 12, 2022 and (2) Qualifying IPO or Next Financing. The warrants expire on February 12, 2031. The warrants can be settled in cash or in net shares at the holder’s option. In the event of a cash settlement, the number of equity securities the holder will receive is equal to their maximum purchase amount divided by the strike price, as described below. If a Qualifying IPO occurs prior to the Reference Date, outstanding warrants will become exercisable for shares of our Class A common stock at a strike price equal to the lower of (i) 70% of the price per share in the Qualifying IPO and (ii) $38.29. If a Next Financing occurs prior to the Reference Date, outstanding warrants will become exercisable for shares of our preferred stock issued in the Next Financing at a strike price equal to the lower of (i) 70% of the price per share in the Next Financing and (ii) $38.29. If a Qualifying IPO or Next Financing does not occur by the Reference Date, the outstanding warrants will become exercisable for shares of our series G-1 redeemable convertible preferred stock at a strike price of $18.60. Off-balance sheet risk two one |
MEZZANINE EQUITY, COMMON STOCK
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT | MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT Redeemable convertible preferred stock The following table is a summary of redeemable convertible preferred stock as of December 31, 2020: (in thousands, except share data and per share amounts) Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Liquidation Amount Per Share Initial Conversion Price Carrying Value of Stock, Net of Issuance Costs A 131,913,460 131,913,460 $ 0.1954 $ 25,777 $ 0.1954 $ 16,139 B 80,263,020 80,263,020 0.6354 50,999 0.6354 50,999 C 43,788,180 43,788,180 2.5121 110,000 2.5121 109,870 D 35,774,761 35,774,761 10.1450 362,935 10.1450 362,670 E 29,887,357 29,887,357 12.4827 373,075 12.4827 372,733 F 48,000,000 48,000,000 12.5000 600,000 12.5000 599,284 G 44,406,442 43,116,119 15.5000 668,300 15.5000 668,044 414,033,220 412,742,897 $ 2,191,086 $ 2,179,739 The following table is a summary of redeemable convertible preferred stock as of June 30, 2021: (in thousands, except share data and per share amounts) Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Liquidation Amount Per Share Initial Conversion Price Carrying Value of Stock, Net of Issuance Costs A 131,913,460 131,913,460 $ 0.1954 $ 25,777 $ 0.1954 $ 16,139 B 80,263,020 80,263,020 0.6354 50,999 0.6354 50,999 C 43,788,180 43,788,180 2.5121 110,000 2.5121 109,870 D 35,774,761 35,774,761 10.1450 362,935 10.1450 362,670 E 29,887,357 29,887,357 12.4827 373,075 12.4827 372,733 F 48,000,000 48,000,000 12.5000 600,000 12.5000 599,284 G 44,406,442 43,116,119 15.5000 668,300 15.5000 668,044 G-1 244,278,204 — 18.6000 — 18.6000 — 658,311,424 412,742,897 $ 2,191,086 $ 2,179,739 Voting The holders of the redeemable convertible preferred stock are entitled to a number of votes equal to the number of shares of common stock into which the redeemable convertible preferred stock is convertible. Except where otherwise specified in our Certificate of Incorporation, holders of preferred stock vote together with the holders of common stock as a single class. The holders of our Series A and Series B redeemable convertible preferred stock are entitled to elect one director each (each, a “Preferred Director”), with each series voting separately as exclusive classes. Holders of common stock, voting exclusively and as a separate class, are entitled to elect four directors, two of which shall be entitled to two votes on any matter before the Board of Directors. The holders of our Series C, Series D, Series E, Series F, Series G and Series G-1 redeemable convertible preferred stock have no voting rights with respect to the election of members of the Board of Directors or the determination of the size of the Board of Directors. As long as 50,000,000 shares of redeemable convertible preferred stock are outstanding, we must obtain approval from the holders of a majority of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class and not as separate series, and on an as-converted basis) in order to, among other actions: (1) amend, alter or repeal any provision of the Certificate of Incorporation or our Bylaws; (2) increase the authorized number of shares of redeemable convertible preferred stock (or any series thereof) or common stock; (3) create, or authorize the creation of, a new class or series of our capital stock unless it ranks junior to the redeemable convertible preferred stock with respect to the distribution of assets in a liquidation, dissolution or winding up, the payment of dividends and rights of redemption; (4) declare or pay any dividend on any shares of shares of redeemable convertible preferred stock or common stock, subject to certain exceptions; (5) liquidate, dissolve or wind up our company, effect any merger or consolidation, or sell, lease, transfer or exclusively license all or substantially all of our assets; (6) increase or decrease the authorized size of the Board of Directors; or (7) effect a repurchase or redemption of, or distribution on, any shares of redeemable convertible preferred stock or common stock, subject to certain exceptions. Liquidation preferences In the event of any liquidation or winding up of our company, the holders of redeemable convertible preferred stock shall be entitled to receive, prior and in preference to the common stockholders, an amount equal to the aggregate original issue price for their shares of redeemable convertible preferred stock, plus any declared but unpaid dividends. After payment of the liquidation preference to the holders of the redeemable convertible preferred stock, our remaining assets are available for distribution to the holders of common stock on a pro rata basis. If the proceeds distributed among the holders of the redeemable convertible preferred stock are insufficient to permit the holders of redeemable convertible preferred stock to receive the full payment noted above, then the entire proceeds legally available for distribution shall be distributed ratably among the holders of the redeemable convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive. Conversion rights Each share of redeemable convertible preferred stock is convertible, at the option of the holder, according to a conversion ratio, which is subject to adjustment for dilutive share issuances. The total number of shares of common stock into which the redeemable convertible preferred stock may be converted is determined by dividing the then-applicable conversion price by the initial conversion price, as shown in the table above. The redeemable convertible preferred stock, with the exception of our Series F redeemable convertible preferred stock, automatically converts into common stock at the applicable conversion rate upon the earliest of: (1) immediately prior to the closing of a public offering of common stock to the public in an IPO at a price of at least $12.4827 per share and resulting in at least $200 million of gross proceeds to us and resulting in the listing of our common stock on a nationally-recognized exchange in the United States (a “Qualified Public Offering”); (2) Direct Listing on a nationally-recognized exchange in the United States that is approved by the holders of a majority of the then outstanding redeemable convertible preferred stock (voting together as a single class and not as separate series, on as-converted basis); and (3) the date and time, or the occurrence of an event, specified by the vote or written consent of each of (i) the holders of the majority of the redeemable convertible preferred stock then outstanding (voting as a single class and on an as-converted basis), (ii) the holders of the majority of the then outstanding shares of Series B, C, G and G-1 redeemable convertible preferred stock (each voting exclusively and as a separate class), (iii) the holders of at least 60% of the then outstanding shares of Series D and E redeemable convertible preferred stock (each voting exclusively and as a separate class), and (iv) the holders of at least 65% of the then outstanding shares of Series A redeemable convertible preferred stock (voting exclusively and as a separate class). The Series F redeemable convertible preferred stock automatically converts into common stock at the applicable conversion rate upon the earliest of: (1) immediately prior to the closing of a public offering of our common stock to the public in the IPO resulting in at least $200 million of gross proceeds to us and resulting in the listing of our common stock on a nationally-recognized exchange in the United States; (2) a Direct Listing on a nationally-recognized exchange in the United States that is approved by the holders of a majority of the then outstanding redeemable convertible preferred stock (voting together as a single class and not as separate series, on as-converted basis); and (3) the date and time, or the occurrence of an event, specified by the vote or written consent from the holders of the majority of the then outstanding Series F redeemable convertible preferred stock. The Series F redeemable convertible preferred stock has a full-ratchet anti-dilution adjustment provision. In the event the price per share of our common stock in an IPO ends up being lower than the Series F redeemable convertible preferred stock conversion price, then the conversion price per share of the Series F redeemable convertible preferred stock will be reduced to the same price per share as the common stock price at the time of the IPO. We may also be obligated to issue additional shares of common stock to the holders of Series F redeemable convertible preferred stock in the event of a direct listing with a deemed trading price below the Series F redeemable convertible preferred stock conversion price. In addition, if we issue any additional common stock below the conversion price of our Series A, B, C, D, E, F, G and G-1 redeemable convertible preferred stock, the conversion price of such series of redeemable convertible preferred stock may be subject to adjustment via a broad-based anti-dilution calculation, subject to certain exceptions. Dividends The holders of shares of redeemable convertible preferred stock are entitled to receive dividends, when and if declared by the Board of Directors. Dividends are paid on a pari-passu basis with other holders of our redeemable convertible preferred stock and in preference to the payment of dividends to holders of our common stock. No dividends have been declared or paid by us as of June 30, 2021. Dividends are noncumulative. Classification The redeemable convertible preferred stock is contingently redeemable upon certain deemed liquidation events such as a merger or sale of substantially all of our assets. The redeemable convertible preferred stock is not mandatory redeemable but, since a deemed liquidation event would constitute a redeemable event outside of our control, all shares of the redeemable convertible preferred stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. Common stock Each share of voting common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of redeemable convertible preferred stock outstanding. Equity incentive plans Amended and Restated 2013 Stock Plan and 2020 Equity Incentive Plan Under our Amended and Restated 2013 Stock Plan, as amended (the “2013 Plan”), and our 2020 Equity Incentive Plan, as amended (the “2020 Plan”), shares of common stock are reserved for issuance to eligible participants in connection with incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), restricted stock units ("RSUs"), stock appreciation rights (“SARs”) or restricted stock awards. Options may be granted with an exercise price per share not less than the fair market value at the date of grant. Options granted generally vest over a four-year term from the date of grant, at a rate of 25% after one year, then monthly on a straight-line basis thereafter. Generally, options granted are exercisable for up to ten years from the date of grant. RSUs granted generally vest quarterly on a straight-line basis and the occurrence of a qualifying event, defined as the earlier of (1) the closing of certain, specific change in control transactions, or (2) an IPO. Generally, RSUs expire seven years from the date of grant. Shares of common stock issued under the 2013 Plan and 2020 Plan are subject to certain restrictions, including the right of first refusal by us for sales or transfers of shares to certain parties. Our rights of first refusal terminate upon completion of an IPO. Our 2013 Plan was terminated in connection with adoption of our 2020 Plan (but any awards outstanding under our 2013 Plan will remain in effect in accordance with their terms). No new awards may be granted under our 2013 Plan. As of June 30, 2021, an aggregate of 209,809,164 shares have been authorized for issuance under the 2013 Plan and the 2020 Plan, of which 46,928,833 shares have been issued under the plans, 149,733,898 shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 13,146,433 shares remained available for new grants under the 2020 Plan. 2021 Omnibus Incentive Plan In June 2021, our board of directors and our stockholders approved and adopted our 2021 Omnibus Incentive Plan (the “2021 Plan”). Our 2021 Plan became effective immediately prior to the effective date of the Final Prospectus. Upon effectiveness of the 2021 Plan, no new awards may be granted under our 2020 Plan (but any awards outstanding under our 2020 Plan will remain in effect in accordance with their terms) and any shares remaining available for grant under the 2020 Plan became available for grant under the 2021 plan. Our 2021 Plan provides for the grant of stock options, including ISOs and NSOs, SARs, restricted stock, RSUs, performance units, other equity-based awards and cash-based awards. As of June 30, 2021, no awards were outstanding under the 2021 Plan. The aggregate number of shares available for grant under the 2021 Plan was equal to approximately 14% of the number of shares of our common stock (of all classes) outstanding immediately upon the closing of the IPO. Thereafter, any shares subject to awards under the 2013 Plan or the 2020 Plan that expire or terminate or are forfeited to or repurchased by the Company will become available under the 2021 Plan. In addition, the number of shares available under the 2021 Plan will automatically increase on the first day of each calendar year beginning on January 1, 2022 and ending with (and including) January 1, 2031. Such annual increase will be equal to the lesser of (i) 5% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding calendar year and (ii) such number of shares determined by the board of directors. Stock option activity A summary of stock option activity for the six months ended June 30, 2021 is as follows: Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Life Total Intrinsic Value (in thousands) Balance at December 31, 2020 21,543,828 $ 2.19 6.52 $ 304,590 Exercised during the period (3,581,521) 1.87 Cancelled and forfeited during the period (276,657) 4.51 Balance at June 30, 2021 17,685,650 $ 2.22 5.76 $ 632,774 Options vested and expected to vest at June 30, 2021 17,685,650 $ 2.22 5.76 $ 632,774 Options exercisable at June 30, 2021 15,905,386 $ 1.75 5.56 $ 576,535 Time-Based RSUs We grant RSUs that vest only upon the satisfaction of both time-based service and performance-based conditions (“Time-Based RSUs”). The following table summarizes the activity related to our Time-Based RSUs for the six months ended June 30, 2021: Number of RSUs Weighted- average grant date fair value Unvested at December 31, 2020 47,711,649 $ 10.84 Granted 22,899,989 40.88 Forfeited (1,747,048) 16.48 Unvested at June 30, 2021 68,864,590 $ 26.12 Market-Based RSUs We granted 27,663,658 market-based awards in the form of RSUs to certain executives during the year ended December 31, 2019 that were modified in May 2021 (the “2019 Market-Based RSUs”). These awards vest based on (i) achievement of share price targets considered market vesting conditions (5,532,732, 13,831,828, and 8,299,098 RSUs vest upon achievement of share price targets of $30.45, $50.75, and $101.50, respectively, with the initial stock price target measured at the IPO price, and for all remaining RSUs that did not vest upon IPO, measurement of the price targets will be based on a trailing 60-trading-day average of the daily volume weighted average price), (ii) a performance based vesting condition requiring the occurrence of an IPO or other liquidity event, and (iii) continuous employment by each recipient through the vesting date, which is considered a service condition. Prior to the modification, any tranche of 2019 Market-Based RSUs that hadn’t achieved its share price target upon IPO would have been forfeited. The modification allows the awards to continue to be measured against the same price targets as were outlined in the original 2019 grant though December 31, 2025. The 2019 Market-Based RSUs had a weighted-average grant date fair value of $0.29 per RSU. Upon modification, the weighted-average incremental fair value of the 2019 Market-Based RSUs is $21.95 per RSU (see below). In May 2021, we granted 35,520,000 additional market-based awards in the form of RSUs to certain executives (the “2021 Market-Based RSUs”) with a weighted-average grant date fair value of $22.68 per RSU. These awards vest based on our stock price trading performance over a performance period of 8 years from issuance (4,560,000 will vest upon achievement of each of the $120 and $150 share price targets, and 5,280,000 will vest upon achievement of each of the $180, $210, $240, $270, and $300 share price targets, in each case, measured using a trailing-60-day average of the daily volume weighted average price) , and are subject to continuous employment by each recipient to vest, which is considered a service condition. The 2019 Market-Based RSUs and 2021 Market-Based RSUs (collectively, the “Market-Based RSUs”) were unvested as of December 31, 2020 and June 30, 2021. 2021 Employee Share Purchase Plan In June 2021, our board of directors and our stockholders approved and adopted the 2021 Employee Share Purchase Plan (the “ESPP”). Our ESPP became effective immediately prior to the effective date of the Final Prospectus. The purpose of the ESPP is to enable eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation. The purchase price is equal to 85% of the fair market value of a share of our common stock on the first date of an offering or the date of purchase, whichever is lower. As of June 30, 2021, there were no participants in the ESPP. The aggregate number of shares reserved for issuance under the ESPP was equal to approximately 2% of the number of shares of our common stock (of all classes) outstanding upon the closing of the IPO. The number of shares available under our ESPP will automatically increase on the first day of each calendar year beginning on January 1, 2022 and ending with (and including) January 1, 2031. Such annual increase will be equal to the lesser of (i) 1% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding calendar year and (ii) such number of shares determined by the board of directors. No more than 200,000,000 shares of common stock may be issued under our ESPP. Share-based compensation The following table summarizes the effects of share-based compensation on our unaudited condensed consolidated statements of operations: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Brokerage and transaction $ 6 $ 6 $ 12 $ 12 Technology and development 824 717 2,540 2,025 Operations 8 3 18 6 Marketing 7 41 15 78 General and administrative 520 371 1,192 8,013 Total $ 1,365 $ 1,138 $ 3,777 $ 10,134 We capitalized share-based compensation expense related to internally developed software of $0.3 million and $0.6 million during the three and six months ended June 30, 2020, and $0.1 million during both of the three and six months ended June 30, 2021. As of June 30, 2021, th ere was $4.9 million of unrecognized compensation cost related to outstanding stock options that is expected to be recognized over a weighted-average period of 0.94 years . In March 2021, we modified certain Time-Based RSUs of approximately 500 employees to remove the one-year vesting cliff, considered to be an improbable to improbable modification. As of June 30, 2021, no share-based compensation expense had been recognized for such awards with a performance condition based on the occurrence of a qualifying event, such as an IPO, as such qualifying event was not probable. The modified RSUs were revalued at the modification date, and the modified grant date fair value of the awards of $39.75 per share will be used to calculate share-based compensation expense once the performance condition becomes probable. As of June 30, 2021 no share-based compensation expense had been recognized for the Time-Based RSUs based on the occurrence of a qualifying event, such as an IPO, as such qualifying event was not probable. The total unrecognized share-based compensation expense related to our Time-Based RSU s was $1.8 billion as of June 30, 2021. Of this amount, $660.0 million relates to awards for which the time-based vesting condition has been satisfied or partially satisfied while $1.2 billion relates to awards for which the time-based vesting condition had not yet been satisfied. As of June 30, 2021, no share-based compensation expense had been recognized for the 2019 or 2021 Market-Based RSUs as the qualifying event of an IPO was not probable. Because the amendment to the 2019 Market-based RSUs was determined to be a modification of a market condition, we estimated the pre-modification and post-modification fair value of the awards in order to determine the incremental fair value generated by the modification. To value the awards, we used a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the price targets may not be satisfied. The total unrecognized share-based compensation expense relating to the 2019 Market-Based RSUs, including the incremental expense due to modification, was $615.2 million as of June 30, 2021. If a qualifying liquidity event had occurred on June 30, 2021, we would have recorded $203.9 million share-based compensation related to the 2019 Market-Based RSUs. The remaining incremental share-based compensation expense of approximately $411.3 million would be recognized over a remaining weighted-average service period of 1.28 years, based on both explicit service periods and derived service periods based on the median of the passage of time it takes to achieve the price target in the Monte Carlo simulations. If the price targets are met sooner than the derived service period, we will adjust our share-based compensation expense to reflect the cumulative expense associated with the vested award. We estimated the grant date fair value of the 2021 Market-Based RSUs using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the price targets may not be satisfied. We will recognize the total share-based compensation expense over a weighted average derived requisite service period of 4.33 years, considering the Monte Carlo simulation median time to achieve each of the seven separate tranches. The total unrecognized share-based compensation expense relating to the 2021 Market-Based RSU awards was $805.5 million as of June 30, 2021. If a qualifying liquidity event had occurred on June 30, 2021, we would have recorded $18.2 million of share-based compensation expense related to the 2021 Market-Based RSUs based on the derived service period. The remaining incremental share-based compensation expense of approximately $787.3 million would be recognized over a remaining weighted-average derived service period of 4.23 years. If the price targets are met sooner than the derived service period, we will adjust our share-based compensation expense to reflect the cumulative expense associated with the vested award. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE The following table presents the calculation of basic and diluted income (loss) per share: (in thousands, except per share data) Three Months Ended Six Months Ended 2020 2021 2020 2021 Net income (loss) $ 57,584 $ (501,665) $ 5,082 $ (1,946,468) Less: allocation of earnings to participating securities $ 34,801 $ — $ 3,032 $ — Net income (loss) attributable to common stockholders $ 22,783 $ (501,665) $ 2,050 $ (1,946,468) Weighted-average common stock outstanding - basic 225,091,413 232,223,019 224,953,736 231,459,227 Dilutive effect of stock options and unvested shares 19,246,732 — 19,585,456 — Weighted-average common stock outstanding - diluted 244,338,145 232,223,019 244,539,192 231,459,227 Net income (loss) per share attributable to common stockholders: Basic $ 0.10 $ (2.16) $ 0.01 $ (8.41) Diluted $ 0.09 $ (2.16) $ 0.01 $ (8.41) The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Six Months Ended 2020 2021 2020 2021 Redeemable convertible preferred stock 366,266,778 412,742,897 366,266,778 412,742,897 RSUs 62,362,190 132,048,248 62,362,190 132,048,248 Stock options 89,110 17,685,650 82,182 17,685,650 Unvested shares 735 128,228 735 128,228 Total anti-dilutive securities 428,718,813 562,605,023 428,711,885 562,605,023 The table above does not include contingently issuable shares due to the conversion of our convertible notes or exercise of the warrants issued in February 2021, described in Note 10. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related party transactions may include any transaction between entities under common control or with a related party. We have defined related parties as members of the board of directors, executive officers, principal owners of our outstanding stock and any immediate family members of each such related party, as well as any other person or entity with significant influence over our management or operations. In February 2021, we issued two tranches of convertible notes and granted to each purchaser of the Tranche I convertible notes a warrant to purchase equity securities - see Note 10. Two of the Tranche I |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments Leases Our operating leases are comprised of office facilities, with the most significant leases relating to our corporate headquarters in Menlo Park. Our leases have remaining terms of 1 year to 10 years, and many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. We do not have any finance leases. As of December 31, 2020 and June 30, 2021 we had $49.2 million and $74.7 million of operating right-of-use assets included as other non-current assets other current liabilities other non-current liabilities The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Fixed operating lease costs $ 2,693 $ 5,011 $ 5,063 $ 8,790 Variable operating lease costs 704 1,374 1,427 2,452 Short-term lease costs 307 356 313 610 Total lease costs $ 3,704 $ 6,741 $ 6,803 $ 11,852 Fixed operating lease costs primarily consist of monthly base rent amounts due. Variable operating lease costs are primarily related to payments made to our landlords for common area maintenance, property taxes, insurance, and other operating expenses. Other information related to our operating leases was as follows: December 31, June 30, 2020 2021 Weighted-average remaining lease term 5.41 years 5.23 years Weighted-average discount rate 7.02 % 6.21 % Cash flows related to leases were as follows: Six Months Ended (in thousands) 2020 2021 Operating cash flows: Payments for operating lease liabilities $ 9,609 $ 1,070 Supplemental cash flow data: Lease liabilities arising from obtaining right-of-use assets $ 14,902 $ 31,693 Future minimum lease payments under non-cancellable operating leases (with initial lease terms in excess of one year) as of June 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 8,975 2022 25,150 2023 22,841 2024 18,291 2025 17,239 Thereafter 22,270 Total undiscounted lease payments 114,766 Less: imputed interest (17,965) Less: lease incentives (10,051) Total lease liabilities $ 86,750 Contingencies The securities industry is highly regulated and many aspects of our business involve substantial risk of liability. In past years, there has been an increasing incidence of litigation involving the brokerage industry, including class action suits that generally seek substantial damages. Damages may include, in some cases, punitive damages. Compliance and trading problems that are reported to federal, state and provincial regulators, exchanges or other self-regulatory organizations (“SROs”) by dissatisfied customers are investigated by such regulatory bodies, and, if pursued by such regulatory body or such customers, may rise to the level of arbitration or disciplinary action. We are also subject to periodic regulatory audits and inspections. Like other brokerage firms, we have been named as a defendant in lawsuits and from time to time we have been threatened with, or named as a defendant in arbitrations and administrative proceedings. Legal and regulatory matters The outcomes of the legal and regulatory matters discussed in this section are inherently uncertain and some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, and we may also determine to settle a matter because of the uncertainty and risks of litigation. Described below are certain historical matters as well as certain pending matters in which there is at least a reasonable possibility that a material loss could be incurred. We intend to continue to vigorously defend the pending matters. Litigation is inherently uncertain, and any judgment entered against us, or any adverse settlement, could materially and adversely impact our business, financial condition, operating results, and cash flows. Unless otherwise noted below with respect to a specific matter, we are unable to provide a reasonable estimate of any potential liability given the uncertain nature of litigation and the stage of proceedings in these matters. With respect to all other pending matters not disclosed below, based on current information, we do not believe that such matters, individually or in the aggregate, would have a material adverse impact on our business, financial condition, operating results, or cash flows. Best Execution, Payment for Order Flow, and Sources of Revenue Matters In May 2019, the SEC’s Division of Enforcement (“Enforcement Division”) commenced an investigation into RHF’s best execution and payment for order flow (“PFOF”) practices, as well as statements concerning its sources of revenue, including the fact that, in FAQs on our website describing how it made money, and in certain communications with customers addressing the same issue, RHF had omitted PFOF when it described its revenue sources. On December 17, 2020, RHF, on a neither admit nor deny basis, consented to the entry of an SEC order (i) requiring RHF to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Section 17(a) of the Exchange Act and Rule 17a-4 thereunder; (ii) censuring RHF; and (iii) requiring RHF to pay a $65 million civil penalty in December 2020. RHF paid the $65 million penalty in cash and also agreed to engage an independent compliance consultant. Beginning on December 23, 2020, six putative securities fraud class action lawsuits were filed against RHM, RHF and/or RHS. The lawsuits generally allege that we violated the duty of best execution and misled putative class members by publishing misleading statements and omissions in customer communications relating to the execution of trades and revenue sources (including PFOF). Five of the complaints asserted claims for violations of Section 10(b) of the Exchange Act. All of the complaints asserted state law claims under California or New York law, and sought damages, restitution, disgorgement and other relief. One of the cases was voluntarily dismissed without prejudice. The five remaining actions have been consolidated under the caption In re Robinhood Order Flow Litigation in the United States District Court for the Northern District of California. On June 29, 2021, we filed a motion to dismiss the amended consolidated complaint and a motion to deny class certification. March 2020 Outages Beginning on March 4, 2020, 15 putative class actions and one individual action were filed against RHM, RHF and RHS in state and federal district courts relating to service outages on our stock trading platform on March 2-3, 2020 and March 9, 2020 (the “March 2020 Outages”). One of the putative class actions and the individual action were voluntarily dismissed following settlements between the parties. Thirteen of the remaining putative class actions have been consolidated as In re Robinhood Outage Litigation in the United States District Court for the Northern District of California. The one remaining putative class action, Withouski v. Robinhood Financial LLC, et al. , pending in the Superior Court of the State of California, County of San Mateo, has been stayed by agreement of the parties. The lawsuits generally allege that putative class members were unable to execute trades during the March 2020 Outages because our platform was inadequately designed to handle customer demand and RHM, RHF and RHS failed to implement appropriate backup systems. The lawsuits include, among other things, claims for breach of contract, negligence, gross negligence, breach of fiduciary duty, unjust enrichment and violations of certain California consumer protection statutes. The lawsuits generally seek damages, restitution, and/or disgorgement, as well as declaratory and injunctive relief. Fact discovery has been completed and expert discovery is currently scheduled to be completed in August 2021. We have also received notice that approximately 1,600 jointly represented customers may pursue arbitration of individual claims against us arising out of the March 2020 Outages, in addition to other alleged system outages. The SEC Division of Examinations (“Examinations Division”) conducted an examination and identified a deficiency, to which RHF responded, with respect to RHF’s creation of a reasonably designed business continuity plan. In addition, Financial Industry Regulatory Authority (“FINRA”) conducted an investigation and certain state regulatory authorities are conducting investigations, regarding the March 2020 Outages and related procedures. RHF and RHS are cooperating with the requests from these regulators and RHF has reached a settlement with FINRA with respect to certain matters. See “—FINRA Multi-Matter Settlement” below for more information. Options Trading and Related Customer Communications and Displays The SEC Examinations Division conducted an examination and identified deficiencies, to which RHF responded, with respect to account takeovers, identity theft in connection with new account opening, processes for approving or rejecting certain accounts for options trading, and customer support response times. Certain state regulatory authorities are conducting investigations regarding RHF’s options trading and related customer communications and displays and options trading approval process. RHF is cooperating with the regulators’ requests. FINRA also conducted an investigation and reached a settlement with RHF regarding the same options trading issues. On February 8, 2021, the family of Alexander Kearns, a Robinhood customer who traded options, filed a lawsuit in the Superior Court of the State of California, County of Santa Clara, against RHF, RHS and RHM in connection with Mr. Kearns’s death by suicide in June 2020. This matter was dismissed with prejudice following a settlement between the parties. FINRA Multi-Matter Settlement RHF and RHS are subject to FINRA investigations and enforcement matters, including those described elsewhere in this footnote as well as investigations regarding certain other matters, such as RHF’s margin call procedures, RHS’s fractional share trade reporting, customer support procedures, customer arbitration agreements, processing of corporate actions and displays of historical performance data. On June 30, 2021, RHF resolved with FINRA, on a no admit, no deny basis, certain of these investigations and examinations, including investigations into systems outages, RHF’s options product offering, and margin-related communications with customers, among others. The resolution does not address all the matters FINRA is investigating, including those relating to the Early 2021 Trading Restrictions (as defined below), account takeovers and anti-money laundering issues, RHS’s fractional share trade reporting, customer support procedures or customer arbitration agreements. RHF and RHS will continue to cooperate with FINRA on these matters. The resolution involved the following components: (i) charges of violations of FINRA rules; (ii) a fine of $57.0 million; (iii) customer restitution of approximately $12.6 million, of which approximately $8.1 million already has been paid, $0.75 million has been offered to be paid, and the remaining $3.75 million is to be paid; (iv) a censure; and (v) engagement of an independent consultant. As of June 30, 2021, we had accrued the $57.0 million fine as well as $4.5 million of customer restitution to be paid. RHC Anti-Money Laundering, Cybersecurity and Other Issues On July 24, 2020, the New York State Department of Financial Services (“NYDFS”) issued a report of its examination of RHC citing a number of “matters requiring attention” focused primarily on anti-money laundering and cybersecurity-related issues. The matter was subsequently referred to the NYDFS’s Consumer Protection and Financial Enforcement Division for investigation. In March 2021, the NYDFS informed RHC of certain alleged violations of applicable (i) anti-money laundering and New York Banking Law requirements, including the failure to maintain and certify a compliant anti-money laundering program, (ii) notification provisions under RHC’s Supervisory Agreement with the NYDFS, and (iii) cybersecurity and virtual currency requirements, including certain deficiencies in our policies and procedures regarding risk assessment, lack of an adequate incident response and business continuity plan, and deficiencies in our application development security. RHC and the NYDFS have reached a settlement in principle with respect to these allegations, subject to final documentation, in connection with which, among other things, RHC expects to pay a monetary penalty of $30.0 million and engage a monitor. Additionally, on April 14, 2021, the California Attorney General’s Office issued an investigative subpoena to RHC, seeking documents and answers to interrogatories about RHC’s trading platform, business and operations, application of California’s commodities regulations to RHC and other matters. RHC is cooperating with this investigation. We cannot predict the outcome of this investigation or any consequences that might result from it. Account Takeovers In November 2020, FINRA Enforcement commenced an investigation into RHF concerning account takeovers, or circumstances under which an unauthorized actor successfully logs into a customer account, as well as anti-money laundering and cybersecurity issues. Since February 1, 2021, RHF has received requests for documents and information from the SEC’s Enforcement Division in connection with its investigation into account takeovers and, more recently, suspicious activity report filings. Additionally, state regulators, including the NYDFS and the New York Attorney General’s Office, have opened inquiries into RHM, RHF and RHC related to account takeovers. RHM, RHF and RHC are cooperating with these investigations and inquiries. The SEC’s Examinations Division also conducted an examination and identified deficiencies, to which RHF responded, with respect to, among other things, account takeovers and identity theft in connection with new account opening. On January 8, 2021, a putative class action was filed in California Superior Court (Santa Clara County) against RHF and RHS by Siddharth Mehta, purportedly on behalf of approximately 2,000 Robinhood customers whose accounts were allegedly accessed by unauthorized users. RHF and RHS removed this action to the United States District Court for the Northern District of California. Plaintiffs generally allege that RHF and RHS breached commitments made and duties owed to customers to safeguard customer data and assets and seek monetary damages and injunctive relief. In March 2021, RHF and RHS filed a motion to dismiss the amended complaint, which was granted in part and denied in part in May 2021. A second amended complaint was filed by the plaintiffs on May 20, 2021, which RHF and RHS moved to dismiss on June 3, 2021. Massachusetts Securities Division Matter On December 16, 2020, the Enforcement Section of the Massachusetts Securities Division (“MSD”) filed an administrative complaint against RHF, which stems from an investigation initiated by the MSD in July 2020. The complaint alleges three counts of Massachusetts securities law violations regarding alleged unethical and dishonest conduct or practices, failure to supervise, and failure to act in accordance with the Massachusetts fiduciary duty standard, which became effective on March 6, 2020 and had an effective enforcement date beginning September 1, 2020. The initial complaint seeks, among other things, injunctive relief, censure, unspecified restitution, unspecified disgorgement, the appointment of an independent consultant and an unspecified administrative fine. The proposed amended complaint also seeks revocation of RHF's license to operate in Massachusetts. If RHF were to lose its license to operate in Massachusetts, we would not be able to acquire any new customers in Massachusetts, and we expect that our current customers in Massachusetts would be unable to continue utilizing any of the services or products offered on our platform (other than closing their positions) and that we may be forced to transfer such customers’ accounts to other broker-dealers. Additionally, revocation of RHF’s Massachusetts license could trigger similar disqualification or proceedings to restrict or condition RHF’s registration by other state regulators. A revocation of RHF’s license to operate in Massachusetts would result in RHF and RHS being subject to statutory disqualification by FINRA and the SEC, which would then result in RHF needing to obtain relief from FINRA subject to SEC review in order to remain a FINRA member and RHS possibly needing relief from FINRA or other SROs. On April 15, 2021, RHF filed a complaint and motion for preliminary injunction and declaratory relief in Massachusetts state court seeking to enjoin the MSD administrative proceeding and challenging the legality of the Massachusetts fiduciary duty standard. On May 27, 2021, the state court denied RHF’s motion for a preliminary injunction, finding that RHF would not suffer irreparable harm if MSD proceeded with the pending administrative action, but determined that RHF may seek a declaration that the disputed regulation is unlawful without first exhausting its remedies in the administrative action. On June 14, 2021, the state court declined to stay the entire matter pending resolution of the administrative proceeding, finding that RHF is entitled to have the state court decide certain of its challenges to the Massachusetts fiduciary standard without waiting for the MSD to complete its administrative proceeding. RHF has engaged in settlement discussions with the MSD at certain times since the MSD filed its initial complaint, however, such negotiations have not been successful and RHF is currently not engaged in any such settlement discussions with the MSD. Pinchasov v. Robinhood Financial LLC On November 5, 2020, plaintiff Shterna Pinchasov filed a putative class action in the Circuit Court of the 11th Judicial Circuit of Florida in and for Miami-Dade County asserting claims of negligence and breach of fiduciary duty based on allegations that RHF failed to prevent customers from using its interface for stocks that were subject to a “T1 Halt,” and seeking damages. Securities exchanges, such as the New York Stock Exchange and the Nasdaq Stock Market, have the authority to halt and delay trading in a security, and a “T1 Halt” (or regulatory halt) may occur pending the release of material news about a company. RHF removed this action to the U.S. District Court for the Southern District of Florida. The case is now in the fact discovery stage, which is currently scheduled to close in December 2021. Text Message Litigation On October 29, 2019, a putative class action was filed by Isaac Gordon against RHF and RHM in the Superior Court for the State of Washington, County of Spokane. The complaint alleged that RHF and RHM initiated or assisted in the transmission of commercial electronic text messages to Washington State residents without their consent in violation of Washington State law. The action was removed to the Eastern District of Washington. On January 25, 2021, the court granted the plaintiff’s motion for class certification. On June 25, 2021, RHF filed a motion to decertify the class and disqualify class counsel. On July 27, 2021, the court granted RHF’s motion to decertify the class, denied the motion to disqualify class counsel, and remanded the case to state court. On August 9, 2021, a new, substantially similar putative class action was filed by Cooper Moore against RHF in the U.S. District Court for the Northern District of California. Early 2021 Trading Restrictions Matters Beginning on January 28, 2021, due to increased deposit requirements imposed on RHS by the NSCC in response to unprecedented market volatility, particularly in certain securities, RHS temporarily restricted or limited its customers’ purchase of certain securities, including GameStop Corp. and AMC Entertainment Holdings, Inc., on our platform (the “Early 2021 Trading Restrictions”). We have become aware of approximately 50 putative class actions and four individual actions that have been filed against one or more of RHM, RHF and RHS in various federal and state courts relating to the Early 2021 Trading Restrictions. On April 1, 2021, the Judicial Panel on Multidistrict Litigation entered an order centralizing the federal cases identified in a motion filed by certain plaintiffs to transfer and coordinate or consolidate the actions filed in connection with the Early 2021 Trading Restrictions in the United States District Court for the Southern District of Florida captioned In re: January 2021 Short Squeeze Trading Litigation, Case No. 21-2989-MDL-ALTONAGA/Torres (the “MDL”). In May 2021, the court appointed interim lead plaintiffs’ counsel for certain claims. On July 26, 2021, interim lead plaintiffs’ counsel filed two consolidated complaints: the first complaint asserts a federal antitrust claim; the second complaint asserts negligence and breach of fiduciary duty claims. The consolidated complaints seek monetary damages. Other plaintiffs have filed federal securities claims, which are governed by the procedures under the Private Securities Litigation Reform Act of 1995, and will proceed separately. RHM, RHF, RHS and our Co-Founder and CEO, Vladimir Tenev, among others, have received requests for information, and in some cases, subpoenas and requests for testimony, related to investigations and examinations of the Early 2021 Trading Restrictions from the United States Attorney’s Office for the Northern District of California (“USAO”), the U.S. Department of Justice, Antitrust Division, the SEC staff, FINRA, the New York Attorney General’s Office, other state attorneys general offices and a number of state securities regulators. Also, a related search warrant was executed by the USAO to obtain Mr. Tenev’s cell phone. There have been several inquiries based on specific customer complaints. We have also received inquiries from the SEC’s Division of Examinations and FINRA related to employee trading in certain securities that were subject to the Early 2021 Trading Restrictions, including GameStop Corp. and AMC Entertainment Holdings, Inc., during the week of January 25, 2021. These matters include inquiries related to whether any employee trading in these securities may have occurred in advance of the public announcement of the Early 2021 Trading Restrictions on January 28, 2021. In addition, we have received information and testimony requests from certain committees and members of the U.S. Congress and Mr. Tenev, among others, has provided or will provide testimony with respect to the Early 2021 Trading Restrictions. We are cooperating with these investigations and examinations. Due to the preliminary nature of all of these proceedings, we are unable at this time to estimate the likelihood or magnitude of any possible losses related to these matters. “For You” Document Request On May 26, 2021, the SEC’s Enforcement Division issued a request to RHM and RHF seeking documents and information related to the “For You” feature, which was available in the past on our website only and is not currently an active product offering on our website or platform, and other features displaying lists of securities to customers. Robinhood is cooperating with the Staff’s investigation. Dansberger v. Robinhood Securities On June 11, 2021, RHS was sued by Thomas Dansberger on behalf of a putative class in the Circuit Court for Seminole County in Florida seeking monetary damages as well as declaratory and injunctive relief. Mr. Dansberger purports to represent “All Florida residents who purchased Robinhood Gold on or by January 21, 2021 and (b) who were not able to buy or sell cryptocurrencies on January 21, 2021.” The plaintiff alleges that RHS engaged in unfair and deceptive trade practices by advertising and marketing that Robinhood Gold would provide access for customers to buy and sell cryptocurrencies but failed to do so on January 28, 2021 when it allegedly halted the buying and selling of cryptocurrencies. Registration Requirements for Member Personnel On July 26, 2021, RHF received a FINRA investigative request seeking documents and information related to its compliance with FINRA registration requirements for member personnel, including related to the FINRA non-registration status of Mr. Tenev and Co-Founder and Chief Creative Officer Mr. Bhatt. Robinhood is evaluating this matter and is cooperating with the investigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SEBSEQUENT EVENTS | SUBSEQUENT EVENTS Amended and Restated Certificate of Incorporation On August 2, 2021 (the “IPO Closing Date”), we amended and restated our certificate of incorporation to effect a reclassification of our outstanding common stock into Class A common stock (with one vote per share) and, with respect to shares held by our founders and certain of their related entities, Class B common stock (with ten votes per share). The amended and restated certificate also provides for Class C common stock (with zero votes per share) of which none is outstanding on the date of this quarterly report. Initial Public Offering On the IPO Closing Date, we closed our IPO of 55,000,000 shares of Class A common stock at a public offering price of $38.00 per share. In the IPO, 52,375,000 shares of Class A common stock were sold by us and 2,625,000 shares of Class A common stock were sold by selling stockholders. Our net proceeds from the sale of Class A common stock by us in the IPO were approximately $1.9 billion after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. In connection with the IPO, 130,155,246 shares of our Class A common stock owned by our founders and their related entities were exchanged for an equivalent number of shares of Class B common stock. In addition, all of the outstanding shares of convertible preferred stock and all of our outstanding convertible notes automatically converted into Class A common stock of 412,742,897 and 137,305,156 shares and all warrants became exercisable at a strike price of $26.60 per share for an aggregate of 14,278,034 shares of Class A common stock. Upon completion of the IPO, approximately $13.4 million of deferred offering costs were reclassified into stockholders’ equity as a reduction of the IPO proceeds and we recognized a one-time cumulative share-based compensation expense of $1.0 billion related to RSUs for which the time-based vesting condition was satisfied or partially satisfied as the performance condition was satisfied. Acquisition of Say On August 13, 2021, the Company completed the acquisition of A Say Inc. and its subsidiaries (collectively “Say”). New York-based Say, founded in 2017, provides an investor communications and shareholder engagement platform that empowers shareholders to access their full ownership rights and facilitates proxy and voting for issuers. The purchase price is approximately $140 million in cash, subject to customary purchase price adjustments. The Company is currently evaluating purchase price allocation. It is not practicable to disclose the preliminary purchase price allocation for this acquisition given the short period of time between the acquisition date and the issuance of these unaudited condensed consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience, and other assumptions we believe to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities. Assumptions and estimates used in preparing our unaudited condensed consolidated financial statements include those related to the determination of allowances for credit losses, the capitalization and estimated useful life of internally developed software, contingent liabilities, useful lives of property and equipment, the incremental borrowing rate used to determine the present value of lease payments, the valuation and recognition of share-based compensation, the valuation of the convertible notes and warrant liability, uncertain tax positions, and the recognition and measurement of current and deferred income tax assets and liabilities. Actual results could differ from these estimates and could have a material adverse effect on our unaudited condensed consolidated financial statements. |
Deferred offering costs | Deferred offering costsWe have capitalized qualified legal, accounting and other direct costs related to our efforts to raise capital through a sale of our common stock in an IPO. Deferred offering costs are included in other current assets on the unaudited condensed consolidated balance sheets and will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If we terminate the planned IPO or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. |
Recently adopted accounting pronouncements/Recently issued accounting pronouncements not yet adopted | Recently adopted accounting pronouncements Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments, amends the accounting guidance for evaluating the classification of certain contracts in an entity’s own equity, and modifies the diluted earnings per share calculations for convertible instruments. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We adopted this guidance effective January 1, 2021 using the full retrospective method. The adoption of the guidance did not have a material impact on our unaudited condensed consolidated financial statements. Recently issued accounting pronouncements not yet adopted |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONCENTRATION OF CREDIT RISK | We had transaction-based revenues from individual market makers in excess of 10% of total revenues, as follows: Three Months Ended Six Months Ended 2020 2021 2020 2021 Market maker: Citadel Securities, LLC 36 % 14 % 34 % 21 % Tai Mo Shan Limited (1) 1 % 29 % 2 % 20 % Entities affiliated with Susquehanna International Group, LLP (2) 21 % 9 % 20 % 11 % Entity affiliated with Jane Street Group 1 % 12 % 1 % 9 % Entities affiliated with Wolverine Holdings, L.P. (3) 8 % 8 % 10 % 8 % All others individually less than 10% 10 % 7 % 9 % 11 % Total as percentage of total revenue: 77 % 79 % 76 % 80 % ________________ (1) Member of Jump Trading Group (2) Consists of Global Execution Brokers, LP and G1X Execution Services, LLC (3) Consists of Wolverine Execution Services, LLC and Wolverine Securities LLC |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATED BY REVENUE SOURCE | The following table presents our revenue disaggregated by revenue source: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Transaction-based revenues: Options $ 111,148 $ 164,604 $ 170,908 $ 362,464 Cryptocurrencies 5,320 233,103 9,558 320,690 Equities 70,606 52,012 102,195 185,313 Other 339 1,448 383 3,139 Total transaction-based revenues 187,413 451,167 283,044 871,606 Net interest revenues: Securities lending 28,633 39,448 35,138 75,074 Margin interest 10,958 31,230 18,787 58,961 Interest on segregated cash and securities 1,436 931 10,632 2,041 Other interest revenue 526 1,368 2,516 2,197 Interest expenses related to credit facilities (1,555) (5,268) (3,059) (8,067) Total net interest revenues 39,998 67,709 64,014 130,206 Other revenues 16,800 46,457 24,703 85,695 Total net revenues $ 244,211 $ 565,333 $ 371,761 $ 1,087,507 |
RECEIVABLES AND CONTRACT BALANCES | The table below sets forth contract receivables balances for the period indicated: (in thousands) Receivables Beginning of period, January 1, 2021 $ 111,871 End of period, June 30, 2021 147,168 Increase in receivables during the period $ 35,297 The table below sets forth contract liabilities balances for the period indicated: (in thousands) Contract Liabilities Beginning of period, January 1, 2021 $ 2,060 End of period, June 30, 2021 3,605 Increase in contract liabilities during the period $ 1,545 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES OF RECEIVABLES FROM USERS | The following table summarizes the allowance for credit losses, which primarily relate to unsecured balances of receivables from users due to fraudulent, unlawful or otherwise inappropriate customer behavior, such as when customers initiate deposits into their accounts, make trades on our platform using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount (“Fraudulent Deposit Transactions”) and to a lesser extent, losses on margin borrowings, for the periods indicated: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Beginning balance $ 27,070 $ 30,875 $ 17,122 $ 34,092 Provision for credit losses 13,985 20,342 23,933 36,745 Write-offs — (15,964) $ — $ (35,584) Ending balance $ 41,055 $ 35,253 $ 41,055 $ 35,253 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | Financial assets and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our unaudited condensed consolidated balance sheets as follows: December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,026,034 $ — $ — $ 1,026,034 Cash and securities segregated under federal and other regulations: U.S. Treasury securities 134,994 — — 134,994 Other current assets: Equity securities - user-held fractional shares 802,483 — — 802,483 Equity securities - securities owned 3,222 — — 3,222 Total financial assets $ 1,966,733 $ — $ — $ 1,966,733 Liabilities Accounts payable and accrued expenses: Equity securities - referral program liability $ 695 $ — $ — $ 695 Other current liabilities: Equity securities - repurchase obligations 802,483 — — 802,483 Total financial liabilities $ 803,178 $ — $ — $ 803,178 June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,927,574 $ — $ — $ 1,927,574 U.S. Treasury securities 349,984 — — 349,984 Other current assets: Equity securities - user-held fractional shares 1,430,855 — — 1,430,855 Equity securities - securities owned 18,874 — — 18,874 Total financial assets $ 3,727,287 $ — $ — $ 3,727,287 Liabilities Accounts payable and accrued expenses: Equity securities - referral program liability $ 389 $ — $ — $ 389 Other current liabilities: Equity securities - repurchase obligations 1,430,855 — — 1,430,855 Convertible notes: Convertible notes — — 5,189,783 5,189,783 Other non-current liabilities: Warrant liability — — 382,513 382,513 Total financial liabilities $ 1,431,244 $ — $ 5,572,296 $ 7,003,540 |
SCHEDULE OF SIGNIFICANT UNOBSERVABLE INPUTS | The significant unobservable inputs used in the fair value measurement of the convertible notes and warrant liability include: June 30, 2021 Convertible notes Warrant liability Fair value of common stock $ 38.00 $ 38.00 Volatility N/A 56 % Risk free rate N/A 1.42 % |
SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF CONVERTIBLE NOTES AND WARRANT LIABILITY | The following table sets forth a summary of the changes in the estimated fair value of our convertible notes and warrant liability: (in thousands) Convertible notes Warrant liability Beginning of period, January 1, 2021 $ — $ — Issued during the period 3,299,031 252,944 Change in fair value 1,890,752 129,569 End of period, June 30, 2021 $ 5,189,783 $ 382,513 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | Three Months Ended Six Months Ended (in thousands, except percentages) 2020 2021 2020 2021 Income (loss) before income taxes $ 58,118 $ (464,158) $ 5,530 $ (1,897,182) Provision for income taxes 534 37,507 448 49,286 Effective Tax Rate 0.9 % (8.1) % 8.1 % (2.6) % |
PROPERTY, SOFTWARE AND EQUIPM_2
PROPERTY, SOFTWARE AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, SOFTWARE AND EQUIPMENT | Property, software and equipment are presented net of accumulated depreciation and amortization and summarized as follows: December 31, June 30, (in thousands) 2020 2021 Computer equipment $ 9,203 $ 17,459 Furniture and fixtures 8,024 14,764 Tenant improvements 18,945 38,426 Internally developed software 16,992 18,943 Construction in progress 9,756 7,266 Total 62,920 96,858 Less: accumulated depreciation and amortization (17,086) (25,780) Property, software and equipment, net $ 45,834 $ 71,078 |
OFFSETTING ASSETS AND LIABILI_2
OFFSETTING ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Offsetting [Abstract] | |
SCHEDULE OF ASSETS SUBJECT TO MASTER NETTING ARRANGEMENT | Our assets and liabilities subject to master netting arrangements are as follows: December 31, June 30, (in thousands) 2020 2021 Assets Securities borrowed Gross amount of securities borrowed $ 372 $ 754 Gross amount offset on the unaudited condensed consolidated balance sheets — — Amounts of assets presented on the unaudited condensed consolidated balance sheets (1) 372 754 Gross amount of securities borrowed not offset in the unaudited condensed consolidated balance sheets: Securities borrowed 372 754 Security collateral received (361) (727) Net amount $ 11 $ 27 Liabilities Securities loaned Gross amount of securities loaned $ 1,921,118 $ 2,642,900 Gross amount of securities loaned offset on the unaudited condensed consolidated balance sheets — — Amounts of liabilities presented on the unaudited condensed consolidated balance sheets 1,921,118 2,642,900 Gross amount of securities loaned not offset on the unaudited condensed consolidated balance sheets: Securities loaned 1,921,118 2,642,900 Security collateral pledged (1,787,819) (2,531,114) Net amount $ 133,299 $ 111,786 ________________ (1) Securities borrowed are included in receivable from brokers, dealers and clearing organizations in the unaudited condensed consolidated balance sheets. |
SCHEDULE OF LIABILITIES SUBJECT TO MASTER NETTING ARRANGEMENT | Our assets and liabilities subject to master netting arrangements are as follows: December 31, June 30, (in thousands) 2020 2021 Assets Securities borrowed Gross amount of securities borrowed $ 372 $ 754 Gross amount offset on the unaudited condensed consolidated balance sheets — — Amounts of assets presented on the unaudited condensed consolidated balance sheets (1) 372 754 Gross amount of securities borrowed not offset in the unaudited condensed consolidated balance sheets: Securities borrowed 372 754 Security collateral received (361) (727) Net amount $ 11 $ 27 Liabilities Securities loaned Gross amount of securities loaned $ 1,921,118 $ 2,642,900 Gross amount of securities loaned offset on the unaudited condensed consolidated balance sheets — — Amounts of liabilities presented on the unaudited condensed consolidated balance sheets 1,921,118 2,642,900 Gross amount of securities loaned not offset on the unaudited condensed consolidated balance sheets: Securities loaned 1,921,118 2,642,900 Security collateral pledged (1,787,819) (2,531,114) Net amount $ 133,299 $ 111,786 ________________ (1) Securities borrowed are included in receivable from brokers, dealers and clearing organizations in the unaudited condensed consolidated balance sheets. |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DETAIL OF OTHER CURRENT ASSETS | The following table presents the detail of other current assets: December 31, June 30, (in thousands) 2020 2021 User-held fractional shares $ 802,483 $ 1,430,855 Prepaid expenses 28,629 67,412 Securities owned 3,222 18,874 Other 16,804 25,761 Total other current assets $ 851,138 $ 1,542,902 |
MEZZANINE EQUITY, COMMON STOC_2
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK | The following table is a summary of redeemable convertible preferred stock as of December 31, 2020: (in thousands, except share data and per share amounts) Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Liquidation Amount Per Share Initial Conversion Price Carrying Value of Stock, Net of Issuance Costs A 131,913,460 131,913,460 $ 0.1954 $ 25,777 $ 0.1954 $ 16,139 B 80,263,020 80,263,020 0.6354 50,999 0.6354 50,999 C 43,788,180 43,788,180 2.5121 110,000 2.5121 109,870 D 35,774,761 35,774,761 10.1450 362,935 10.1450 362,670 E 29,887,357 29,887,357 12.4827 373,075 12.4827 372,733 F 48,000,000 48,000,000 12.5000 600,000 12.5000 599,284 G 44,406,442 43,116,119 15.5000 668,300 15.5000 668,044 414,033,220 412,742,897 $ 2,191,086 $ 2,179,739 The following table is a summary of redeemable convertible preferred stock as of June 30, 2021: (in thousands, except share data and per share amounts) Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Liquidation Amount Per Share Initial Conversion Price Carrying Value of Stock, Net of Issuance Costs A 131,913,460 131,913,460 $ 0.1954 $ 25,777 $ 0.1954 $ 16,139 B 80,263,020 80,263,020 0.6354 50,999 0.6354 50,999 C 43,788,180 43,788,180 2.5121 110,000 2.5121 109,870 D 35,774,761 35,774,761 10.1450 362,935 10.1450 362,670 E 29,887,357 29,887,357 12.4827 373,075 12.4827 372,733 F 48,000,000 48,000,000 12.5000 600,000 12.5000 599,284 G 44,406,442 43,116,119 15.5000 668,300 15.5000 668,044 G-1 244,278,204 — 18.6000 — 18.6000 — 658,311,424 412,742,897 $ 2,191,086 $ 2,179,739 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of stock option activity for the six months ended June 30, 2021 is as follows: Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Life Total Intrinsic Value (in thousands) Balance at December 31, 2020 21,543,828 $ 2.19 6.52 $ 304,590 Exercised during the period (3,581,521) 1.87 Cancelled and forfeited during the period (276,657) 4.51 Balance at June 30, 2021 17,685,650 $ 2.22 5.76 $ 632,774 Options vested and expected to vest at June 30, 2021 17,685,650 $ 2.22 5.76 $ 632,774 Options exercisable at June 30, 2021 15,905,386 $ 1.75 5.56 $ 576,535 |
SCHEDULE OF ACTIVITY RELATED TO TIME-BASED RSUs | The following table summarizes the activity related to our Time-Based RSUs for the six months ended June 30, 2021: Number of RSUs Weighted- average grant date fair value Unvested at December 31, 2020 47,711,649 $ 10.84 Granted 22,899,989 40.88 Forfeited (1,747,048) 16.48 Unvested at June 30, 2021 68,864,590 $ 26.12 |
SCHEDULE OF SHARE-BASED COMPENSATION | The following table summarizes the effects of share-based compensation on our unaudited condensed consolidated statements of operations: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Brokerage and transaction $ 6 $ 6 $ 12 $ 12 Technology and development 824 717 2,540 2,025 Operations 8 3 18 6 Marketing 7 41 15 78 General and administrative 520 371 1,192 8,013 Total $ 1,365 $ 1,138 $ 3,777 $ 10,134 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
CALCULATION OF BASIC AND DILUTED INCOME (LOSS) PER SHARE | The following table presents the calculation of basic and diluted income (loss) per share: (in thousands, except per share data) Three Months Ended Six Months Ended 2020 2021 2020 2021 Net income (loss) $ 57,584 $ (501,665) $ 5,082 $ (1,946,468) Less: allocation of earnings to participating securities $ 34,801 $ — $ 3,032 $ — Net income (loss) attributable to common stockholders $ 22,783 $ (501,665) $ 2,050 $ (1,946,468) Weighted-average common stock outstanding - basic 225,091,413 232,223,019 224,953,736 231,459,227 Dilutive effect of stock options and unvested shares 19,246,732 — 19,585,456 — Weighted-average common stock outstanding - diluted 244,338,145 232,223,019 244,539,192 231,459,227 Net income (loss) per share attributable to common stockholders: Basic $ 0.10 $ (2.16) $ 0.01 $ (8.41) Diluted $ 0.09 $ (2.16) $ 0.01 $ (8.41) |
POTENTIAL COMMON SHARES EXCLUDED FROM THE CALCULATION OF DILUTED NET INCOME (LOSS) PER SHARE | The following potential common shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended Six Months Ended 2020 2021 2020 2021 Redeemable convertible preferred stock 366,266,778 412,742,897 366,266,778 412,742,897 RSUs 62,362,190 132,048,248 62,362,190 132,048,248 Stock options 89,110 17,685,650 82,182 17,685,650 Unvested shares 735 128,228 735 128,228 Total anti-dilutive securities 428,718,813 562,605,023 428,711,885 562,605,023 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE, OTHER INFORMATION AND CASH FLOWS | The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) 2020 2021 2020 2021 Fixed operating lease costs $ 2,693 $ 5,011 $ 5,063 $ 8,790 Variable operating lease costs 704 1,374 1,427 2,452 Short-term lease costs 307 356 313 610 Total lease costs $ 3,704 $ 6,741 $ 6,803 $ 11,852 Other information related to our operating leases was as follows: December 31, June 30, 2020 2021 Weighted-average remaining lease term 5.41 years 5.23 years Weighted-average discount rate 7.02 % 6.21 % Cash flows related to leases were as follows: Six Months Ended (in thousands) 2020 2021 Operating cash flows: Payments for operating lease liabilities $ 9,609 $ 1,070 Supplemental cash flow data: Lease liabilities arising from obtaining right-of-use assets $ 14,902 $ 31,693 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under non-cancellable operating leases (with initial lease terms in excess of one year) as of June 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 8,975 2022 25,150 2023 22,841 2024 18,291 2025 17,239 Thereafter 22,270 Total undiscounted lease payments 114,766 Less: imputed interest (17,965) Less: lease incentives (10,051) Total lease liabilities $ 86,750 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Deferred offering costs | $ 9.5 | $ 1.3 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - SCHEDULE OF CONCENTRATION OF CREDIT RISK (Details) - Customer Concentration Risk - Revenue Benchmark | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Citadel Securities, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.00% | 36.00% | 21.00% | 34.00% |
Tai Mo Shan Limited | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 29.00% | 1.00% | 20.00% | 2.00% |
Entities affiliated with Susquehanna International Group, LLP | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 9.00% | 21.00% | 11.00% | 20.00% |
Entity affiliated with Jane Street Group | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.00% | 1.00% | 9.00% | 1.00% |
Entities affiliated with Wolverine Holdings, L.P. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8.00% | 8.00% | 8.00% | 10.00% |
All others individually less than 10% | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 7.00% | 10.00% | 11.00% | 9.00% |
Total as percentage of total revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 79.00% | 77.00% | 80.00% | 76.00% |
REVENUE - REVENUE DISAGGREGATED
REVENUE - REVENUE DISAGGREGATED BY REVENUE SOURCE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 451,167 | $ 187,413 | $ 871,606 | $ 283,044 |
Securities lending | 39,448 | 28,633 | 75,074 | 35,138 |
Margin interest | 31,230 | 10,958 | 58,961 | 18,787 |
Interest on segregated cash and securities | 931 | 1,436 | 2,041 | 10,632 |
Other interest revenue | 1,368 | 526 | 2,197 | 2,516 |
Interest expenses related to credit facilities | (5,268) | (1,555) | (8,067) | (3,059) |
Net interest revenues | 67,709 | 39,998 | 130,206 | 64,014 |
Total net revenues | 565,333 | 244,211 | 1,087,507 | 371,761 |
Options | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 164,604 | 111,148 | 362,464 | 170,908 |
Cryptocurrencies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 233,103 | 5,320 | 320,690 | 9,558 |
Equities | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 52,012 | 70,606 | 185,313 | 102,195 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,448 | 339 | 3,139 | 383 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 46,457 | $ 16,800 | $ 85,695 | $ 24,703 |
REVENUE - RECEIVABLES AND CONTR
REVENUE - RECEIVABLES AND CONTRACT LIABILITIES BALANCES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Contract with Customer, Asset [Roll Forward] | |
Beginning of period, January 1, 2021 | $ 111,871 |
End of period, June 30, 2021 | 147,168 |
Increase in receivables during the period | 35,297 |
Contract with Customer, Liability [Roll Forward] | |
Beginning of period, January 1, 2021 | 2,060 |
End of period, June 30, 2021 | 3,605 |
Increase in contract liabilities during the period | $ 1,545 |
ALLOWANCE FOR CREDIT LOSSES - A
ALLOWANCE FOR CREDIT LOSSES - ALLOWANCE FOR CREDIT LOSSES OF RECEIVABLES FROM USERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Contract with Customer, Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 30,875 | $ 27,070 | $ 34,092 | $ 17,122 |
Provision for credit losses | 20,342 | 13,985 | 36,745 | 23,933 |
Write-offs | (15,964) | 0 | (35,584) | 0 |
Ending balance | $ 35,253 | $ 41,055 | $ 35,253 | $ 41,055 |
ALLOWANCE FOR CREDIT LOSSES - N
ALLOWANCE FOR CREDIT LOSSES - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||
Provision for credit losses | $ (20,342) | $ (13,985) | $ (36,745) | $ (23,933) | ||||
Allowance for credit losses | 35,253 | 41,055 | 35,253 | 41,055 | $ 30,875 | $ 34,092 | $ 27,070 | $ 17,122 |
Transaction-based revenues | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Provision for credit losses | 19,000 | 13,400 | 34,900 | 23,300 | ||||
Allowance for credit losses | 32,900 | 40,400 | 32,900 | 40,400 | ||||
Other revenues | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Provision for credit losses | 1,300 | 600 | 1,800 | 600 | ||||
Allowance for credit losses | $ 2,400 | $ 700 | $ 2,400 | $ 700 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Convertible notes | $ 5,189,783 | |
Warrant liability | 382,513 | |
Level 1 | ||
Liabilities | ||
Convertible notes | 0 | |
Warrant liability | 0 | |
Level 2 | ||
Liabilities | ||
Convertible notes | 0 | |
Warrant liability | 0 | |
Level 3 | ||
Liabilities | ||
Convertible notes | 5,189,783 | |
Warrant liability | 382,513 | |
Fair Value, Recurring | ||
Assets | ||
Total financial assets | 3,727,287 | $ 1,966,733 |
Liabilities | ||
Total financial liabilities | 7,003,540 | 803,178 |
Fair Value, Recurring | Equity securities - user-held fractional shares | ||
Assets | ||
Other current assets | 1,430,855 | 802,483 |
Fair Value, Recurring | Equity securities - securities owned | ||
Assets | ||
Other current assets | 18,874 | 3,222 |
Fair Value, Recurring | U.S. Treasury securities | ||
Assets | ||
Cash and securities segregated under federal and other regulations | 134,994 | |
Fair Value, Recurring | Equity securities - referral program liability | ||
Liabilities | ||
Accounts payable and accrued expenses | 389 | 695 |
Fair Value, Recurring | Equity securities - repurchase obligations | ||
Liabilities | ||
Other current liabilities | 1,430,855 | 802,483 |
Fair Value, Recurring | Money market funds | ||
Assets | ||
Cash equivalents | 1,927,574 | 1,026,034 |
Fair Value, Recurring | U.S. Treasury securities | ||
Assets | ||
Cash equivalents | 349,984 | |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Total financial assets | 3,727,287 | 1,966,733 |
Liabilities | ||
Total financial liabilities | 1,431,244 | 803,178 |
Fair Value, Recurring | Level 1 | Equity securities - user-held fractional shares | ||
Assets | ||
Other current assets | 1,430,855 | 802,483 |
Fair Value, Recurring | Level 1 | Equity securities - securities owned | ||
Assets | ||
Other current assets | 18,874 | 3,222 |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||
Assets | ||
Cash and securities segregated under federal and other regulations | 134,994 | |
Fair Value, Recurring | Level 1 | Equity securities - referral program liability | ||
Liabilities | ||
Accounts payable and accrued expenses | 389 | 695 |
Fair Value, Recurring | Level 1 | Equity securities - repurchase obligations | ||
Liabilities | ||
Other current liabilities | 1,430,855 | 802,483 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Assets | ||
Cash equivalents | 1,927,574 | 1,026,034 |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||
Assets | ||
Cash equivalents | 349,984 | |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Equity securities - user-held fractional shares | ||
Assets | ||
Other current assets | 0 | 0 |
Fair Value, Recurring | Level 2 | Equity securities - securities owned | ||
Assets | ||
Other current assets | 0 | 0 |
Fair Value, Recurring | Level 2 | U.S. Treasury securities | ||
Assets | ||
Cash and securities segregated under federal and other regulations | 0 | |
Fair Value, Recurring | Level 2 | Equity securities - referral program liability | ||
Liabilities | ||
Accounts payable and accrued expenses | 0 | 0 |
Fair Value, Recurring | Level 2 | Equity securities - repurchase obligations | ||
Liabilities | ||
Other current liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Assets | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 2 | U.S. Treasury securities | ||
Assets | ||
Cash equivalents | 0 | |
Fair Value, Recurring | Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 5,572,296 | 0 |
Fair Value, Recurring | Level 3 | Equity securities - user-held fractional shares | ||
Assets | ||
Other current assets | 0 | 0 |
Fair Value, Recurring | Level 3 | Equity securities - securities owned | ||
Assets | ||
Other current assets | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. Treasury securities | ||
Assets | ||
Cash and securities segregated under federal and other regulations | 0 | |
Fair Value, Recurring | Level 3 | Equity securities - referral program liability | ||
Liabilities | ||
Accounts payable and accrued expenses | 0 | 0 |
Fair Value, Recurring | Level 3 | Equity securities - repurchase obligations | ||
Liabilities | ||
Other current liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Assets | ||
Cash equivalents | 0 | $ 0 |
Fair Value, Recurring | Level 3 | U.S. Treasury securities | ||
Assets | ||
Cash equivalents | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - SCHEDULE OF SIGNIFICANT UNOBSERVABLE INPUTS (Details) | Jun. 30, 2021 |
Convertible notes | Fair value of common stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible notes, measurement input | 38 |
Warrant liability | Fair value of common stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 38 |
Warrant liability | Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 0.56 |
Warrant liability | Risk free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 0.0142 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - NARRATIVE (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Feb. 28, 2021tranche | |
Convertible notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total loss due to changes in fair value | $ | $ (514,700) | $ (1,890,752) | |
Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total loss due to changes in fair value | $ | $ (13,400) | $ (129,569) | |
Convertible notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of tranches issued | tranche | 2 | ||
Convertible notes | Investor | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of tranches issued | tranche | 2 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF CONVERTIBLE NOTES AND WARRANT LIABILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Convertible notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of period, January 1, 2021 | $ 0 | |
Issued during the period | 3,299,031 | |
Change in fair value | $ 514,700 | 1,890,752 |
End of period, June 30, 2021 | 5,189,783 | 5,189,783 |
Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of period, January 1, 2021 | 0 | |
Issued during the period | 252,944 | |
Change in fair value | 13,400 | 129,569 |
End of period, June 30, 2021 | $ 382,513 | $ 382,513 |
INCOME TAXES - SCHEDULE OF INCO
INCOME TAXES - SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (464,158) | $ 58,118 | $ (1,897,182) | $ 5,530 |
Provision for income taxes | $ 37,507 | $ 534 | $ 49,286 | $ 448 |
Effective Tax Rate | (8.10%) | 0.90% | (2.60%) | 8.10% |
PROPERTY, SOFTWARE AND EQUIPM_3
PROPERTY, SOFTWARE AND EQUIPMENT, NET - SCHEDULE OF PROPERTY, SOFTWARE AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | $ 96,858 | $ 62,920 |
Less: accumulated depreciation and amortization | (25,780) | (17,086) |
Property, software and equipment, net | 71,078 | 45,834 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | 17,459 | 9,203 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | 14,764 | 8,024 |
Tenant improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | 38,426 | 18,945 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | 18,943 | 16,992 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, software and equipment, gross | $ 7,266 | $ 9,756 |
PROPERTY, SOFTWARE AND EQUIPM_4
PROPERTY, SOFTWARE AND EQUIPMENT, NET - NARRATIVE (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense of property and equipment | $ 3.4 | $ 1.3 | $ 5.8 | $ 2.1 |
Amortization expense of internally developed software | $ 1.5 | $ 0.9 | $ 2.9 | $ 1.8 |
OFFSETTING ASSETS AND LIABILI_3
OFFSETTING ASSETS AND LIABILITIES - SCHEDULE OF ASSETS AND LIABILITIES SUBJECT TO MASTER NETTING ARRANGEMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Gross amount of securities borrowed | $ 754 | $ 372 |
Gross amount offset on the unaudited condensed consolidated balance sheets | 0 | 0 |
Amounts of assets presented on the unaudited condensed consolidated balance sheets | 754 | 372 |
Securities borrowed | 754 | 372 |
Security collateral received | (727) | (361) |
Net amount | 27 | 11 |
Liabilities | ||
Gross amount of securities loaned | 2,642,900 | 1,921,118 |
Gross amount of securities loaned offset on the unaudited condensed consolidated balance sheets | 0 | 0 |
Amounts of liabilities presented on the unaudited condensed consolidated balance sheets | 2,642,900 | 1,921,118 |
Securities loaned | 2,642,900 | 1,921,118 |
Security collateral pledged | (2,531,114) | (1,787,819) |
Net amount | $ 111,786 | $ 133,299 |
OFFSETTING ASSETS AND LIABILI_4
OFFSETTING ASSETS AND LIABILITIES - NARRATIVE (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Offsetting [Abstract] | ||
Fair value of securities re-pledged | $ 7,517,000 | $ 4,632,600 |
Security collateral received | 727 | $ 361 |
Amount re-pledged with clearing organizations to meet deposit requirements | $ 165,500 |
OTHER CURRENT ASSETS - DETAIL O
OTHER CURRENT ASSETS - DETAIL OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
User-held fractional shares | $ 1,430,855 | $ 802,483 |
Prepaid expenses | 67,412 | 28,629 |
Securities owned | 18,874 | 3,222 |
Other | 25,761 | 16,804 |
Other current assets | $ 1,542,902 | $ 851,138 |
FINANCING ACTIVITIES AND OFF-_2
FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK - NARRATIVE (Details) | 1 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2021USD ($) | Feb. 28, 2021USD ($)tranche$ / shares | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 31, 2020USD ($) | Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||||
Settlement date basis, equities | 2 days | |||||||
Settlement date basis, options | 1 day | |||||||
Tranche 1 Convertible Note Holders | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate proceeds invested, percentage | 15.00% | |||||||
Maximum amount of all warrants | $ 379,800,000 | |||||||
Common Class A | Tranche 1 Convertible Note Holders | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage, warrant | 70.00% | |||||||
Exercise price (in dollars per share) | $ / shares | $ 38.29 | |||||||
Preferred Stock | Tranche 1 Convertible Note Holders | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage, warrant | 70.00% | |||||||
Exercise price (in dollars per share) | $ / shares | $ 38.29 | |||||||
Outstanding warrants strike price (in dollars per share) | $ / shares | $ 18.60 | |||||||
Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of tranches issued | tranche | 2 | |||||||
Interest rate on loan | 6.00% | |||||||
Convertible notes | Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross proceeds from IPO offering to trigger convesion | $ 500,000,000 | |||||||
Conversion price percentage, convertible debt | 70.00% | |||||||
Convertible notes | Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross proceeds from IPO offering to trigger convesion | $ 500,000,000 | |||||||
Conversion price percentage, convertible debt | 70.00% | |||||||
Tranche I Convertible Notes | Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued | $ 2,530,000,000 | |||||||
Tranche I Convertible Notes | Convertible notes | Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 38.29 | |||||||
Tranche I Convertible Notes | Convertible notes | Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 38.29 | |||||||
Tranche II Convertible Notes | Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued | $ 1,020,000,000 | |||||||
Tranche II Convertible Notes | Convertible notes | Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 42.12 | |||||||
Tranche II Convertible Notes | Convertible notes | Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 42.12 | |||||||
Revolving Credit Facility | October 2019 Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, amount entered into | $ 200,000,000 | |||||||
Commitment fee percentage | 0.10% | |||||||
Outstanding borrowings, long-term | $ 0 | $ 0 | ||||||
Revolving Credit Facility | October 2019 Credit Facility | Eurodollar | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 1.00% | |||||||
Revolving Credit Facility | October 2019 Credit Facility | Federal Reserve Bank of New York Rate | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 0.50% | |||||||
Revolving Credit Facility | October 2019 Credit Facility | Eurodollar, One Month Interest Period | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 1.00% | |||||||
Revolving Credit Facility | October 2019 Credit Facility, As Amended | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, amount entered into | $ 625,000,000 | $ 600,000,000 | ||||||
Revolving Credit Facility | Line of Credit | September 2019 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, amount entered into | $ 400,000,000 | |||||||
Outstanding borrowings, short-term | $ 0 | |||||||
Commitment fee percentage | 0.35% | |||||||
Revolving Credit Facility | Line of Credit | September 2019 Credit Facility | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 1.25% | |||||||
Revolving Credit Facility | Line of Credit | September 2019 Credit Facility, As Amended | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, amount entered into | $ 550,000,000 | |||||||
Revolving Credit Facility | Line of Credit | April 2021 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, amount entered into | $ 2,200,000,000 | |||||||
Outstanding borrowings, short-term | $ 0 | |||||||
Commitment fee percentage | 0.50% | |||||||
Revolving Credit Facility | Line of Credit | April 2021 Credit Facility, Tranche A | Short-Term Funding Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 1.25% | |||||||
Revolving Credit Facility | Line of Credit | April 2021 Credit Facility, Tranche B and C | Short-Term Funding Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate on loan | 2.50% |
MEZZANINE EQUITY, COMMON STOC_3
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT - SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 658,311,424 | 414,033,220 |
Shares issued (in shares) | 412,742,897 | 412,742,897 |
Shares outstanding (in shares) | 412,742,897 | 412,742,897 |
Liquidation Amount | $ 2,191,086,000 | $ 2,191,086,000 |
Carrying Value of Stock, Net of Issuance Costs | $ 2,179,739,000 | $ 2,179,739,000 |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 131,913,460 | 131,913,460 |
Shares issued (in shares) | 131,913,460 | 131,913,460 |
Shares outstanding (in shares) | 131,913,460 | 131,913,460 |
Per Share Liquidation Preference (in dollars per share) | $ 0.1954 | $ 0.1954 |
Liquidation Amount | $ 25,777,000 | $ 25,777,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 0.1954 | $ 0.1954 |
Carrying Value of Stock, Net of Issuance Costs | $ 16,139,000 | $ 16,139,000 |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 80,263,020 | 80,263,020 |
Shares issued (in shares) | 80,263,020 | 80,263,020 |
Shares outstanding (in shares) | 80,263,020 | 80,263,020 |
Per Share Liquidation Preference (in dollars per share) | $ 0.6354 | $ 0.6354 |
Liquidation Amount | $ 50,999,000 | $ 50,999,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 0.6354 | $ 0.6354 |
Carrying Value of Stock, Net of Issuance Costs | $ 50,999,000 | $ 50,999,000 |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 43,788,180 | 43,788,180 |
Shares issued (in shares) | 43,788,180 | 43,788,180 |
Shares outstanding (in shares) | 43,788,180 | 43,788,180 |
Per Share Liquidation Preference (in dollars per share) | $ 2.5121 | $ 2.5121 |
Liquidation Amount | $ 110,000,000 | $ 110,000,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 2.5121 | $ 2.5121 |
Carrying Value of Stock, Net of Issuance Costs | $ 109,870,000 | $ 109,870,000 |
Series D | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 35,774,761 | 35,774,761 |
Shares issued (in shares) | 35,774,761 | 35,774,761 |
Shares outstanding (in shares) | 35,774,761 | 35,774,761 |
Per Share Liquidation Preference (in dollars per share) | $ 10.1450 | $ 10.1450 |
Liquidation Amount | $ 362,935,000 | $ 362,935,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 10.1450 | $ 10.1450 |
Carrying Value of Stock, Net of Issuance Costs | $ 362,670,000 | $ 362,670,000 |
Series E | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 29,887,357 | 29,887,357 |
Shares issued (in shares) | 29,887,357 | 29,887,357 |
Shares outstanding (in shares) | 29,887,357 | 29,887,357 |
Per Share Liquidation Preference (in dollars per share) | $ 12.4827 | $ 12.4827 |
Liquidation Amount | $ 373,075,000 | $ 373,075,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 12.4827 | $ 12.4827 |
Carrying Value of Stock, Net of Issuance Costs | $ 372,733,000 | $ 372,733,000 |
Series F | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 48,000,000 | 48,000,000 |
Shares issued (in shares) | 48,000,000 | 48,000,000 |
Shares outstanding (in shares) | 48,000,000 | 48,000,000 |
Per Share Liquidation Preference (in dollars per share) | $ 12.5000 | $ 12.5000 |
Liquidation Amount | $ 600,000,000 | $ 600,000,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 12.5000 | $ 12.5000 |
Carrying Value of Stock, Net of Issuance Costs | $ 599,284,000 | $ 599,284,000 |
Series G | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 44,406,442 | 44,406,442 |
Shares issued (in shares) | 43,116,119 | 43,116,119 |
Shares outstanding (in shares) | 43,116,119 | 43,116,119 |
Per Share Liquidation Preference (in dollars per share) | $ 15.5000 | $ 15.5000 |
Liquidation Amount | $ 668,300,000 | $ 668,300,000 |
Per Share Initial Conversion Price (in dollars per share) | $ 15.5000 | $ 15.5000 |
Carrying Value of Stock, Net of Issuance Costs | $ 668,044,000 | $ 668,044,000 |
Series G-1 | ||
Temporary Equity [Line Items] | ||
Shares Authorized (in shares) | 244,278,204 | |
Shares issued (in shares) | 0 | |
Shares outstanding (in shares) | 0 | |
Per Share Liquidation Preference (in dollars per share) | $ 18.6000 | |
Liquidation Amount | $ 0 | |
Per Share Initial Conversion Price (in dollars per share) | $ 18.6000 | |
Carrying Value of Stock, Net of Issuance Costs | $ 0 |
MEZZANINE EQUITY, COMMON STOC_4
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT - NARRATIVE (Details) | Jun. 30, 2021USD ($)votetranchedirectorholder$ / sharesshares | Jun. 30, 2021USD ($)votetranchedirectorholder$ / sharesshares | May 31, 2021$ / sharesshares | Mar. 31, 2021employee$ / shares | Jun. 30, 2021USD ($)votetranchedirectorholder$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)votetranchedirectorholder$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, number of elected directors entitled to holders | director | 4 | 4 | 4 | 4 | ||||||
Number of holders entitled to matters before the board of directors | holder | 2 | 2 | 2 | 2 | ||||||
Number of votes on matters before the board of directors | vote | 2 | 2 | 2 | 2 | ||||||
Number of voting rights per share | vote | 1 | 1 | 1 | 1 | ||||||
Capitalized share-based compensation expense | $ | $ 100,000 | $ 300,000 | $ 100,000 | $ 600,000 | ||||||
2013 and 2020 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock authorized (in shares) | shares | 209,809,164 | 209,809,164 | 209,809,164 | 209,809,164 | ||||||
Shares issued under plans (in shares) | shares | 46,928,833 | |||||||||
Common stock reserved for issuance (in shares) | shares | 149,733,898 | |||||||||
2020 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares remaining available for issuance (in shares) | shares | 13,146,433 | 13,146,433 | 13,146,433 | 13,146,433 | ||||||
2021 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of shares reserved for issuance under equity incentive plan | 14.00% | |||||||||
Annual increase as a percentage of outstanding shares | 5.00% | |||||||||
ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of common stock authorized (in shares) | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Annual increase as a percentage of outstanding shares | 1.00% | |||||||||
Maximum payroll deduction for ESPP, percentage | 15.00% | 15.00% | 15.00% | 15.00% | ||||||
ESPP purchase price discount, percentage | 85.00% | |||||||||
Percentage of shares outstanding after close of offering | 2.00% | |||||||||
Dividend Declared | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Dividends | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Dividend Paid | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Dividends | $ | 0 | 0 | 0 | $ 0 | ||||||
Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercisable, period (up to) | 10 years | |||||||||
Vesting rate, percentage | 25.00% | |||||||||
Vesting period | 4 years | |||||||||
Unrecognized compensation cost | $ | 4,900,000 | 4,900,000 | 4,900,000 | $ 4,900,000 | ||||||
Unrecognized compensation cost related to outstanding stock options, weighted-average period | 11 months 8 days | |||||||||
Stock options | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercisable, period (up to) | 7 years | |||||||||
Vesting period | 8 years | 1 year | ||||||||
Granted (in shares) | shares | 35,520,000 | 22,899,989 | 27,663,658 | |||||||
Granted, Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 22.68 | $ 40.88 | $ 0.29 | |||||||
Weighted-average incremental fair value (in dollars per share) | $ / shares | $ 21.95 | |||||||||
Unrecognized compensation cost | $ | $ 1,800,000,000 | $ 1,800,000,000 | $ 1,800,000,000 | $ 1,800,000,000 | ||||||
Number of employees affected | employee | 500 | |||||||||
Modified grant date fair value (in dollars per share) | $ / shares | $ 26.12 | $ 26.12 | $ 39.75 | $ 26.12 | $ 26.12 | $ 10.84 | ||||
RSUs | 2019 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation expense, including incremental expense due to modification | $ | $ 615,200,000 | $ 615,200,000 | $ 615,200,000 | $ 615,200,000 | ||||||
Incremental share-based compensation expense | $ | $ 411,300,000 | |||||||||
Remaining weighted-average service period | 1 year 3 months 10 days | |||||||||
RSUs | 2019 | Pro Forma | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Qualifying liquidity event, share-based compensation expense | $ | 203,900,000 | |||||||||
RSUs | 2021 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | $ 805,500,000 | $ 805,500,000 | $ 805,500,000 | $ 805,500,000 | ||||||
Incremental share-based compensation expense | $ | $ 787,300,000 | |||||||||
Remaining weighted-average service period | 4 years 2 months 23 days | |||||||||
Requisite service period | 4 years 3 months 29 days | |||||||||
Number of tranches | tranche | 7 | 7 | 7 | 7 | ||||||
RSUs | 2021 | Pro Forma | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Qualifying liquidity event, share-based compensation expense | $ | $ 18,200,000 | |||||||||
RSUs | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 4,560,000 | 5,532,732 | ||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 120 | $ 30.45 | ||||||||
RSUs | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 4,560,000 | 13,831,828 | ||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 150 | $ 50.75 | ||||||||
RSUs | Share-based Payment Arrangement, Tranche Three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 5,280,000 | 8,299,098 | ||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 180 | $ 101.50 | ||||||||
RSUs | Share-based Payment Arrangement, Tranche Four | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 5,280,000 | |||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 210 | |||||||||
RSUs | Share-based Payment Arrangement, Tranche Five | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 5,280,000 | |||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 240 | |||||||||
RSUs | Share-based Payment Arrangement, Tranche Six | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 5,280,000 | |||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 270 | |||||||||
RSUs | Share-based Payment Arrangement, Tranche Seven | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested shares upon achievement of price targets (in shares) | shares | 5,280,000 | |||||||||
Price targets, vested (in dollars per share) | $ / shares | $ 300 | |||||||||
RSUs | Vesting Condition, Satisfied or Partially Satisfied | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | 660,000,000 | $ 660,000,000 | $ 660,000,000 | $ 660,000,000 | ||||||
RSUs | Vesting Condition, Not Yet Satisfied | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | $ 1,200,000,000 | $ 1,200,000,000 | $ 1,200,000,000 | $ 1,200,000,000 | ||||||
Redeemable convertible preferred stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Threshold outstanding to obtain approval (in shares) | shares | 50,000,000 | |||||||||
Series F | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Per Share Liquidation Preference (in dollars per share) | $ / shares | $ 12.5000 | $ 12.5000 | $ 12.5000 | $ 12.5000 | 12.5000 | |||||
Series F | IPO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Per Share Liquidation Preference (in dollars per share) | $ / shares | $ 12.4827 | $ 12.4827 | $ 12.4827 | $ 12.4827 | ||||||
Proceeds to trigger conversion of redeemable convertible preferred stock | $ | $ 200,000,000 | |||||||||
Series A and B | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Preferred stock, number of elected directors entitled to holders | director | 1 | 1 | 1 | 1 | ||||||
Series D and E | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Conversion, percentage of outstanding shares | 60.00% | 60.00% | 60.00% | 60.00% | ||||||
Series A | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Per Share Liquidation Preference (in dollars per share) | $ / shares | $ 0.1954 | $ 0.1954 | $ 0.1954 | $ 0.1954 | $ 0.1954 | |||||
Conversion, percentage of outstanding shares | 65.00% | 65.00% | 65.00% | 65.00% |
MEZZANINE EQUITY, COMMON STOC_5
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT - SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 21,543,828 | |
Exercised during the period (in shares) | (3,581,521) | |
Cancelled and forfeited during the period (in shares) | (276,657) | |
Ending balance (in shares) | 17,685,650 | 21,543,828 |
Options vested and expected to vest (in shares) | 17,685,650 | |
Options exercisable (in shares) | 15,905,386 | |
Weighted-Average Exercise Price | ||
Beginning balance, Weighted-Average Exercise Price (in dollars per share) | $ 2.19 | |
Exercised during the period, Weighted-Average Exercise Price (in dollars per share) | 1.87 | |
Cancelled and forfeited during the period, Weighted-Average Exercise Price (in dollars per share) | 4.51 | |
Ending balance, Weighted-Average Exercise Price (in dollars per share) | 2.22 | $ 2.19 |
Options vested and expected to vest, Weighted-Average Exercise Price (in dollars per share) | 2.22 | |
Options exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 1.75 | |
Weighted- Average Remaining Life | ||
Weighted- Average Remaining Life | 5 years 9 months 3 days | 6 years 6 months 7 days |
Options vested and expected to vest, Weighted-Average Remaining Life | 5 years 9 months 3 days | |
Options exercisable, Weighted-Average Remaining Life | 5 years 6 months 21 days | |
Total Intrinsic Value (in thousands) | ||
Total Intrinsic Value (in thousands) | $ 632,774 | $ 304,590 |
Options vested and expected to vest, Total Intrinsic Value | 632,774 | |
Options exercisable, Total Intrinsic Value | $ 576,535 |
MEZZANINE EQUITY, COMMON STOC_6
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS' DEFICIT - SCHEDULE OF ACTIVITY RELATED TO TIME-BASED RSUs (Details) - RSUs - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
May 31, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | |
Number of RSUs | |||
Unvested restricted stock, beginning balance (in shares) | 47,711,649 | ||
Granted (in shares) | 35,520,000 | 22,899,989 | 27,663,658 |
Forfeited (in shares) | (1,747,048) | ||
Unvested restricted stock, ending balance (in shares) | 68,864,590 | ||
Weighted- average grant date fair value | |||
Unvested restricted stock, Weighted-average grant date fair value, beginning balance (in dollars per share) | $ 10.84 | ||
Granted, Weighted-average grant date fair value (in dollars per share) | $ 22.68 | 40.88 | $ 0.29 |
Forfeited, Weighted-average grant date fair value (in dollars per share) | 16.48 | ||
Unvested restricted stock, Weighted-average grant date fair value, ending balance (in dollars per share) | $ 26.12 |
MEZZANINE EQUITY, COMMON STOC_7
MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS’ DEFICIT - SCHEDULE OF SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | $ 1,138 | $ 1,365 | $ 10,134 | $ 3,777 |
Brokerage and transaction | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 6 | 6 | 12 | 12 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 717 | 824 | 2,025 | 2,540 |
Operations | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 3 | 8 | 6 | 18 |
Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 41 | 7 | 78 | 15 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | $ 371 | $ 520 | $ 8,013 | $ 1,192 |
INCOME (LOSS) PER SHARE - CALCU
INCOME (LOSS) PER SHARE - CALCULATION OF BASIC AND DILUTED INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (501,665) | $ 57,584 | $ (1,946,468) | $ 5,082 |
Less: allocation of earnings to participating securities | 0 | 34,801 | 0 | 3,032 |
Net income (loss) attributable to common stockholders | (501,665) | 22,783 | (1,946,468) | 2,050 |
Net income (loss) attributable to common stockholders | $ (501,665) | $ 22,783 | $ (1,946,468) | $ 2,050 |
Weighted-average common stock outstanding - basic (in shares) | 232,223,019 | 225,091,413 | 231,459,227 | 224,953,736 |
Dilutive effect of stock options and unvested shares (in shares) | 0 | 19,246,732 | 0 | 19,585,456 |
Weighted-average common stock outstanding - diluted (in shares) | 232,223,019 | 244,338,145 | 231,459,227 | 244,539,192 |
Net income (loss) per share attributable to common stockholders: | ||||
Net income (loss) per share attributable to common stockholders, Basic (in dollars per share) | $ (2.16) | $ 0.10 | $ (8.41) | $ 0.01 |
Net income (loss) per share attributable to common stockholders, Diluted (in dollars per share) | $ (2.16) | $ 0.09 | $ (8.41) | $ 0.01 |
INCOME (LOSS) PER SHARE - POTEN
INCOME (LOSS) PER SHARE - POTENTIAL COMMON SHARES EXCLUDED FROM THE CALCULATION OF DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 562,605,023 | 428,718,813 | 562,605,023 | 428,711,885 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 132,048,248 | 62,362,190 | 132,048,248 | 62,362,190 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 17,685,650 | 89,110 | 17,685,650 | 82,182 |
Unvested shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 128,228 | 735 | 128,228 | 735 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 412,742,897 | 366,266,778 | 412,742,897 | 366,266,778 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | Jun. 30, 2021USD ($)party | Feb. 28, 2021tranche |
Related Party Transaction [Line Items] | ||
Convertible notes | $ 5,189,783 | |
Convertible notes | ||
Related Party Transaction [Line Items] | ||
Number of tranches issued | tranche | 2 | |
Investor | ||
Related Party Transaction [Line Items] | ||
Number of related parties | party | 2 | |
Convertible notes | $ 182,600 | |
Warrant liabilities | $ 18,900 | |
Investor | Convertible notes | ||
Related Party Transaction [Line Items] | ||
Number of tranches issued | tranche | 2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) tranche in Thousands, $ in Thousands | Jul. 26, 2021lawsuit | Jun. 30, 2021USD ($)option | Jan. 28, 2021lawsuit | Jan. 08, 2021tranche | Dec. 23, 2020lawsuit | Jul. 24, 2020USD ($) | Mar. 04, 2020lawsuitplaintiff | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | ||||||||
Number of renewal options (or more) | option | 1 | |||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Non-current assets | Non-current assets | ||||||
Operating lease right-of-use assets | $ 74,700 | $ 49,200 | ||||||
Total lease liabilities | $ 86,750 | $ 54,100 | ||||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | ||||||
Operating lease liabilities | $ 12,800 | $ 6,100 | ||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities | ||||||
Operating lease liabilities, net of current portion | $ 73,900 | $ 48,000 | ||||||
Best Execution, Payment for Order Flow, and Source of Revenue Matters | Unfavorable Regulatory Action | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Fine, amount | 65,000 | |||||||
Penalty paid in cash | $ 65,000 | |||||||
Putative Securities Fraud Class Action Lawsuit | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of lawsuits | lawsuit | 6 | |||||||
Putative Class Actions | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of lawsuits | lawsuit | 50 | 15 | ||||||
Number of customers | tranche | 2 | |||||||
Individual Action | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of lawsuits | lawsuit | 1 | |||||||
March 2020 Outages | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of customers | plaintiff | 1,600 | |||||||
FINRA Multi-Matter Settlement | Unfavorable Regulatory Action | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Fine, amount | 57,000 | |||||||
Accrued fine | 57,000 | |||||||
FINRA Multi-Matter Settlement | Unfavorable Regulatory Action, Customer Restitution | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Fine, amount | 12,600 | |||||||
Customer restitution payment | 8,100 | |||||||
Amount offered to be paid | 750 | |||||||
Remaining to be paid | 3,750 | |||||||
Customer restitution to be paid | $ 4,500 | |||||||
RHC Anti-Money Laundering, Cybersecurity and Other Issues | Unfavorable Regulatory Action | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Expected monetary penalty | $ 30,000 | |||||||
Early 2021 Trading Restrictions | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of lawsuits | lawsuit | 4 | |||||||
Consolidated Claims | Subsequent Event | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of lawsuits | lawsuit | 2 | |||||||
Minimum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Remaining lease term | 1 year | |||||||
Maximum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Remaining lease term | 10 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - SCHEDULE OF COMPONENTS OF LEASE EXPENSE, OTHER INFORMATION AND CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||||
Fixed operating lease costs | $ 5,011 | $ 2,693 | $ 8,790 | $ 5,063 | |
Variable operating lease costs | 1,374 | 704 | 2,452 | 1,427 | |
Short-term lease costs | 356 | 307 | 610 | 313 | |
Total lease costs | $ 6,741 | $ 3,704 | $ 11,852 | 6,803 | |
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | |||||
Weighted-average remaining lease term | 5 years 2 months 23 days | 5 years 2 months 23 days | 5 years 4 months 28 days | ||
Weighted-average discount rate | 6.21% | 6.21% | 7.02% | ||
Operating cash flows: | |||||
Payments for operating lease liabilities | $ 1,070 | 9,609 | |||
Supplemental cash flow data: | |||||
Lease liabilities arising from obtaining right-of-use assets | $ 31,693 | $ 14,902 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 8,975 | |
2022 | 25,150 | |
2023 | 22,841 | |
2024 | 18,291 | |
2025 | 17,239 | |
Thereafter | 22,270 | |
Total undiscounted lease payments | 114,766 | |
Less: imputed interest | (17,965) | |
Less: lease incentives | (10,051) | |
Total lease liabilities | $ 86,750 | $ 54,100 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Aug. 13, 2021USD ($) | Aug. 02, 2021USD ($)vote$ / sharesshares | Jun. 30, 2021USD ($)voteshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)voteshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares |
Subsequent Event [Line Items] | |||||||
Number of voting rights per share | vote | 1 | 1 | |||||
Common stock, shares outstanding (in shares) | 232,609,957 | 232,609,957 | 229,031,546 | ||||
Deferred offering costs | $ | $ 9,500 | $ 9,500 | $ 1,300 | ||||
Share-based compensation | $ | $ 1,138 | $ 1,365 | $ 10,134 | $ 3,777 | |||
Subsequent Event | Say | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price in cash | $ | $ 140,000 | ||||||
Subsequent Event | IPO | |||||||
Subsequent Event [Line Items] | |||||||
Deferred offering costs | $ | $ 13,400 | ||||||
Subsequent Event | IPO | RSUs | |||||||
Subsequent Event [Line Items] | |||||||
Share-based compensation | $ | $ 1,000,000 | ||||||
Subsequent Event | Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Number of voting rights per share | vote | 1 | ||||||
Subsequent Event | Common Class A | IPO | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued in IPO (in shares) | 55,000,000 | ||||||
Offering price in IPO (in dollars per share) | $ / shares | $ 38 | ||||||
Net proceeds from sale in IPO | $ | $ 1,900,000 | ||||||
Conversion of Stock, Shares Converted | 130,155,246 | ||||||
Conversion of convertible preferred stock (in shares) | 412,742,897 | ||||||
Convertible notes converted to common stock (in shares) | 137,305,156 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 26.60 | ||||||
Aggregate warrants exercisable (in shares) | 14,278,034 | ||||||
Subsequent Event | Common Class A | IPO - Shares from Company | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued in IPO (in shares) | 52,375,000 | ||||||
Subsequent Event | Common Class A | IPO - Shares from Existing Shareholders | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued in IPO (in shares) | 2,625,000 | ||||||
Subsequent Event | Common Class B | |||||||
Subsequent Event [Line Items] | |||||||
Number of voting rights per share | vote | 10 | ||||||
Subsequent Event | Common Class C | |||||||
Subsequent Event [Line Items] | |||||||
Number of voting rights per share | vote | 0 | ||||||
Common stock, shares outstanding (in shares) | 0 |