EX-99.1 2 d435412dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

WEBSTER THEATER WEBSTER CITY, IA Q2 2017 Shareholder Letter SQUARE.COM/INVESTORS


Highlights

 

  We continue to deliver top-line growth and margin expansion, which reflect our continued ability to attract larger sellers and increase product usage.

 

  We grew Square Capital loan volume 68% year over year and further diversified our investor base.

 

  Square Cash Card provides more ways for people to spend, and adoption is growing fast: In just the first month, we shipped as many units as we did in the first eight months of the original Square Reader.

 

  With 90 million customer profiles, our customer-centric Point of Sale enables powerful CRM tools for our sellers.

Second Quarter 2017 Key Results

 

GROSS PAYMENT VOLUME (GPV)   TOTAL NET REVENUE    NET INCOME (LOSS)

LOGO

 

LOGO

  

LOGO

GPV MIX BY SELLER SIZE   ADJUSTED REVENUE    ADJUSTED EBITDA

 

LOGO

 

LOGO

  

LOGO

A reconciliation of non-GAAP metrics used in this letter to their nearest GAAP equivalents is provided at the end of this letter.

Adjusted Revenue is defined as total net revenue less transaction-based revenue from Starbucks and transaction-based costs.

Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Adjusted Revenue.

 

2


To Our Shareholders:

 

In the second quarter, our top-line results reflect our continued ability to attract larger sellers and increase product usage through cross-selling. Total GPV grew 32% year over year, and GPV from larger sellers grew 45% year over year. Transaction-based revenue increased 32% year over year—the same rate as GPV, which is a result of our ability to maintain transaction revenue margin. Subscription and services-based revenue nearly doubled year over year. Strong top-line growth, lower risk loss rates, and ongoing operating expense leverage drove another quarter of significant EBITDA and margin improvement.

 

We grew Square Capital loan volume 68% year over year and further diversified our investor base.

 

In the second quarter, Square Capital facilitated over 49,000 business loans totaling $318 million, an increase of 68% year over year. We are further expanding access to financing by adding tools to the Square Capital product suite that help our sellers grow their businesses. In June, we launched a pilot of Square Installments, an integration with Square Invoices that allows a seller’s customers to finance large purchases over the course of several months. Typically, only larger businesses have the ability to offer purchase financing—Square Installments provides smaller businesses access to this growth tool as well.

 

We continue to focus on building a strong and diversified investor base for Square Capital. We added Canada Pension Plan Investment Board (CPPIB), a global investment manager with over CA$300 billion in assets under management and a focus on sustained, long-term returns, as a new loan purchaser. Additionally, several of our existing investors have entered into financing facilities provided by global banks to fund their ongoing purchases of Square Capital loans—a demonstration of confidence in our program.

 

Square Capital remains a trusted partner to small businesses: In a recent survey we conducted, 84% of respondents said that Square Capital helped them grow their business. Additionally, we see that sellers who accept Square Capital often use other services in our ecosystem. For

  

AUGUST 2, 2017

 

 

SQUARE CAPITAL VOLUME

 

LOGO

 

HOW OUR SELLERS USE SQUARE CAPITAL

 

Based on a January 2017 survey of 7,000 sellers who accepted a loan through Square Capital.

 

LOGO

 

ON THE COVER:

 

Webster Theater is a recently restored movie theater that is helping revitalize the town of Webster City, Iowa.

For Every Dream

Purchasing equipment and opening new store
Purchasing inventory
Funding day-to-day G&A and marketing expenses
Other

 

3


example, Lucia Rollow is the owner of Bushwick Community Darkroom in Brooklyn, New York. She began creating photography and art and renting her basement to other photographers who needed a darkroom, using Square to manage payments. The bookings increased quickly: Lucia has moved her darkroom twice to accommodate the growth, and Square Capital helped her expand the space by 50%. Today, Bushwick Community Darkroom is in a 3,000-square-foot warehouse that not only rents darkroom space but also develops film and prints for other photographers, and offers beginner photography classes to the public. Lucia recently hired her first full-time staff member and now uses Square Payroll.

 

Square Cash Card provides more ways for people to spend, and adoption is growing fast: In just the first month, we shipped as many units as we did in the first eight months of the original Square Reader.

 

Individuals can sign up for Square Cash in minutes and use the app to store money, send and track P2P (peer-to-peer) payments, and deposit money to their bank account. Businesses can use Square Cash to accept payments from their customers (Square Cash for Business). Square Cash has maintained strong organic growth, ranking regularly in the top five finance apps in both Google Play and the iOS App Store in the second quarter. Importantly, in the second quarter, Square Cash has also consistently ranked in the top 100 free apps in the iOS App Store, underscoring its broad-based utility.

 

We have extended Square Cash beyond P2P payments by adding new services that provide individuals with more options to spend their cash balance. Since the rollout of our virtual Cash Card in September 2016, people are using it for everyday purchases, such as Netflix, Spotify, Amazon, and Lyft. We introduced a physical Cash Card in June that allows people to spend their balance anywhere in the U.S. that Visa is accepted.

 

During the second quarter, more than a third of active Square Cash customers conducted a fee-based transaction, which includes Cash Card, credit card, Instant Deposit, and Square Cash for Business. In the same way that we’ve empowered businesses with fast, simple, and cohesive tools, we see an opportunity with Square Cash to build a similar ecosystem of services for individuals.

  

  SELLER HIGHLIGHT                                                 

 

LOGO

 

“ Getting a loan through Square Capital was the simplest, best thing in the world. They were very transparent: It was this much money, at this rate, and an easy way to pay it back. I already trusted Square from the other services I used, and that relationship made it easy for me to trust the loan offer.”

 

LUCIA ROLLOW

Bushwick Community Darkroom

 

 

LOGO

 

Cash Card

 

 

4


With 90 million customer profiles, our customer-centric Point of Sale enables powerful CRM tools for our sellers.

 

The unique integration of our software and payment processing allows us to capture rich commerce data for our sellers. From the moment a seller joins Square, our Point of Sale automatically creates or updates customer records in the seller’s Customer Directory for every interaction between the seller and the customer. These interactions include payment transactions, feedback, loyalty stars, coupon redemptions, and appointment bookings. As a result, Square has 90 million unique customer profiles with an associated email address or phone number. We leverage this deep understanding of the customer to build CRM tools that enable sellers to immediately respond to feedback from customers, and run marketing, loyalty, and gifting programs that are easy to use, measurable, and effective.

 

Sellers can use Square to build their own marketing campaigns, or run Square’s automated campaigns, to reach a targeted subset of their customers with relevant offers and announcements. Our loyalty programs are tracked and managed by Square Point of Sale, and we can recommend programs optimized for the seller’s particular business. For example, a hair salon has a higher transaction size but lower visit frequency than an ice cream shop, so each should have different characteristics for a loyalty program. Importantly, our technology creates and runs these programs, tying the result to individual customers and their transactions—thus “closing the loop” and allowing sellers to easily and accurately measure effectiveness. On average, Square Marketing programs generate more than $10 in sales by our sellers for every $1 in spend, and Square Loyalty programs result in a 70% increase in buyer visit frequency.

 

Keva Juice is a Square seller that makes smoothie and juice blends and uses Square’s CRM tools in 22 retail locations across the U.S. For Keva, it all starts with the customer: The business uses Square’s digital receipts to communicate with customers, allowing Keva to immediately address feedback and “make every customer visit an opportunity to shine.” Keva uses Square Point of Sale to manage digital loyalty cards for its 35,000 enrolled customers, helping it avoid the kinds of fraud associated with physical punch cards. Keva switched to Square Gift Cards for the

  

 

LOGO

 

Square Point of Sale manages digital loyalty rewards and integrates with seller customer and sales data. This enables sellers to track key metrics and the impact to their business.

 

LOGO

 

Square Point of Sale also manages the loyalty program for the customer, and loyalty rewards motivate customers to come back again and again.

 

5


integration with Square Point of Sale, saving the time and labor required to manually track and reconcile its previous gift cards on its old system. Keva also uses Square’s automated marketing campaigns to regularly send birthday promotions, encourage reviews, and offer special discounts to its customers. These campaigns have driven significant growth for Keva and fuel a virtuous cycle of growth between Keva and Square.

 

Financial Discussion

 

Gross Payment Volume (GPV)

 

We processed $16.4 billion of GPV in the second quarter of 2017, up 32% year over year. This is comparable to 33% year-over-year growth in the first quarter of 2017. GPV from larger sellers, which we define as all sellers that generate more than $125,000 in annualized GPV, grew 45% year over year and accounted for 46% of total GPV, up from 42% in the second quarter of 2016. Of note, midmarket sellers, which we define as larger sellers that generate more than $500,000 in annualized GPV, grew 61% year over year, accounting for 19% of GPV, a sizable increase from 14% in the second quarter of 2016.

 

Revenue

 

Total net revenue was $552 million in the second quarter of 2017, up 26% year over year. This compares to 22% year-over-year growth in the first quarter of 2017. We did not generate any revenue from Starbucks in the quarter, as it transitioned off our infrastructure during the fourth quarter of 2016. Excluding Starbucks revenue, total net revenue grew 36% year over year.

 

Adjusted Revenue was $240 million, up 41% year over year. This compares to 39% year-over-year growth in the first quarter of 2017.

 

Transaction-based revenue was $482 million in the second quarter of 2017, up 32% year over year. Transaction-based revenue as a percentage of GPV was 2.94%, up from 2.93% in the prior year period. Transaction-based profit as a percentage of GPV was 1.04% in the second quarter of 2017, flat from the prior year period. Transaction-based revenue and

  

  SELLER HIGHLIGHT                                                 

 

“ Keva Juice will grow by more than 30% this year. Part of this success comes from our ability to engage customers and ensure that operational costs remain low. Square is the only platform we have seen that completes the entire package. As a small business, we’ve been able to access technology that’s typically only available to big businesses.”

 

GARY THOMAS

Keva Juice

 

TOTAL NET REVENUE

 

LOGO

 

ADJUSTED REVENUE

 

LOGO

 

Adjusted Revenue is defined as total net revenue less transaction-based revenue from Starbucks and transaction-based costs.

 

6


transaction-based profit as percentages of GPV benefited from strong growth in Invoices, Virtual Terminal, and e-commerce API payments, which all have higher rates than our card-present transactions.

 

Subscription and services-based revenue was $59 million in the second quarter of 2017, up 99% year over year. The increase was driven primarily by continued growth of Instant Deposit, Caviar, and Square Capital. Instant Deposit benefited from increased usage by our sellers as well as individuals using the Square Cash app. Caviar grew order volume as a result of more diners using the platform and more restaurants offering both delivery and pickup. Square Capital facilitated 49,000 business loans totaling $318 million, up 68% year over year.

 

Hardware revenue was $10 million in the second quarter of 2017, down 7% year over year and up 14% on a sequential basis. The year-over-year decline was driven by higher-than-normal sales in the first half of 2016 associated with pre-orders for our contactless and chip reader. We recently sold our one millionth contactless and chip reader.

 

Operating Expenses/Earnings

 

Operating expenses were $220 million in the second quarter of 2017, up 25% year over year. Non-GAAP operating expenses of $173 million were up 28% year over year, representing 72% of Adjusted Revenue.

 

•    Product development expenses were $78 million on a GAAP basis and $50 million on a non-GAAP basis, up 14% and 20%, respectively, year over year. Similar to previous quarters, the increase was driven by personnel costs related to engineering, product, and design.

•    Sales and marketing expenses were $60 million on a GAAP basis and $55 million on a non-GAAP basis, up 53% and 55%, respectively, year over year. The increase was driven primarily by costs related to increased marketing spend, growth in our sales and go-to-market teams, and costs related to the growth of Square Cash and international expansion.

•    General and administrative expenses were $63 million on a GAAP basis and $49 million on a non-GAAP basis, up 24% and 23%, respectively, year over year. The increase was due primarily to increased personnel

  

AS A PERCENTAGE OF GPV:

 

LOGO

 

In the second quarter of 2016, we provided sellers with promotional processing credits for pre-orders of our contactless and chip reader. Excluding these credits, transaction-based revenue as a percentage of GPV would have been 2.94% in the second quarter of 2016; transaction-based profit would have been 1.05%.

 

 

7


     costs in legal, finance, business systems, and business operations for Square Capital.

•    Transaction, loan, and advance losses were $18 million. Transaction losses as a percentage of GPV continued to trend below our 0.1% historical average.

 

Net loss was $16 million in the second quarter of 2017, compared to a net loss of $27 million in the second quarter of 2016. Net loss per share, basic and diluted, was $0.04, compared to a net loss per share of $0.08 in the second quarter of 2016. We had 376 million weighted-average basic shares in the second quarter of 2017.

 

Adjusted EBITDA was $36.5 million in the second quarter of 2017, compared to $12.6 million in the second quarter of 2016, an improvement of $23.9 million year over year. Second-quarter Adjusted EBITDA margin of 15% is an improvement of 8 percentage points year over year. Our Adjusted EBITDA improvement reflects strong top-line growth, lower risk loss rates, and ongoing operating expense leverage.

 

Adjusted Net Income Per Share (Adjusted EPS) was $0.07 based on 418 million weighted-average diluted shares for the second quarter of 2017. This represents an improvement of $0.05 from the second quarter of 2016.

 

Balance Sheet/Cash Flow

 

We ended the second quarter of 2017 with $1.1 billion in cash, cash equivalents, restricted cash, and investments in marketable securities, up from $990 million at the end of the first quarter of 2017. Positive Adjusted EBITDA and proceeds from employee stock option exercises contributed to the increase in the balance at the end of the quarter.

  

NET INCOME (LOSS)

 

LOGO

 

ADJUSTED EBITDA

 

LOGO

 

A reconciliation of non-GAAP metrics used in this letter to their nearest GAAP equivalents is provided at the end of this letter. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Adjusted Revenue.

 

Adjusted EPS is computed by dividing net loss, excluding transaction-based revenue and transaction-based costs related to Starbucks, share-based compensation expense, amortization of intangible assets, amortization of debt discount and issuance costs, loss on sale of property and equipment, and certain litigation settlement expenses, by the weighted-average number of shares of common stock during the period, including the dilutive effect of all potential shares.

 

8


Guidance

Given our strong results for the second quarter, we are increasing our guidance for the full year.

 

     Q3

 

     Current 2017

 

     Previous 2017

 

Total net revenue

     $562M to $568M        $2.14B to $2.16B      $2.12B to $2.16B

Adjusted Revenue

     $238M to $241M        $925M to $935M      $890M to $910M

Adj. Revenue YoY growth (midpoint)

    

 

35%

 

 

 

    

 

35%

 

 

 

   31%

 

 

    

 

 

    

 

Adjusted EBITDA

     $27M to $30M        $120M to $128M       $110M to $120M

Adj. EBITDA margin (midpoint)

    

 

12%

 

 

 

    

 

13%

 

 

 

   13%

 

 

    

 

 

    

 

Net income (loss) per share

     $(0.07) to $(0.06)        $(0.21) to $(0.19)      $(0.24) to $(0.20) 

Adjusted EPS (diluted)

     $0.04 to $0.05        $0.21 to $0.23      $0.16 to $0.20

We have not reconciled Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS guidance to their GAAP equivalents as a result of the uncertainty regarding, and the potential variability of, reconciling items such as share-based compensation expense and weighted-average fully diluted shares outstanding. Accordingly, a reconciliation of these non-GAAP guidance metrics to their corresponding GAAP equivalents is not available without unreasonable effort. However, we have provided a reconciliation of GAAP to non-GAAP metrics in tables at the end of this letter. It is important to note that the actual amount of such reconciling items would have a significant impact if they were included in our Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS.

 

9


Earnings Webcast

 

Square (NYSE:SQ) will host a conference call and earnings webcast at 2:00 p.m. Pacific time/5:00 p.m. Eastern time today, August 2, 2017, to discuss these financial results. The domestic dial-in for the call is (866) 548-4713. The Conference ID is 1868989. To listen to a live audio webcast, please visit Square’s Investor Relations website at square.com/investors. A replay will be available on the same website following the call.

 

We will release financial results for the third quarter of 2017 on November

8, 2017, after the market closes, and will also host a conference call and earnings webcast at 2:00 p.m. Pacific time/5:00 p.m. Eastern time on the same day to discuss those financial results.

  

MEDIA CONTACT

press@squareup.com

 

INVESTOR RELATIONS CONTACT

ir@squareup.com

 

LOGO    LOGO
Jack Dorsey    Sarah Friar
CEO    CFO

 

10


LOGO   

“Since joining Square, we’ve noticed a significant increase in customer adoption of Apple Pay. It has improved line efficiency, and we love the enhanced level of security for both us and our customers.

 

“Square has been a win for us: it’s reliable, we get our money in 24 hours, and our overall revenue has gone up. Everything just works.”

 

Jeremiah Gard

Director of Finance &

Business Development

Red River Zoo

Mike Ahumada
General Curator


SAFE HARBOR STATEMENT

This letter contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding the future performance of Square, Inc. and its consolidated subsidiaries (the Company); the Company’s expected financial results for future periods; future growth in the Company’s businesses; the cessation of transaction-based revenue from Starbucks; the Company’s expectations regarding scale, profitability, and the demand for or benefits from its products, product features, and services in the U.S. and in international markets; and management’s statements related to business strategy, plans, and objectives for future operations. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such statements are subject to a number of risks, uncertainties, and assumptions, and investors are cautioned not to place undue reliance on these statements. Actual results could differ materially from those expressed or implied, and reported results should not be considered as an indication of future performance.

Risks that contribute to the uncertain nature of the forward-looking statements include, among others, the Company’s ability to deal with the substantial and increasingly intense competition in its industry; changes to the rules and practices of payment card networks and acquiring processors; the effect of evolving regulations and oversight related to the Company’s provision of payments services and other financial services; the effect of management changes and business initiatives; and changes in political, business, and economic conditions; as well as other risks listed or described from time to time in the Company’s filings with the Securities and Exchange Commission (the SEC), including the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, which is on file with the SEC and available on the investor relations page of the Company’s website. Except as required by law, the Company assumes no obligation to update any of the statements in this letter.

KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (GAAP), we consider certain operating and financial measures that are not prepared in accordance with GAAP, including Gross Payment Volume, Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income (Loss), and Adjusted EPS. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business and to facilitate comparisons of our performance to that of other payments solution providers. Each of these metrics and measures excludes the effect of our processing agreement with Starbucks, which transitioned to another payments solution provider in the fourth quarter of 2016. As a result, we believe it is useful to exclude Starbucks activity to clearly show the impact Starbucks has had on our financial results historically. Our agreements with other sellers generally provide both those sellers and us the unilateral right to terminate such agreements at any time, without fine or penalty. Furthermore, we generally do not enter into long-term contractual agreements with sellers.

We define Gross Payment Volume (GPV) as the total dollar amount of all card payments processed by sellers using Square, net of refunds. Additionally, GPV includes Square Cash activity related to peer-to-peer payments sent from a credit card, and Square Cash for Business. GPV excludes card payments processed for Starbucks.

Adjusted Revenue is a non-GAAP financial measure that we define as our total net revenue less transaction-based costs, adjusted to eliminate the effect of activity with Starbucks. As described above, Starbucks completed its previously announced transition to another payments solutions provider and has ceased using our payments solutions altogether, and we believe that providing Adjusted Revenue metrics that exclude the impact of our agreement with Starbucks is useful to investors. We believe it is useful to exclude transaction-based costs from Adjusted Revenue as this is a primary metric used by management to measure our business performance, and it affords greater comparability to other payments solution providers. Adjusted Revenue has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted EPS are non-GAAP financial measures that represent our net loss and net loss per share, adjusted to eliminate the effect of Starbucks transaction-based revenue, Starbucks transaction-based costs, share-based compensation expenses, amortization of intangible assets, amortization of debt discount and issuance costs in connection with our offering of convertible senior notes in the first quarter of 2017, the litigation settlement with Robert E. Morley, the gain or loss on the sale of property and equipment, and impairment of intangible assets. In addition to the items above, Adjusted EBITDA as a non-GAAP financial measure also excludes depreciation, other cash interest income and expense, other income and expense, and provision or benefit from income taxes. Basic Adjusted Net Income (Loss) Per Share is computed by dividing the Adjusted Net Income (Loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted Adjusted Net Income Per Share is computed by dividing Adjusted Net Income by the weighted-average number of shares of common stock outstanding, adjusted for the dilutive effect of all potential shares. In periods when we recorded an Adjusted Net Loss, the Diluted Adjusted Net Loss Per Share is the same as Basic Adjusted Net Loss Per Share because the effects of potentially dilutive items were anti-dilutive given the Adjusted Net Loss position.

We have included Adjusted EBITDA and Adjusted EPS because they are key measures used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe that Adjusted EBITDA and Adjusted EPS provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, they provide useful measures for period-to-period comparisons

 

12


of our business, as they remove the effect of certain non-cash items and certain variable charges. Adjusted EBITDA and Adjusted EPS have limitations as financial measures, should be considered as supplemental in nature, and are not meant as substitutes for the related financial information prepared in accordance with GAAP.

These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

 

13


Condensed Consolidated Statements of Operations    UNAUDITED
   In thousands, except per share data

 

     THREE MONTHS ENDED      SIX MONTHS ENDED  
     Jun 30, 2017      Jun 30, 2016      Jun 30, 2017      Jun 30, 2016  

Revenue:

           

Transaction-based revenue

   $ 482,065      $ 364,864      $  885,543      $ 665,317  

Starbucks transaction-based revenue

            32,867               71,705  

Subscription and services-based revenue

     59,151        29,717        108,211        53,513  

Hardware revenue

     10,289        11,085        19,305        27,267  

 

    

 

 

    

 

 

    

 

 

 

Total net revenue

     551,505        438,533        1,013,059        817,802  

 

    

 

 

    

 

 

    

 

 

 

Cost of revenue:

           

Transaction-based costs

     311,092        234,857        568,870        429,133  

Starbucks transaction-based costs

            28,672               65,282  

Subscription and services-based costs

     17,116        10,144        32,992        19,177  

Hardware costs

     14,173        14,015        26,835        40,755  

Amortization of acquired technology

     1,695        1,886        3,502        4,256  

 

    

 

 

    

 

 

    

 

 

 

Total cost of revenue

     344,076        289,574        632,199        558,603  

 

    

 

 

    

 

 

    

 

 

 

Gross profit

     207,429        148,959        380,860        259,199  

 

    

 

 

    

 

 

    

 

 

 

Operating expenses:

           

Product development

     78,126        68,638        146,708        133,230  

Sales and marketing

     59,916        39,220        109,816        77,716  

General and administrative

     62,988        50,784        119,923        146,891  

Transaction, loan and advance losses

     18,401        17,455        30,292        25,316  

Amortization of acquired customer assets

     222        222        427        539  

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     219,653        176,319        407,166        383,692  

 

    

 

 

    

 

 

    

 

 

 

Operating loss

     (12,224)        (27,360)        (26,306)        (124,493)  

 

    

 

 

    

 

 

    

 

 

 

Interest and other (income) expense, net

     3,266        (327)        3,765        (1,044)  

 

    

 

 

    

 

 

    

 

 

 

Loss before income tax

     (15,490)        (27,033)        (30,071)        (123,449)  

 

    

 

 

    

 

 

    

 

 

 

Provision for income taxes

     472        312        981        651  

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (15,962)      $ (27,345)      $ (31,052)      $ (124,100)  

 

    

 

 

    

 

 

    

 

 

 

Net loss per share:

           

Basic

   $ (0.04)      $ (0.08)      $ (0.08)      $ (0.37)  

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ (0.04)      $ (0.08)      $ (0.08)      $ (0.37)  

 

    

 

 

    

 

 

    

 

 

 

Weighted-average shares used to compute net loss per share:

           

Basic

     376,357        334,488        371,573        332,906  

 

    

 

 

    

 

 

    

 

 

 

Diluted

     376,357        334,488        371,573        332,906  

 

    

 

 

    

 

 

    

 

 

 

 

14


Condensed Consolidated Balance Sheets    UNAUDITED
   In thousands, except share and per share data

 

Assets        Jun 30, 2017     Dec 31, 2016  
Current assets:       

Cash and cash equivalents

     $ 716,989     $ 452,030  

Short-term investments

       203,287       59,901  

Restricted cash

       22,147       22,131  

Settlements receivable

       309,021       321,102  

Customer funds

       73,596       43,574  

Loans held for sale

       50,079       42,144  

Other current assets

       62,798       60,543  

 

   

 

 

 
Total current assets        1,437,917       1,001,425  

 

   

 

 

 
Property and equipment, net        87,442       88,328  
Goodwill        57,961       57,173  
Acquired intangible assets, net        16,452       19,292  
Long-term investments        124,099       27,366  
Restricted cash        14,565       14,584  
Other assets        3,278       3,194  

 

   

 

 

 
Total assets      $ 1,741,714     $ 1,211,362  

 

   

 

 

 
Liabilities and Stockholders’ Equity       
Current liabilities:       

Accounts payable

     $ 11,375     $ 12,602  

Customers payable

       465,926       431,632  

Settlements payable

       41,834       51,151  

Accrued transaction losses

       22,455       20,064  

Accrued expenses

       56,699       39,543  

Other current liabilities

       26,639       22,472  

 

   

 

 

 
Total current liabilities        624,928       577,464  

 

   

 

 

 
Long-term debt        349,960        

 

   

 

 

 
Other liabilities        63,082       57,745  

 

   

 

 

 
Total liabilities        1,037,970       635,209  
Stockholders’ equity:       

Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at June 30, 2017, and December 31, 2016. None issued and outstanding at June 30, 2017, and December 31, 2016.

              

Class A common stock, $0.0000001 par value: 1,000,000,000 shares authorized at June 30, 2017, and December 31, 2016; 250,974,736 and 198,746,620 issued and outstanding at June 30, 2017, and December 31, 2016, respectively.

              

Class B common stock, $0.0000001 par value: 500,000,000 shares authorized at June 30, 2017, and December 31, 2016; 131,645,329 and 165,800,756 issued and outstanding at June 30, 2017, and December 31, 2016, respectively.

              

Additional paid-in capital

       1,515,237       1,357,381  

Accumulated deficit

       (810,974     (779,239

Accumulated other comprehensive loss

       (519     (1,989

 

   

 

 

 
Total stockholders’ equity        703,744       576,153  

 

   

 

 

 
Total liabilities and stockholders’ equity      $ 1,741,714     $ 1,211,362  

 

   

 

 

 

 

15


Condensed Consolidated Statements of Cash Flows           UNAUDITED  
               

In thousands

 

 
      SIX MONTHS ENDED  
Cash Flows from Operating Activities         Jun 30, 2017     Jun 30, 2016  
Net loss     $          (31,052)     $          (124,100)  
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      

Depreciation and amortization

      18,562       18,136  

Non-cash interest and other expense

      5,680       131  

Share-based compensation

      71,263       68,120  

Transaction, loan and advance losses

      30,292       25,316  

Deferred provision for income taxes

      99       63  

Changes in operating assets and liabilities:

     

Settlements receivable

      8,934       (64,186)  

Customer funds

      (30,022)       3,233  

Purchase of loans held for sale

      (570,819)       (212,727)  

Sales and principal payments of loans held for sale

      560,209       183,748  

Other current assets

      (2,201)       7,985  

Other assets

      (110)       (377)  

Accounts payable

      143       2,538  

Customers payable

      34,149       84,826  

Settlements payable

      (9,317)       (10,579)  

Charge-offs to accrued transaction losses

      (22,243)       (24,475)  

Accrued expenses

      17,000       (13,784)  

Other current liabilities

      4,327       24,025  

Other noncurrent liabilities

 

    5,696       (431)  

 

   

 

 

 

Net cash provided by (used in) operating activities

      90,590       (32,538)  

 

   

 

 

 
Cash Flows from Investing Activities      

Purchase of marketable securities

      (314,055)       (102,245)  

Proceeds from maturities of marketable securities

      52,064       16,768  

Proceeds from sale of marketable securities

      21,730       4,964  

Purchase of property and equipment

      (13,883)       (15,840)  

Payment for acquisition of intangible assets

            (400)  

Business acquisitions

      (1,600)        

 

   

 

 

 

Net cash used in investing activities:

      (255,744)       (96,753)  

 

   

 

 

 

 

16


Condensed Consolidated Statements of Cash Flows (continued)   

UNAUDITED

In thousands

 

         SIX MONTHS ENDED  
Cash Flows from Financing Activities        Jun 30, 2017     Jun 30, 2016  

Proceeds from issuance of convertible senior notes, net

       428,250        

Purchase of convertible senior note hedges

       (92,136)        

Proceeds from issuance of warrants

       57,244        

Payment for termination of Starbucks warrant

       (54,808)        

Principal payments on capital lease obligation

       (634)        

Payments of offering costs related to initial public offering

             (5,530)  

Proceeds from the exercise of stock options and purchases under the employee stock purchase plan, net

       89,863       15,496  

 

   

 

 

 

Net cash provided by financing activities

       427,779       9,966  

 

   

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

       2,331       2,672  

 

   

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

       264,956       (116,653)  
Cash, cash equivalents and restricted cash, beginning of period        488,745       489,552  

 

   

 

 

 
Cash, cash equivalents and restricted cash, end of period      $ 753,701     $ 372,899  

 

   

 

 

 

 

17


Key Operating Metrics and Non-GAAP Financial Measures    UNAUDITED
   In thousands, except GPV and per share data

 

     THREE MONTHS ENDED      SIX MONTHS ENDED  
       Jun 30, 2017          Jun 30, 2016          Jun 30, 2017          Jun 30, 2016    
Gross Payment Volume (GPV) (in millions)    $ 16,421      $ 12,451      $ 30,068      $ 22,741  
Adjusted Revenue    $ 240,413      $ 170,809      $ 444,189      $ 316,964  
Adjusted EBITDA    $ 36,496      $ 12,554      $ 63,521      $ 3,471  
Adjusted Net Income (Loss) Per Share:            
Basic    $ 0.08      $ 0.02      $ 0.13      $ (0.03)  
Diluted    $ 0.07      $ 0.02      $ 0.12      $ (0.03)  

 

Adjusted Revenue Reconciliation

              UNAUDITED  
                          In thousands  
     THREE MONTHS ENDED      SIX MONTHS ENDED  
     Jun 30, 2017      Jun 30, 2016      Jun 30, 2017      Jun 30, 2016  
Total net revenue    $ 551,505      $ 438,533      $ 1,013,059      $ 817,802  
Less: Starbucks transaction-based revenue             32,867               71,705  
Less: transaction-based costs      311,092        234,857        568,870        429,133  

 

    

 

 

    

 

 

    

 

 

 

Adjusted Revenue

   $ 240,413      $ 170,809      $ 444,189      $ 316,964  

 

    

 

 

    

 

 

    

 

 

 

 

Adjusted EBITDA Reconciliation

              UNAUDITED  
              In thousands  
    

 

THREE MONTHS ENDED

    

 

SIX MONTHS ENDED

 
     Jun 30, 2017      Jun 30, 2016      Jun 30, 2017      Jun 30, 2016  
Net loss    $ (15,962)      $ (27,345)      $ (31,052)      $ (124,100)  
Starbucks transaction-based revenue             (32,867)               (71,705)  
Starbucks transaction-based costs             28,672               65,282  
Share-based compensation expense      39,593        36,922        71,263        68,120  
Depreciation and amortization      9,125        9,018        18,562        18,136  
Litigation settlement expense             (2,000)               48,000  
Interest and other (income) expense, net      3,266        (327)        3,765        (1,044)  
Provision for income taxes      472        312        981        651  
Loss on sale of property and equipment      2        169        2        131  

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 36,496      $ 12,554      $ 63,521      $ 3,471  

 

    

 

 

    

 

 

    

 

 

 

 

18


Adjusted Net Income (Loss) Reconciliation   UNAUDITED
  In thousands, except per share data

 

    THREE MONTHS ENDED     SIX MONTHS ENDED  
    Jun 30, 2017     Jun 30, 2016     Jun 30, 2017     Jun 30, 2016  
                         
Net loss   $ (15,962)     $ (27,345)     $ (31,052)     $ (124,100)  
Starbucks transaction-based revenue           (32,867)             (71,705)  
Starbucks transaction-based costs           28,672             65,282  
Share-based compensation expense     39,593       36,922       71,263       68,120  
Amortization of intangible assets     1,943       2,134       4,064       4,847  
Litigation settlement expense           (2,000)             48,000  
Amortization of debt discount and issuance costs     4,221             5,611        
Loss on sale of property and equipment     2       169       2       131  

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income (Loss)

  $ 29,797     $ 5,685     $ 49,888     $ (9,425)  

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income (Loss) Per Share:

       

 

Basic

  $ 0.08     $ 0.02     $ 0.13     $ (0.03)  

Diluted

  $ 0.07     $ 0.02     $ 0.12     $ (0.03)  

 

Weighted-average shares used to compute Adjusted Net Income (Loss)

       

Per Share:

       

 

Basic

    376,357       334,488       371,573       332,906  

Diluted

    418,468       365,731       411,420       332,906  

 

Adjusted Revenue Guidance Reconciliation   UNAUDITED
  In thousands

 

        THREE MONTHS ENDED         YEAR ENDED  
    Sep 30, 2017     Dec 31, 2017  
   
Total net revenue   $ 562,000 - 568,000     $           2,140,000 - 2,160,000  
Less: Transaction-based costs     324,000 - 327,000       1,215,000 - 1,225,000  

 

   

 

 

 

Adjusted Revenue

  $ 238,000 - 241,000     $ 925,000 - 935,000  

 

   

 

 

 

 

19


Non-GAAP Operating Expenses           UNAUDITED  
         

 

In thousands

 

 

 

    THREE MONTHS ENDED     SIX MONTHS ENDED  
    Jun 30, 2017     Jun 30, 2016     Jun 30, 2017     Jun 30, 2016  
Operating expenses   $ (219,653)     $ (176,319)     $ (407,166)     $ (383,692)  
Share-based compensation     39,575       36,922       71,245       68,120  
Depreciation and amortization     7,400       6,573       14,931       12,762  
Litigation settlement expense           (2,000)             48,000  
Loss (gain) on sale of fixed assets     2       169       2       131  

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating expenses

  $          (172,676)     $          (134,655)     $          (320,988)     $ (254,679)  

 

   

 

 

   

 

 

   

 

 

 
Product development   $ (78,126)     $ (68,638)     $ (146,708)     $ (133,230)  
Share-based compensation     25,136       24,168       44,492       46,115  
Depreciation and amortization     3,436       3,128       7,148       6,269  

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP product development

  $ (49,554)     $ (41,173)     $ (95,068)     $ (80,677)  

 

   

 

 

   

 

 

   

 

 

 
Sales and marketing   $ (59,916)     $ (39,220)     $ (109,816)     $ (77,716)  
Share-based compensation     4,355       3,363       8,290       6,266  
Depreciation and amortization     98       6       175       8  
Loss (gain) on sale of fixed assets     2             60       18  

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP sales and marketing

  $ (55,461)     $ (35,851)     $ (101,291)     $ (71,424)  

 

   

 

 

   

 

 

   

 

 

 
General and administrative   $ (62,988)     $ (50,784)     $ (119,923)     $ (146,891)  
Share-based compensation     10,084       9,391       18,463       15,739  
Depreciation and amortization     3,866       3,439       7,608       6,485  
Litigation settlement expense           (2,000)             48,000  
Loss (gain) on sale of fixed assets                 (58)       (56)  

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP general and administrative

  $ (49,038)     $ (39,954)     $ (93,910)     $ (76,723)  

 

   

 

 

   

 

 

   

 

 

 
Depreciation and Amortization by Function           UNAUDITED  
         

 

In thousands

 

 

 

    THREE MONTHS ENDED     SIX MONTHS ENDED  
    Jun 30, 2017     Jun 30, 2016     Jun 30, 2017     Jun 30, 2016  
Cost of revenue   $ 1,725     $ 2,445     $ 3,631     $ 5,374  
Product development     3,436       3,128       7,148       6,269  
Sales and marketing     98       6       175       8  
General and administrative     3,866       3,439       7,608       6,485  

 

   

 

 

   

 

 

   

 

 

 

Total depreciation and amortization

  $ 9,125     $ 9,018     $ 18,562     $ 18,136  

 

   

 

 

   

 

 

   

 

 

 

 

20