资源描述
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _ FORM 10-Q _ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to _ Commission File Number: 001-37622 _ Square, Inc. (Exact name of registrant as specified in its charter) _ Delaware 80-0429876 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 1455 Market Street, Suite 600 San Francisco, CA 94103 (Address of principal executive offices, including zip code) (415) 375-3176 (Registrants telephone number, including area code) _ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer oNon-accelerated filer oSmaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo As of April 26, 2019 , the number of shares of the registrants Class A common stock outstanding was 336,267,871 and the number of shares of the registrants Class B common stock outstanding was 86,698,955 .TABLE OF CONTENTSPage No. PART IFinancial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets (unaudited) 4 Condensed Consolidated Statements of Operations (unaudited) 5 Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) 6 Condensed Consolidated Statements of Cash Flows (unaudited) 7 Condensed Consolidated Statements of Stockholders Equity (unaudited) 8 Notes to the Condensed Consolidated Financial Statements (unaudited) 9 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 33 Item 3. Quantitative and Qualitative Disclosures About Market Risk 45 Item 4. Controls and Procedures 45 PART IIOther Information Item 1. Legal Proceedings 47 Item 1A. Risk Factors 47 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 71 Item 3. Defaults Upon Senior Securities 71 Item 4. Mine Safety Disclosures 71 Item 5. Other Information 71 Item 6. Exhibits 72 Signatures 73SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words 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. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our future financial performance, our anticipated growth and growth strategies and our ability to effectively manage that growth, our ability to invest in and develop our products and services to operate with changing technology, the expected benefits of our products to our customers and the impact of our products on our business; our anticipated expansion and growth in Gross Payment Volume (GPV) and revenue, including our expectations regarding larger sellers, our plans for international expansion, the expected impact of our recent acquisitions, our plans with respect to patents and other intellectual property, our expectations regarding litigation and positions we have taken with respect to our tax classification, our expectations regarding share-based compensation, our expectations regarding the impacts of accounting guidance, our expectations regarding restricted cash, and the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements. We have based the forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. All forward-looking statements are based on information and estimates available to the Company at the time of this Quarterly Report on Form 10-Q and are not guarantees of future performance. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.Part IFinancial Information Item 1. Financial Statements SQUARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share data)March 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 521,676 $ 583,173 Short-term investments 566,539 540,991 Restricted cash 33,220 33,838 Settlements receivable 1,391,078 364,946 Customer funds 445,417 334,017 Loans held for sale 123,471 89,974 Other current assets 185,121 164,966 Total current assets 3,266,522 2,111,905 Property and equipment, net 133,706 142,402 Goodwill 267,012 261,705 Acquired intangible assets, net 79,697 77,102 Long-term investments 481,063 464,680 Restricted cash 14,433 15,836 Built-to-suit lease asset 149,000 Operating lease right-of-use assets 111,956 Other non-current assets 48,202 58,393 Total assets $ 4,402,591 $ 3,281,023 Liabilities and Stockholders Equity Current liabilities: Customers payable $ 1,661,894 $ 749,215 Settlements payable 266,121 54,137 Accrued transaction losses 36,047 33,682 Accrued expenses 87,812 82,354 Operating lease liabilities, current 23,041 Other current liabilities 108,644 99,153 Total current liabilities 2,183,559 1,018,541 Long-term debt, net of current portion (Note 12) 909,302 899,695 Built-to-suit lease liability 149,000 Operating lease liabilities, non-current 112,556 Other non-current liabilities 75,585 93,286 Total liabilities 3,281,002 2,160,522 Commitments and contingencies (Note 17) Stockholders equity: Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at March 31, 2019 and December 31, 2018. None issued and outstanding at March 31, 2019 and December 31, 2018. Class A common stock, $0.0000001 par value: 1,000,000,000 shares authorized at March 31, 2019 and December 31, 2018; 334,650,231 and 323,546,864 issued and outstanding at March 31, 2019 and December 31, 2018, respectively. Class B common stock, $0.0000001 par value: 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 86,973,715 and 93,501,142 issued and outstanding at March 31, 2019 and December 31, 2018, respectively. Additional paid-in capital 2,048,938 2,012,328 Accumulated other comprehensive loss (3,424) (6,053) Accumulated deficit (923,925) (885,774) Total stockholders equity 1,121,589 1,120,501 Total liabilities and stockholders equity $ 4,402,591 $ 3,281,023 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4SQUARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)Three Months Ended March 31,2019 2018 Revenue: Transaction-based revenue $ 656,762 $ 523,037 Subscription and services-based revenue 218,857 97,054 Hardware revenue 18,212 14,417 Bitcoin revenue 65,528 34,095 Total net revenue 959,359 668,603 Cost of revenue: Transaction-based costs 409,069 327,911 Subscription and services-based costs 60,523 30,368 Hardware costs 26,941 19,702 Bitcoin costs 64,696 33,872 Amortization of acquired technology 1,376 1,580 Total cost of revenue 562,605 413,433 Gross profit 396,754 255,170 Operating expenses: Product development 153,559 105,095 Sales and marketing 133,713 77,266 General and administrative 101,598 75,501 Transaction, loan and advance losses 27,841 18,031 Amortization of acquired customer assets 2,085 269 Total operating expenses 418,796 276,162 Operating loss (22,042) (20,992) Interest expense, net 4,681 2,112 Other expense, net 11,299 707 Loss before income tax (38,022) (23,811) Provision for income taxes 129 175 Net loss $ (38,151) $ (23,986) Net loss per share: Basic $ (0.09) $ (0.06) Diluted $ (0.09) $ (0.06) Weighted-average shares used to compute net loss per share Basic 419,289 395,948 Diluted 419,289 395,948 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5SQUARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands)Three Months Ended March 31,2019 2018 Net loss $ (38,151) $ (23,986) Net foreign currency translation adjustments 266 549 Net unrealized gain on revaluation of intercompany loans 75 665 Net unrealized gain (loss) on marketable debt securities, net of tax 2,288 (1,190) Total comprehensive loss $ (35,522) $ (23,962) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6SQUARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)Three Months Ended March 31,2019 2018 Cash flows from operating activities: Net loss $ (38,151) $ (23,986) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 18,971 10,160 Non-cash interest and other expense 8,224 4,847 Share-based compensation 61,088 46,824 Loss on revaluation of equity investment 14,087 Amortization of operating lease right-of-use assets and accretion of operating lease liabilities 6,690 Recovery of common stock in connection with indemnification settlement agreement (789) Transaction, loan and advance losses 27,841 18,031 Change in deferred income taxes (754) (654) Changes in operating assets and liabilities: Settlements receivable (1,027,472) (81,452) Customer funds (109,439) (49,619) Purchase of loans held for sale (507,755) (344,976) Sales and principal payments of loans held for sale 467,518 337,092 Other current assets (19,327) (13,444) Other non-current assets (2,527) (1,256) Customers payable 912,749 147,977 Settlements payable 211,984 2,114 Charge-offs to accrued transaction losses (17,443) (12,842) Accrued expenses 15,721 2,703 Other current liabilities 16,991 5,155 Payments for operating lease liabilities (9,293) Other non-current liabilities 3,530 5,379 Net cash provided by operating activities 32,444 52,053 Cash flows from investing activities: Purchase of marketable debt securities (193,673) (50,221) Proceeds from maturities of marketable debt securities 111,505 45,450 Proceeds from sale of marketable debt securities 44,810 Purchase of marketable debt securities from customer funds (34,613) Proceeds from maturities of marketable debt securities from customer funds 33,000 Purchase of property and equipment (18,168) (8,083) Payments for other investments (2,000) Purchase of intangible assets (1,584) Business combinations, net of cash acquired (11,248) (1,055) Net cash used in investing activities (70,387) (15,493) Cash flows from financing activities: Payment of deferred purchase consideration (95) Principal payments on finance lease obligation (1,284) (665) Proceeds from the exercise of stock options, net 25,328 31,354 Payments for tax withholding related to vesting of restricted stock units (50,801) (27,651) Net cash provided by (used in) financing activities (26,852) 3,038 Effect of foreign exchange rate on cash and cash equivalents 1,277 1,397 Net increase (decrease) in cash, cash equivalents and restricted cash (63,518) 40,995 Cash, cash equivalents and restricted cash, beginning of period 632,847 735,081 Cash, cash equivalents and restricted cash, end of period $ 569,329 $ 776,076 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.7SQUARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) (In thousands, except for number of shares)Class A and B common stockAdditional paid-inAccumulated other comprehensiveAccumulatedTotal stockholdersSharesAmountcapitallossdeficitequity Balance at December 31, 2018 417,048,006$ $ 2,012,328$ (6,053)$ (885,774)$ 1,120,501Net loss (38,151)(38,151) Shares issued in connection with:Exercise of stock options 3,588,05225,32825,328Vesting of early exercised stock options and
展开阅读全文