SQUARE, INC., 10-Q filed on 5/4/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 28, 2017
Class A
Apr. 28, 2017
Class B
Document and Entity Information [Abstract]
 
 
 
Entity Registrant Name
Square, Inc. 
 
 
Entity Central Index Key
0001512673 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Document Type
10-Q 
 
 
Document Period End Date
Mar. 31, 2017 
 
 
Document Fiscal Year Focus
2017 
 
 
Document Fiscal Period Focus
Q1 
 
 
Amendment Flag
false 
 
 
Class of Stock [Line Items]
 
 
 
Entity Common Stock, Shares Outstanding
 
229,953,780 
144,150,254 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 704,494 
$ 452,030 
Short-term investments
186,756 
59,901 
Restricted cash
22,002 
22,131 
Settlements receivable
266,088 
321,102 
Customer funds
57,527 
43,574 
Loans held for sale
51,883 
42,144 
Other current assets
54,605 
60,543 
Total current assets
1,343,355 
1,001,425 
Property and equipment, net
91,013 
88,328 
Goodwill
58,103 
57,173 
Acquired intangible assets, net
18,395 
19,292 
Long-term investments
62,711 
27,366 
Restricted cash
14,494 
14,584 
Other assets
3,042 
3,194 
Total assets
1,591,113 
1,211,362 
Current liabilities:
 
 
Accounts payable
9,826 
12,602 
Customers payable
363,039 
388,058 
Settlements payable
35,773 
51,151 
Customer funds obligation
57,527 
43,574 
Accrued transaction losses
20,444 
20,064 
Accrued expenses
45,475 
39,543 
Other current liabilities
22,812 
22,472 
Total current liabilities
554,896 
577,464 
Long-term debt (Note 10)
345,739 
Other liabilities
62,545 
57,745 
Total liabilities
963,180 
635,209 
Commitments and contingencies (Note 15)
   
   
Stockholders’ equity:
 
 
Preferred stock, $0.0000001 par value: 100,000,000 shares authorized at March 31, 2017 and December 31, 2016. None issued and outstanding at March 31, 2017 and December 31, 2016.
Additional paid-in capital
1,424,187 
1,357,381 
Accumulated deficit
(795,012)
(779,239)
Accumulated other comprehensive loss
(1,242)
(1,989)
Total stockholders’ equity
627,933 
576,153 
Total liabilities and stockholders’ equity
1,591,113 
1,211,362 
Class A
 
 
Stockholders’ equity:
 
 
Common stock
Class B
 
 
Stockholders’ equity:
 
 
Common stock
$ 0 
$ 0 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)
Mar. 31, 2017
Dec. 31, 2016
Class of Stock [Line Items]
 
 
Preferred stock, par value (in USD per share)
$ 0.0000001 
$ 0.0000001 
Preferred stock, shares authorized (in shares)
100,000,000 
100,000,000 
Preferred stock, shares issued (in shares)
Preferred stock, shares outstanding (in shares)
Class A
 
 
Class of Stock [Line Items]
 
 
Common stock, par value (in USD per share)
$ 0.0000001 
$ 0.0000001 
Common stock, shares authorized (in shares)
1,000,000,000 
1,000,000,000 
Common stock, shares issued (in shares)
228,107,488 
198,746,620 
Common stock, shares outstanding (in shares)
228,107,488 
198,746,620 
Class B
 
 
Class of Stock [Line Items]
 
 
Common stock, par value (in USD per share)
$ 0.0000001 
$ 0.0000001 
Common stock, shares authorized (in shares)
500,000,000 
500,000,000 
Common stock, shares issued (in shares)
145,258,328 
165,800,756 
Common stock, shares outstanding (in shares)
145,258,328 
165,800,756 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Revenue:
 
 
Hardware revenue
$ 9,016 
$ 16,182 
Total net revenue
461,554 
379,269 
Cost of revenue:
 
 
Hardware costs
12,662 
26,740 
Amortization of acquired technology
1,807 
2,370 
Total cost of revenue
288,123 
269,029 
Gross profit
173,431 
110,240 
Operating expenses:
 
 
Product development
68,582 
64,592 
Sales and marketing
49,900 
38,496 
General and administrative
56,935 
96,107 
Transaction, loan and advance losses
11,891 
7,861 
Amortization of acquired customer assets
205 
317 
Total operating expenses
187,513 
207,373 
Operating loss
(14,082)
(97,133)
Interest and other (income) expense, net
499 
(717)
Loss before income tax
(14,581)
(96,416)
Provision for income taxes
509 
339 
Net loss
(15,090)
(96,755)
Net loss per share:
 
 
Basic (in USD per share)
$ (0.04)
$ (0.29)
Diluted (in USD per share)
$ (0.04)
$ (0.29)
Weighted-average shares used to compute net loss per share
 
 
Basic (in shares)
366,737 
331,324 
Diluted (in shares)
366,737 
331,324 
Transaction |
Customers Other than Starbucks
 
 
Revenue:
 
 
Revenue
403,478 
300,453 
Cost of revenue:
 
 
Transaction and services-based costs
257,778 
194,276 
Transaction |
Starbucks
 
 
Revenue:
 
 
Revenue
38,838 
Cost of revenue:
 
 
Transaction and services-based costs
36,610 
Software and data product
 
 
Revenue:
 
 
Revenue
49,060 
23,796 
Cost of revenue:
 
 
Transaction and services-based costs
$ 15,876 
$ 9,033 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
Net loss
$ (15,090)
$ (96,755)
Net foreign currency translation adjustments
757 
510 
Net unrealized gain (loss) on revaluation of intercompany loans
(29)
253 
Net unrealized gain on marketable securities
19 
76 
Total comprehensive loss
$ (14,343)
$ (95,916)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities:
 
 
Net loss
$ (15,090)
$ (96,755)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
Depreciation and amortization
9,437 
9,118 
Non-cash interest and other expense
1,534 
Share-based compensation
31,670 
31,198 
Provision for transaction losses
11,558 
7,182 
Deferred provision for income taxes
99 
78 
Gain on sale of property and equipment
(38)
Changes in operating assets and liabilities:
 
 
Settlements receivable
54,919 
(46,503)
Customer funds
(13,953)
1,762 
Purchase of loans held for sale
(252,170)
(27,827)
Sales and principal payments of loans held for sale
242,431 
17,554 
Other current assets
6,105 
(21,203)
Other assets
141 
355 
Accounts payable
(1,459)
2,576 
Customers payable
(25,085)
60,438 
Settlements payable
(15,378)
3,203 
Customer funds obligation
13,953 
(1,762)
Charge-offs to accrued transaction losses
(11,178)
(8,939)
Accrued expenses
3,930 
55,810 
Other current liabilities
(368)
1,364 
Other noncurrent liabilities
2,902 
(1,360)
Net cash provided by (used in) operating activities
43,998 
(13,749)
Cash flows from investing activities:
 
 
Purchase of marketable securities
(181,851)
(73,086)
Proceeds from maturities of marketable securities
15,569 
Proceeds from sale of marketable securities
3,996 
Purchase of property and equipment
(6,508)
(7,527)
Payment for acquisition of intangible assets
(400)
Business acquisitions
(1,600)
Net cash used in investing activities
(170,394)
(81,013)
Cash flows from financing activities:
 
 
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
(247)
Payments of offering costs related to initial public offering
(5,406)
Proceeds from issuances of common stock from the exercise of options, net
39,280 
556 
Net cash provided by (used in) financing activities
377,583 
(4,850)
Effect of foreign exchange rate changes on cash and cash equivalents
1,058 
1,558 
Net increase (decrease) in cash, cash equivalents and restricted cash
252,245 
(98,054)
Cash, cash equivalents and restricted cash, beginning of period
488,745 
489,552 
Cash, cash equivalents and restricted cash, end of period
$ 740,990 
$ 391,498 
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
    
Square, Inc. (together with its subsidiaries, Square or the Company) is a cohesive commerce ecosystem that helps its sellers start, run, and grow their businesses – from managed payments solutions to point of sale, hardware to software, loans to payroll and more. Businesses and individuals can also use Square Cash, an easy way to send and receive money, as well as Caviar, a food ordering service for restaurants. Square was founded in 2009 and is headquartered in San Francisco, with offices in the United States, Canada, Japan, Australia and the United Kingdom.

Basis of Presentation
    
The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2016 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods. All intercompany transactions and balances have been eliminated in consolidation. The interim results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and the Consolidated Financial Statements and notes thereto included in Items 7, 7A, and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

Reclassifications and other adjustments

As a result of the Company’s adoption of Accounting Standards Update, or ASU, No. 2016-18, Restricted Cash, on January 1, 2017, the Company reclassified changes in restricted cash balances from investing activities in the statement of cash flows to changes in cash, cash equivalents and restricted cash. For the three months ended March 31, 2016, $0.3 million was reclassified from cash outflows from investing activities to changes in cash, cash equivalents and restricted cash.

The presentation of changes in customer funds in the statement of cash flows for the three months ended March 31, 2016 has also been revised for the correction of an immaterial error that was identified during the fourth quarter of 2016 whereby the Company had previously misclassified and reported certain customer funds as cash and cash equivalents rather than classifying these customer funds as a component of current assets impacting operating activities. The effect of the revision was to decrease the amount of net cash used in operating activities for the three months ended March 31, 2016 by $1.8 million and increase cash and cash equivalents as of March 31, 2016 by that same amount. Net cash provided by operating activities for the year-ended December 31, 2016 and cash and cash equivalents as of December 31, 2016 were not misstated.

Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.

Significant estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, valuation of the debt component of convertible senior notes, valuation of loans held for sale, goodwill and intangible assets, income taxes, and share-based compensation.

Concentration of Credit Risk
    
For the three months ended March 31, 2017, the Company had no customer that accounted for greater than 10% of total net revenue. For the three months ended March 31, 2016, the Company had no customer other than Starbucks that accounted for greater than 10% of total net revenue. During the fourth quarter of 2016, Starbucks completed its previously announced transition to another payments solution provider. Accordingly, the Company does not expect transaction-based revenue from Starbucks in the future.

The Company had three third-party processors that represented approximately 42%, 45%, and 10% of settlements receivable as of March 31, 2017. The same three parties represented approximately 52%, 35%, and 10% of settlements receivable as of December 31, 2016.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, settlements receivables, customer funds, and loans held for sale. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is mitigated by credit evaluations and ongoing performance monitoring of the Company’s customers.

Significant Accounting Policies
Except for the adoption of ASU 2016-18, Restricted Cash, described above, there have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2017, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry specific guidance. The core principal of this new guidance is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company does not plan to early adopt the guidance. The guidance can be adopted either through the full retrospective approach which requires restatement of all periods presented or through a modified retrospective approach which requires a cumulative effect adjustment as of the date of adoption. The modified retrospective approach also requires additional disclosures of the impact of the new guidance to each of the financial statements line items and qualitative explanation of the significant changes between the reported results under the new revenue guidance and the previous revenue guidance. The Company plans to apply the modified retrospective approach in the year of adoption of this guidance and is currently assessing the impact that the adoption of the guidance will have on the consolidated financial statements and related disclosures. The Company is also assessing any financial reporting system changes that would be necessary to implement the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance is intended to improve the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted with certain restrictions. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company does not plan to early adopt this guidance. The Company’s operating leases primarily comprise of office spaces, with the most significant leases relating to corporate headquarters in San Francisco and an office in New York. Based on the Company's initial assessment of its current leases and potential, the Company does not anticipate the adoption of this guidance to have a material impact on its operating results. The Company will continue to evaluate the impact of recording right to use assets and related liabilities on its consolidated balance sheets.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting,
which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance on January 1, 2017. As part of the adoption, the Company elected to account for forfeitures as they occur. As this guidance requires a modified retrospective approach when eliminating the forfeiture rate, the Company recorded an adjustment of $0.7 million to increase accumulated deficit and additional paid-in capital as of January 1, 2017. With respect to classification of excess tax benefits on the Statement of Cash Flows, the Company has elected to apply this guidance on a prospective basis.Thus, the prior periods have not been adjusted. The remaining areas of simplification in this guidance did not have an impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, as part of its simplification initiative. The current guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less a normal profit margin. Under the new guidance, inventory is measured at the lower of cost and net realizable value, which would eliminate the other two options that currently exist for market replacement cost and net realizable value less a normal profit margin. The amendment is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance and it did not have any effect on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. This guidance addresses several specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends existing guidance on the recognition of current and deferred income tax impacts for intra-entity asset transfers other than inventory. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this guidance on January 1, 2017, and adjusted its condensed consolidated statements of cash flow for each of the periods presented.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, intangible assets and consolidation. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively on or after the effective dates. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. This guidance modified the concept of impairment assessment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This standard should be adopted when the Company performs its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments should be applied on a prospective basis. The Company does not expect the adoption of this guidance to have a material the impact on the consolidated financial statements and related disclosures.
RESTRICTED CASH
RESTRICTED CASH
RESTRICTED CASH
    
As of March 31, 2017 and December 31, 2016, restricted cash of $22.0 million and $22.1 million, respectively, is related to pledged cash deposited into savings accounts at the financial institutions that process the Company's sellers' payment transactions and as collateral pursuant to an agreement with the originating bank for the Company's loan product. The Company uses the restricted cash to secure letters of credit with the financial institution to provide collateral for cash flow timing differences in the processing of these payments and loans. The Company has recorded this amount as a current asset on the condensed consolidated balance sheets due to the short-term nature of these cash flow timing differences and that there is no minimum time frame during which the cash must remain restricted.
    
As of March 31, 2017 and December 31, 2016, the remaining restricted cash of $14.5 million and $14.6 million, respectively, is primarily related to cash deposited into money market funds that is used as collateral pursuant to multi-year lease agreements entered into in 2012 and 2014 (see Note 15). The Company has recorded this amount as a non-current asset on the condensed consolidated balance sheets as the terms of the related leases extend beyond one year.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its cash equivalents and short-term and long-term investments at fair value. The Company classifies its cash equivalents and short-term and long-term investments within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands):
 
March 31, 2017
 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash and Cash Equivalents:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
337,580

 
$

 
$

 
$
207,168

 
$

 
$

U.S. agency securities

 
27,476

 

 

 

 

Commercial paper

 
42,911

 

 

 
7,496

 

U.S. government securities
24,994

 

 

 

 

 

Corporate bonds

 
1,000

 

 

 

 

Municipal securities

 

 

 

 
1,000

 

Short-term securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
10,015

 

 

 
9,055

 

Corporate bonds

 
35,763

 

 

 
6,980

 

Commercial paper

 
55,352

 

 

 
17,298

 

Municipal securities

 
10,253

 

 

 
8,028

 

U.S. government securities
75,373

 

 

 
18,540

 

 

Long-term securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
3,601

 

 

 
3,502

 

Corporate bonds

 
25,039

 

 

 
12,914

 

Municipal securities

 
11,141

 

 

 
2,492

 

U.S. government securities
22,930

 

 

 
8,458

 

 

Total
$
460,877

 
$
222,551

 
$

 
$
234,166

 
$
68,765

 
$



The carrying amounts of certain financial instruments, including cash equivalents, settlements receivable, customer funds, accounts payable, customers payable, customer funds obligation, and settlements payable, approximate their fair values due to their short-term nature.

The Company estimates the fair value of its convertible senior notes based on their last actively traded prices (Level 1) or market observable inputs (Level 2). The estimated fair value and carrying value of the convertible senior notes were as follows (in thousands):
 
March 31, 2017
 
Carrying Value
 
Fair Value (Level 2)
Convertible senior notes
$
345,739

 
$
456,500

Total
$
345,739

 
$
456,500



Loans held for sale are recorded at the lower of cost or fair value. To determine the fair value of loans, the Company utilizes industry-standard valuation modeling, such as discounted cash flow models, applied to the loans held for sale, as a portfolio, to arrive at an estimate of fair value.

A summary of loans disclosed at fair value on a recurring basis is as follows (in thousands):

 
March 31, 2017
 
December 31, 2016
 
Carrying Value
 
Fair Value (Level 3)
 
Carrying Value
 
Fair Value (Level 3)
Loans held for sale
$
51,883

 
$
52,319

 
$
42,144

 
$
42,633

Total
$
51,883

 
$
52,319

 
$
42,144

 
$
42,633


If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three months ended March 31, 2017 and 2016, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities.
INVESTMENTS
INVESTMENTS
INVESTMENTS

The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale.

The Company's short-term and long-term investments as of March 31, 2017 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
10,023

 
$
1

 
$
(9
)
 
$
10,015

Corporate bonds
35,779

 
19

 
(35
)
 
35,763

Commercial paper
55,352

 

 

 
55,352

Municipal securities
10,248

 
9

 
(4
)
 
10,253

U.S. government securities
75,374

 
9

 
(10
)
 
75,373

Total
$
186,776

 
$
38

 
$
(58
)
 
$
186,756

 
 
 
 
 
 
 
 
Long-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
3,601

 
$
3

 
$
(3
)
 
$
3,601

Corporate bonds
25,024

 
23

 
(8
)
 
25,039

Municipal securities
11,142

 
8

 
(9
)
 
11,141

U.S. government securities
22,905

 
28

 
(3
)
 
22,930

Total
$
62,672

 
$
62

 
$
(23
)
 
$
62,711


The Company's short-term and long-term investments as of December 31, 2016 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
9,048

 
$
7

 
$

 
$
9,055

Corporate bonds
17,318

 

 
(20
)
 
17,298

Commercial paper
6,980

 

 

 
6,980

Municipal securities
8,037

 

 
(9
)
 
8,028

U.S. government securities
18,537

 
3

 

 
18,540

Total
$
59,920

 
$
10

 
$
(29
)
 
$
59,901

 
 
 
 
 
 
 
 
Long-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
3,502

 
$

 
$

 
$
3,502

Corporate bonds
12,939

 

 
(25
)
 
12,914

Municipal securities
2,505

 

 
(13
)
 
2,492

U.S. government securities
8,478

 

 
(20
)
 
8,458

Total
$
27,424

 
$

 
$
(58
)
 
$
27,366



For the periods presented, gains or losses realized on the sale of investments were not material. Investments are reviewed periodically to identify possible other-than-temporary impairments. As the Company has the ability and intent to hold these investments with unrealized losses until a recovery of fair value, or for a reasonable period of time sufficient for the recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired for any of the periods presented.

The contractual maturities of the Company's short-term and long-term investments as of March 31, 2017 are as follows (in thousands):

 
Amortized Cost
 
Fair Value
Due in one year or less
$
186,776

 
$
186,756

Due in one to five years
62,672

 
62,711

Total
$
249,448

 
$
249,467

PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET
The following is a summary of property, equipment, and internally-developed software at cost, less accumulated depreciation and amortization (in thousands):    

March 31,
2017

December 31,
2016
Leasehold improvements
$
72,667

 
$
73,366

Computer equipment
60,141


52,915

Capitalized software
26,406

 
24,642

Office furniture and equipment
11,960


10,737

Construction in process
480

 

Total
171,654

 
161,660

Less: Accumulated depreciation and amortization
(80,641
)

(73,332
)
Property and equipment, net
$
91,013

 
$
88,328


Depreciation and amortization expense on property and equipment was $7.3 million for the three months ended March 31, 2017. Depreciation and amortization expense on property and equipment was $6.4 million for the three months ended March 31, 2016.
GOODWILL
GOODWILL
GOODWILL

Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired. As of March 31, 2017 and December 31, 2016, goodwill was $58.1 million and $57.2 million, respectively.

The Company performs a goodwill impairment test annually on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. For the periods presented, the Company had recorded no impairment charges.
ACQUIRED INTANGIBLE ASSETS
ACQUIRED INTANGIBLE ASSETS
ACQUIRED INTANGIBLE ASSETS
The following table presents the detail of acquired intangible assets as of the periods presented (in thousands):
 
Balance at March 31, 2017
Cost
 
Accumulated Amortization
 
Net
Patent
$
1,285

 
$
(480
)
 
$
805

Technology Assets
29,158

 
(16,592
)
 
12,566

Customer Assets
8,886

 
(3,862
)
 
5,024

Total
$
39,329

 
$
(20,934
)
 
$
18,395


 
Balance at December 31, 2016
Cost
 
Accumulated Amortization
 
Net
Patent
$
1,285

 
$
(454
)

$
831

Technology Assets
29,075

 
(14,702
)
 
14,373

Customer Assets
7,745

 
(3,657
)
 
4,088

Total
$
38,105

 
$
(18,813
)
 
$
19,292



The weighted average amortization periods for acquired patents, acquired technology, and customer intangible assets are approximately 13 years, four years, and nine years, respectively.
    
Amortization expense associated with other intangible assets was $2.1 million for the three months ended March 31, 2017. Amortization expense associated with other intangible assets was $2.7 million for the three months ended March 31, 2016.

The total estimated annual future amortization expense of these intangible assets as of March 31, 2017 is as follows (in thousands):
2017 (remaining 9 months)
$
5,481

2018
6,037

2019
3,253

2020
1,296

2021
748

Thereafter
1,580

Total
$
18,395

OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
Other Current Assets
The following table presents the detail of other current assets (in thousands):
    
 
March 31,
2017
 
December 31,
2016
Inventory, net
$
13,951

 
$
13,724

Accounts receivable, net
6,947

 
6,191

Prepaid expenses
9,447

 
7,365

Deferred magstripe reader costs
2,659

 
3,911

Tenant improvement reimbursement receivable
174

 
1,189

Merchant cash advance receivable, net
2,723

 
4,212

Deferred hardware costs
4,597

 
4,546

Processing costs receivable
6,438

 
8,593

Other
7,669

 
10,812

Total
$
54,605

 
$
60,543



Accrued Expenses
The following table presents the detail of accrued expenses (in thousands):    
 
March 31,
2017
 
December 31,
2016
Accrued hardware costs
$
4,309

 
$
3,148

Processing costs payable
7,592

 
9,655

Accrued professional fees
6,129

 
5,788

Accrued payroll
9,039

 
5,799

Accrued marketing
4,828

 
3,972

Other accrued liabilities
13,578

 
11,181

Total
$
45,475

 
$
39,543



Other Current Liabilities
The following table presents the detail of other current liabilities (in thousands):    
    
 
March 31,
2017
 
December 31,
2016
Square Payroll payable
$
7,386

 
$
4,769

Accrued redemptions
1,874

 
1,628

Current portion of deferred rent
2,882

 
2,862

Deferred revenue
2,965

 
5,407

Other
7,705

 
7,806

Total
$
22,812

 
$
22,472

OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)
Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
 
March 31,
2017
 
December 31,
2016
Deferred rent
$
22,444

 
$
23,119

Deferred tax liabilities
476

 
476

Statutory liabilities
33,113

 
29,497

Other
6,512

 
4,653

Total
$
62,545

 
$
57,745

OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)
OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT)
Other Current Assets
The following table presents the detail of other current assets (in thousands):
    
 
March 31,
2017
 
December 31,
2016
Inventory, net
$
13,951

 
$
13,724

Accounts receivable, net
6,947

 
6,191

Prepaid expenses
9,447

 
7,365

Deferred magstripe reader costs
2,659

 
3,911

Tenant improvement reimbursement receivable
174

 
1,189

Merchant cash advance receivable, net
2,723

 
4,212

Deferred hardware costs
4,597

 
4,546

Processing costs receivable
6,438

 
8,593

Other
7,669

 
10,812

Total
$
54,605

 
$
60,543



Accrued Expenses
The following table presents the detail of accrued expenses (in thousands):    
 
March 31,
2017
 
December 31,
2016
Accrued hardware costs
$
4,309

 
$
3,148

Processing costs payable
7,592

 
9,655

Accrued professional fees
6,129

 
5,788

Accrued payroll
9,039

 
5,799

Accrued marketing
4,828

 
3,972

Other accrued liabilities
13,578

 
11,181

Total
$
45,475

 
$
39,543



Other Current Liabilities
The following table presents the detail of other current liabilities (in thousands):    
    
 
March 31,
2017
 
December 31,
2016
Square Payroll payable
$
7,386

 
$
4,769

Accrued redemptions
1,874

 
1,628

Current portion of deferred rent
2,882

 
2,862

Deferred revenue
2,965

 
5,407

Other
7,705

 
7,806

Total
$
22,812

 
$
22,472

OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT)
Other Non-Current Liabilities
The following table presents the detail of other non-current liabilities (in thousands):
 
March 31,
2017
 
December 31,
2016
Deferred rent
$
22,444

 
$
23,119

Deferred tax liabilities
476

 
476

Statutory liabilities
33,113

 
29,497

Other
6,512

 
4,653

Total
$
62,545

 
$
57,745

INDEBTEDNESS
INDEBTEDNESS
INDEBTEDNESS

Revolving Credit Facility

In November 2015, the Company entered into a revolving credit agreement with certain lenders, which extinguished the prior revolving credit agreement and provided for a $375.0 million revolving secured credit facility maturing in November 2020. This revolving credit agreement is secured by certain tangible and intangible assets.

Loans under the credit facility bear interest at the Company’s option of (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and an adjusted LIBOR rate for a one-month interest period, in each case plus a margin ranging from 0.00% to 1.00%, or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 2.00%. This margin is determined based on the Company’s total leverage ratio for the preceding four fiscal quarters. The Company is obligated to pay other customary fees for a credit facility of this size and type including an annual administrative agent fee of $0.1 million and an unused commitment fee of 0.15%. To date no funds have been drawn under the credit facility, with $375.0 million remaining available. The Company paid $0.1 million in unused commitment fees during both the three months ended March 31, 2017 and 2016. As of March 31, 2017, the Company was in compliance with all financial covenants associated with this credit facility.

Convertible Senior Notes

On March 6, 2017, the Company issued $400.0 million aggregate principal amount of convertible senior notes (Notes) and an additional 10% or $40.0 million pursuant to the exercise in full of the option to the initial purchasers to cover over-allotments. The Notes mature on March 1, 2022, unless earlier converted or repurchased, and bear interest at a rate of 0.375% payable semi-annually on March 1 and September 1 of each year. The Notes are convertible at an initial conversion rate of 43.5749 shares of the Company's Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $22.95 per share of Class A common stock. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2017 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the Notes) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change (as defined in the Indenture governing the Notes) or a transaction result in the Company’s Class A common stock becoming converted into other securities or property or assets.  On or after December 1, 2021, up until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its Notes regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at the Company’s election. It is the Company’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000 per $1,000 principle amount of notes.

In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $86.2 million and was determined by deducting the fair value of the liability component from the par value of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount ("debt discount") is amortized to interest expense over the term of the Notes at an effective interest rate of 5.34% over the contractual terms of the Notes.

Debt issuance costs related to the Notes comprised of discounts and commissions payable to the initial purchasers of $11.0 million and third party offering costs of $0.8 million. The Company allocated the total amount incurred to the liability and equity components of the Notes based on their relative values. Issuance costs attributable to the liability component were $9.4 million and will be amortized to interest expense using the effective interest method over the contractual term.  Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity.

The Notes consisted of the following (in thousands):
 
March 31, 2017
Principal
$
440,000

Less: debt discount
(84,950
)
Less: debt issuance costs
(9,311
)
Net carrying amount
$
345,739

 
The net carrying amount of the equity component of the Notes was as follows (in thousands):

 
March 31, 2017
Debt discount
$
86,203

Less: debt issuance costs
(2,302
)
Equity component, net
$
83,901




The Company recognized interest expense on the Notes as follows (in thousands, except for percentages):

 
Three Months Ended
 
March 31,
 
2017
Contractual interest expense based on 0.375% per annum
$
113

Amortization of debt discount and issuance costs
1,390

Total
$
1,503

Effective interest rate of the liability component
5.34
%


Convertible Note Hedge and Warrant Transactions

In connection with the offering of the Notes, the Company entered into convertible note hedge transactions with certain financial institutions (Counterparties) whereby the Company has the option to purchase a total of approximately 19.2 million shares of its Class A common stock at a price of approximately $22.95 per share. The total cost of the convertible note hedge transactions was $92.1 million. In addition, the Company sold warrants to the Counterparties whereby the Counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $31.17 per share. The Company received $57.2 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the Notes and to effectively increase the overall conversion price from $22.95 per share to $31.17 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.
ACCRUED TRANSACTION LOSSES
ACCRUED TRANSACTION LOSSES
ACCRUED TRANSACTION LOSSES
The Company is exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility.
The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands):
    
 
Three Months Ended March 31,
 
2017
 
2016
Accrued transaction losses, beginning of the period
$
20,064

 
$
17,176

Provision for transaction losses
11,558

 
7,182

Charge-offs to accrued transaction losses
(11,178
)
 
(8,939
)
Accrued transaction losses, end of the period
$
20,444

 
$
15,419

INCOME TAXES
INCOME TAXES
INCOME TAXES
The Company recorded an income tax expense of $0.5 million for the three months ended March 31, 2017, compared to income tax expense of $0.3 million for the three months ended March 31, 2016. The income tax expense recorded for the three months ended March 31, 2017 was primarily due to state and foreign income tax expense.
The Company’s effective tax rate was (3.5)% for the three months ended March 31, 2017, compared to an effective tax rate of (0.4)% for the three months ended March 31, 2016. The difference between the effective tax rate and the federal statutory tax rate for the three months ended March 31, 2017 primarily relates to the valuation allowance on the Company’s deferred tax assets.
The Company’s effective tax rate may be subject to fluctuation during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of forecasted pre-tax earnings in the various jurisdictions in which the Company operates, valuation allowances against deferred tax assets, the recognition and de-recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

As of March 31, 2017, the Company retains a full valuation allowance on its deferred tax assets in the U.S. and certain foreign jurisdictions. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income.
The tax provision for the three months ended March 31, 2017 was calculated on a jurisdiction basis. The Company estimated the foreign income tax provision using the effective income tax rate expected to be applicable for the full year.
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
The changes in total stockholders’ equity were as follows (in thousands):

 
Total stockholders’ equity
Balance at December 31, 2016
$
576,153

Net loss
(15,090
)
Exercise of stock options
39,409

Vesting of early exercised stock options and other
314

Conversion feature of convertible senior notes, due 2022, net of allocated costs
83,901

Purchase of bond hedges in conjunction with issuance of convertible senior notes, due 2022
(92,136
)
Sale of warrants in conjunction with issuance of convertible senior notes, due 2022
57,244

Payment for termination of Starbucks warrant
(54,808
)
Change in other comprehensive loss
747

Share-based compensation
32,199

Balance at March 31, 2017
$
627,933



Common Stock

The Company has authorized the issuance of Class A common stock and Class B common stock. Class A common stock and Class B common stock are referred to as "common stock" throughout these Notes to the Condensed Consolidated Financial Statements, unless otherwise noted. As of March 31, 2017, the Company was authorized to issue 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock, each with a par value of $0.0000001 per share. As of March 31, 2017, there were 228,107,488 shares of Class A common stock and 145,258,328 shares of Class B common stock outstanding. Options and awards granted following the Company's Initial Public Offering are related to underlying Class A common stock. Additionally, holders of Class B common stock are able to convert such shares into Class A common stock.

Warrants

On February 24, 2017, the Company and Starbucks entered into a Warrant Cancellation and Payment Agreement pursuant to which the Company paid Starbucks cash consideration of approximately $54.8 million in return for the termination of the Warrant to Purchase Stock dated August 7, 2012, as amended, that provided Starbucks with the right to purchase an aggregate of 9,456,955 shares of the Company’s Class B common stock.

In conjunction with the Notes offering, the Company sold warrants whereby the Counterparties have the option to purchase a total of approximately 19.2 million shares of the Company’s Class A common stock at a price of $31.17 per share. The Company received $57.2 million in cash proceeds from the sale of these warrants. See Note 10, Indebtedness, for more details on this transaction.

Stock Plans

The Company maintains two share-based employee compensation plans: the 2009 Stock Plan (2009 Plan) and the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan serves as the successor to the 2009 Plan. The 2015 Plan became effective as of November 17, 2015. Outstanding awards under the 2009 Plan continue to be subject to the terms and conditions of the 2009 Plan. Since November 17, 2015, no additional securities have been nor will be in the future issued under the 2009 Plan.

Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options, restricted stock awards, restricted stock units (RSUs), performance shares, and stock bonuses to qualified employees, directors, and consultants. The shares may be granted at a price per share not less than the fair market value at the date of grant. Initially, 30,000,000 shares were reserved under the 2015 Plan, and any shares subject to options or other similar awards granted under the 2009 Plan that expire, are forfeited, are repurchased by the Company, or otherwise terminate unexercised, will become available under the 2015 Plan. The number of shares available for issuance under the 2015 Plan will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Company’s board of directors. As of March 31, 2017, the total number of shares subject to stock options and RSUs outstanding under the 2015 Plan was 19,448,789, and 54,510,587 shares were available for future issuance. As of March 31, 2017, the total number of shares subject to stock options and RSUs outstanding under the 2009 Plan was 60,571,969.
A summary of stock option activity for the three months ended March 31, 2017 is as follows (in thousands, except share and per share data):
 
Number of Stock Options Outstanding
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
Balance at December 31, 2016
73,261,562

 
$
7.70

 
7.28
 
$
443,711

Granted

 

 
 
 
 
Exercised
(7,761,169
)
 
5.08

 
 
 
 
Forfeited
(1,075,984
)
 
$
10.93

 
 
 
 
Balance at March 31, 2017
64,424,409

 
7.96

 
7.04
 
600,185

Options exercisable as of
 
 
 
 
 
 
 
March 31, 2017
61,373,338

 
7.81

 
6.95
 
581,082



Restricted Stock Activity
Activity related to RSUs during the three months ended March 31, 2017 is set forth below:
 
Number of
RSUs
 
Weighted
Average Grant
Date Fair Value
Unvested as of December 31, 2016
15,443,391

 
$
12.09

Granted
1,803,112

 
14.46

Vested
(1,081,480
)
 
12.22

Forfeited
(568,674
)
 
11.39

Unvested as of March 31, 2017
15,596,349

 
$
12.38



Share-Based Compensation
The fair value of stock options and employee stock purchase plan shares granted to employees is estimated on the date of grant using the Black-Scholes-Merton option valuation model.
The fair value of stock options granted was estimated using the following weighted-average assumptions:
    
 
Three Months Ended March 31,
 
2016
Dividend yield
%
Risk-free interest rate
1.39
%
Expected volatility
43
%
Expected term (years)
6.08


No stock options were granted during the three months ended March 31, 2017. 
As a result of the Company’s adoption of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company elected to account for forfeitures as they occur. As this guidance requires a modified retrospective approach when eliminating the forfeiture rate, the Company recorded an adjustment of $0.7 million to increase accumulated deficit and additional paid-in capital as of January 1, 2017.
The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
Product development
$
19,356

 
$
21,947

Sales and marketing
3,935

 
2,903

General and administrative
8,379

 
6,348

Total
$
31,670

 
$
31,198


    
The Company recorded $1.9 million and $1.5 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the three months ended March 31, 2017 and 2016, respectively, which is included in the table above.

The Company capitalized $0.5 million of share-based compensation expense related to capitalized software costs during the three months ended March 31, 2017. There was no similar activity during the three months ended March 31, 2016.
As of March 31, 2017, there was $297.1 million of total unrecognized compensation cost related to outstanding stock options that is expected to be recognized over a weighted-average period of 2.73 years.
LOSS PER SHARE
LOSS PER SHARE
LOSS PER SHARE
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is the same as basic loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss.
The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):
 
Three Months Ended March 31,
2017
 
2016
Net loss
$
(15,090
)
 
$
(96,755
)
Basic shares:
 
 
 
Weighted-average common shares outstanding
368,571
 
335,177
Weighted-average unvested shares
(1,834
)
 
(3,853
)
Weighted-average shares used to compute basic net loss per share
366,737
 
331,324
Diluted shares:
 
 
 
Weighted-average shares used to compute diluted loss per share
366,737
 
331,324
Net loss per share:
 
 
 
Basic
$
(0.04
)
 
$
(0.29
)
Diluted
$
(0.04
)
 
$
(0.29
)


The following potential common shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):

 
Three Months Ended March 31,
 
2017
 
2016
Stock options and restricted stock units
80,021

 
109,912

Common stock warrants
19,173

 
9,544

Unvested shares
1,732

 
3,428

Employee stock purchase plan
653

 
635

Total anti-dilutive securities
101,579

 
123,519



Additionally, since the Company expects to settle the principal amount of its outstanding Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $22.95 per share for the Notes, which has not occurred as of March 31, 2017.
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Operating and Capital Leases
The Company has entered into various non-cancelable operating leases for certain offices with contractual lease periods expiring between 2016 and 2025. The Company recognized total rental expenses under operating leases of $2.8 million for both the three months ended March 31, 2017 and 2016.
Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of March 31, 2017 are as follows (in thousands):
 
Capital
 
Operating
Year:
 
 
 
2017 (remaining 9 months)
$
1,150

 
$
12,529

2018
1,495

 
16,528

2019
1,380

 
15,673

2020
141

 
15,757

2021

 
16,172

Thereafter

 
35,943

Total
$
4,166

 
$
112,602

Less amount representing interest
(3
)
 
 
Present value of capital lease obligations
4,163

 
 
Less current portion of capital lease obligation
(1,524
)
 
 
Non-current portion of capital lease obligation
$
2,639

 
 


Litigation
The Company is currently a party to, and may in the future be involved in, various litigation matters (including intellectual property litigation), legal claims, and government investigations.

The Company is involved in a class action lawsuit concerning independent contractors in connection with the Company’s Caviar business. On March 19, 2015, Jeffry Levin, on behalf of a putative nationwide class, filed a lawsuit in the United States District Court for the Northern District of California against the Company’s wholly owned subsidiary, Caviar, Inc., which, as amended, alleges that Caviar misclassified Mr. Levin and other similarly situated couriers as independent contractors and, in doing so, violated various provisions of the California Labor Code and California Business and Professions Code by requiring them to pay various business expenses that should have been borne by Caviar. The Court compelled arbitration of Mr. Levin’s individual claims on November 16, 2015 and dismissed the lawsuit in its entirety with prejudice on May 2, 2016. On June 1, 2016, Mr. Levin filed a Notice of Appeal of the Court’s order compelling arbitration with the United States Court of Appeals for the Ninth Circuit. Mr. Levin filed his opening appellate brief regarding the order compelling arbitration of his individual claims on October 7, 2016. The Company filed its answering brief on December 7, 2016, and Mr. Levin filed his reply on December 21, 2016. No hearing date has been set. Mr. Levin also sought an award of penalties pursuant to the Labor Code Private Attorneys General Act of 2004 (PAGA). The parties stipulated that Mr. Levin would no longer pursue this PAGA claim but that it may instead be pursued by a different courier. Subsequently, couriers Nadezhda Rosen and La’Dell Brewster filed a new PAGA-only claim in the Superior Court of the State of California for the County of San Francisco on November 7, 2016. Plaintiffs claim that Caviar misclassified its couriers as independent contractors resulting in numerous violations of the California Labor Code, pursuant to which plaintiffs seek statutory penalties for those violations. In February 2017, the Company participated in a mediation with the parties in these Caviar misclassification suits to explore resolution of the matters at hand. After continued negotiation, the parties reached a preliminary global settlement of these suits, which is subject to final approval by the arbitrator. The Company has made appropriate accruals in the financial statements for the immaterial amounts expected to be paid as settlement.

In addition, from time to time, the Company is involved in various other litigation matters and disputes arising in the ordinary course of business. The Company cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to these other matters. While the Company does not believe, at this time, that any ultimate liability resulting from any of these other matters will have a material adverse effect on the Company's results of operations, financial position, or liquidity, the Company cannot give any assurance regarding the ultimate outcome of these other matters, and their resolution could be material to the Company's operating results for any particular period, depending on the level of income for the period.
SEGMENT AND GEOGRAPHICAL INFORMATION
SEGMENT AND GEOGRAPHIC INFORMATION
SEGMENT AND GEOGRAPHICAL INFORMATION
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (CODM) for purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment.
Revenue
Revenue by geography is based on the billing addresses of the merchants. The following table sets forth revenue by geographic area (in thousands):

 
Three Months Ended March 31,
 
2017
 
2016
Revenue
 
 
 
United States
$
444,899

 
$
367,164

International
16,655

 
12,105

Total net revenue
$
461,554

 
$
379,269



No individual country from the international markets contributed in excess of 10% of total revenue for the three months ended March 31, 2017 and 2016.

Long-Lived Assets
The following table sets forth long-lived assets by geographic area (in thousands):
 
March 31,
2017
 
December 31,
2016
Long-lived assets
 
 
 
United States
$
164,906

 
$
162,118

International
2,605

 
2,675

Total long-lived assets
$
167,511

 
$
164,793

SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION

The supplemental disclosures of cash flow information consist of the following (in thousands):

 
Three Months Ended March 31,
 
2017
 
2016
Supplemental Cash Flow Data:
 
 
 
Cash paid for interest
$
142

 
$
142

Cash paid for income taxes
334

 
220

Supplemental disclosures of non-cash investing and financing activities:
 
 
 
Change in purchases of property and equipment in accounts payable and accrued expenses
(468
)
 
(657
)
Unpaid offering costs related to initial public offering

 
124

Unpaid business acquisition purchase price
400

 

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2016 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods. All intercompany transactions and balances have been eliminated in consolidation. The interim results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and the Consolidated Financial Statements and notes thereto included in Items 7, 7A, and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
As a result of the Company’s adoption of Accounting Standards Update, or ASU, No. 2016-18, Restricted Cash, on January 1, 2017, the Company reclassified changes in restricted cash balances from investing activities in the statement of cash flows to changes in cash, cash equivalents and restricted cash. For the three months ended March 31, 2016, $0.3 million was reclassified from cash outflows from investing activities to changes in cash, cash equivalents and restricted cash.

The presentation of changes in customer funds in the statement of cash flows for the three months ended March 31, 2016 has also been revised for the correction of an immaterial error that was identified during the fourth quarter of 2016 whereby the Company had previously misclassified and reported certain customer funds as cash and cash equivalents rather than classifying these customer funds as a component of current assets impacting operating activities.
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis.

Significant estimates, judgments, and assumptions in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued transaction losses, valuation of the debt component of convertible senior notes, valuation of loans held for sale, goodwill and intangible assets, income taxes, and share-based compensation.

For the three months ended March 31, 2017, the Company had no customer that accounted for greater than 10% of total net revenue. For the three months ended March 31, 2016, the Company had no customer other than Starbucks that accounted for greater than 10% of total net revenue. During the fourth quarter of 2016, Starbucks completed its previously announced transition to another payments solution provider. Accordingly, the Company does not expect transaction-based revenue from Starbucks in the future.

The Company had three third-party processors that represented approximately 42%, 45%, and 10% of settlements receivable as of March 31, 2017. The same three parties represented approximately 52%, 35%, and 10% of settlements receivable as of December 31, 2016.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, settlements receivables, customer funds, and loans held for sale. The associated risk of concentration for cash and cash equivalents and restricted cash is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed federal deposit insurance limits. The associated risk of concentration for marketable securities is mitigated by holding a diversified portfolio of highly rated investments. Settlements receivable are amounts due from well-established payment processing companies and normally take one or two business days to settle which mitigates the associated risk of concentration. The associated risk of concentration for loans held for sale is mitigated by credit evaluations and ongoing performance monitoring of the Company’s customers.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20. The new guidance will replace all current U.S. GAAP guidance on this topic and eliminate all industry specific guidance. The core principal of this new guidance is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company does not plan to early adopt the guidance. The guidance can be adopted either through the full retrospective approach which requires restatement of all periods presented or through a modified retrospective approach which requires a cumulative effect adjustment as of the date of adoption. The modified retrospective approach also requires additional disclosures of the impact of the new guidance to each of the financial statements line items and qualitative explanation of the significant changes between the reported results under the new revenue guidance and the previous revenue guidance. The Company plans to apply the modified retrospective approach in the year of adoption of this guidance and is currently assessing the impact that the adoption of the guidance will have on the consolidated financial statements and related disclosures. The Company is also assessing any financial reporting system changes that would be necessary to implement the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance is intended to improve the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted with certain restrictions. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company does not plan to early adopt this guidance. The Company’s operating leases primarily comprise of office spaces, with the most significant leases relating to corporate headquarters in San Francisco and an office in New York. Based on the Company's initial assessment of its current leases and potential, the Company does not anticipate the adoption of this guidance to have a material impact on its operating results. The Company will continue to evaluate the impact of recording right to use assets and related liabilities on its consolidated balance sheets.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting,
which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance on January 1, 2017. As part of the adoption, the Company elected to account for forfeitures as they occur. As this guidance requires a modified retrospective approach when eliminating the forfeiture rate, the Company recorded an adjustment of $0.7 million to increase accumulated deficit and additional paid-in capital as of January 1, 2017. With respect to classification of excess tax benefits on the Statement of Cash Flows, the Company has elected to apply this guidance on a prospective basis.Thus, the prior periods have not been adjusted. The remaining areas of simplification in this guidance did not have an impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, as part of its simplification initiative. The current guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less a normal profit margin. Under the new guidance, inventory is measured at the lower of cost and net realizable value, which would eliminate the other two options that currently exist for market replacement cost and net realizable value less a normal profit margin. The amendment is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company adopted this new guidance and it did not have any effect on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. This guidance addresses several specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends existing guidance on the recognition of current and deferred income tax impacts for intra-entity asset transfers other than inventory. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this guidance on January 1, 2017, and adjusted its condensed consolidated statements of cash flow for each of the periods presented.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, intangible assets and consolidation. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively on or after the effective dates. The Company is currently evaluating the impact this new guidance may have on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. This guidance modified the concept of impairment assessment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This standard should be adopted when the Company performs its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments should be applied on a prospective basis. The Company does not expect the adoption of this guidance to have a material the impact on the consolidated financial statements and related disclosures.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The estimated fair value and carrying value of the convertible senior notes were as follows (in thousands):
 
March 31, 2017
 
Carrying Value
 
Fair Value (Level 2)
Convertible senior notes
$
345,739

 
$
456,500

Total
$
345,739

 
$
456,500

A summary of loans disclosed at fair value on a recurring basis is as follows (in thousands):

 
March 31, 2017
 
December 31, 2016
 
Carrying Value
 
Fair Value (Level 3)
 
Carrying Value
 
Fair Value (Level 3)
Loans held for sale
$
51,883

 
$
52,319

 
$
42,144

 
$
42,633

Total
$
51,883

 
$
52,319

 
$
42,144

 
$
42,633

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are classified as follows (in thousands):
 
March 31, 2017
 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash and Cash Equivalents:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
337,580

 
$

 
$

 
$
207,168

 
$

 
$

U.S. agency securities

 
27,476

 

 

 

 

Commercial paper

 
42,911

 

 

 
7,496

 

U.S. government securities
24,994

 

 

 

 

 

Corporate bonds

 
1,000

 

 

 

 

Municipal securities

 

 

 

 
1,000

 

Short-term securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
10,015

 

 

 
9,055

 

Corporate bonds

 
35,763

 

 

 
6,980

 

Commercial paper

 
55,352

 

 

 
17,298

 

Municipal securities

 
10,253

 

 

 
8,028

 

U.S. government securities
75,373

 

 

 
18,540

 

 

Long-term securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. agency securities

 
3,601

 

 

 
3,502

 

Corporate bonds

 
25,039

 

 

 
12,914

 

Municipal securities

 
11,141

 

 

 
2,492

 

U.S. government securities
22,930

 

 

 
8,458

 

 

Total
$
460,877

 
$
222,551

 
$

 
$
234,166

 
$
68,765

 
$

INVESTMENTS (Tables)
The Company's short-term and long-term investments as of March 31, 2017 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
10,023

 
$
1

 
$
(9
)
 
$
10,015

Corporate bonds
35,779

 
19

 
(35
)
 
35,763

Commercial paper
55,352

 

 

 
55,352

Municipal securities
10,248

 
9

 
(4
)
 
10,253

U.S. government securities
75,374

 
9

 
(10
)
 
75,373

Total
$
186,776

 
$
38

 
$
(58
)
 
$
186,756

 
 
 
 
 
 
 
 
Long-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
3,601

 
$
3

 
$
(3
)
 
$
3,601

Corporate bonds
25,024

 
23

 
(8
)
 
25,039

Municipal securities
11,142

 
8

 
(9
)
 
11,141

U.S. government securities
22,905

 
28

 
(3
)
 
22,930

Total
$
62,672

 
$
62

 
$
(23
)
 
$
62,711


The Company's short-term and long-term investments as of December 31, 2016 are as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Short-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
9,048

 
$
7

 
$

 
$
9,055

Corporate bonds
17,318

 

 
(20
)
 
17,298

Commercial paper
6,980

 

 

 
6,980

Municipal securities
8,037

 

 
(9
)
 
8,028

U.S. government securities
18,537

 
3

 

 
18,540

Total
$
59,920

 
$
10

 
$
(29
)
 
$
59,901

 
 
 
 
 
 
 
 
Long-term securities:
 
 
 
 
 
 
 
U.S. agency securities
$
3,502

 
$