Block, Inc. 10-Q

Item 1. Financial Statements BLOCK, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) June 30, 2023 December 31, 2022 Assets (Unaudited) Current assets: Cash and cash equivalents $ 4,745,884 $ 4,544,202 Investments in short-term debt securities 1,121,830 1,081,851 Settlements receivable 2,055,298 2,416,324 Customer funds 3,352,656 3,180,324 Consumer receivables, net 1,627,580 1,871,160 Loans held for sale 499,250 474,036 Safeguarding asset related to bitcoin held for other parties 763,516 428,243 Other current assets 1,675,082 1,627,265 Total current assets 15,841,096 15,623,405 Goodwill 11,944,085 11,966,761 Acquired intangible assets, net 1,878,238 2,014,034 Investments in long-term debt securities 297,230 573,429 Operating lease right-of-use assets 282,808 373,172 Other non-current assets 832,467 813,539 Total assets $ 31,075,924 $ 31,364,340 Liabilities and Stockholders’ Equity Current liabilities: Customers payable $ 5,536,418 $ 5,548,656 Settlements payable 323,197 462,505 Accrued expenses and other current liabilities 1,085,584 1,073,516 Current portion of long-term debt (Note 13) — 460,356 Warehouse funding facilities, current 530,321 461,240 Safeguarding obligation liability related to bitcoin held for other parties 763,516 428,243 Total current liabilities 8,239,036 8,434,516 Warehouse funding facilities, non-current 289,849 877,066 Long-term debt (Note 13) 4,114,916 4,109,829 Operating lease liabilities, non-current 315,130 357,419 Other non-current liabilities 347,185 334,155 Total liabilities 13,306,116 14,112,985 Commitments and contingencies (Note 18) Stockholders’ equity: Preferred stock, $ 0.0000001 par value: 100,000 shares authorized at June 30, 2023 and December 31, 2022. None issued and outstanding at June 30, 2023 and December 31, 2022. — — Class A common stock, $ 0.0000001 par value: 1,000,000 shares authorized at June 30, 2023 and December 31, 2022; 548,236 and 539,408 issued and outstanding at June 30, 2023 and December 31, 2022, respectively. — — Class B common stock, $ 0.0000001 par value: 500,000 shares authorized at June 30, 2023 and December 31, 2022; 60,636 and 60,652 issued and outstanding at June 30, 2023 and December 31, 2022, respectively. — — Additional paid-in capital 18,992,590 18,314,681 Accumulated other comprehensive loss ( 537,378 ) ( 523,090 ) Accumulated deficit ( 708,056 ) ( 568,712 ) Total stockholders’ equity attributable to common stockholders 17,747,156 17,222,879 Noncontrolling interests 22,652 28,476 Total stockholders’ equity 17,769,808 17,251,355 Total liabilities and stockholders’ equity $ 31,075,924 $ 31,364,340 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 BLOCK, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue: Transaction-based revenue $ 1,637,654 $ 1,475,707 $ 3,060,359 $ 2,708,676 Subscription and services-based revenue 1,461,497 1,094,856 2,827,721 2,054,413 Hardware revenue 44,922 48,051 82,373 85,377 Bitcoin revenue 2,390,884 1,785,885 4,554,635 3,516,678 Total net revenue 5,534,957 4,404,499 10,525,088 8,365,144 Cost of revenue: Transaction-based costs 950,523 875,762 1,771,310 1,591,998 Subscription and services-based costs 279,223 213,271 543,315 396,128 Hardware costs 74,085 83,494 132,870 147,158 Bitcoin costs 2,346,633 1,744,425 4,460,008 3,431,884 Amortization of acquired technology assets 18,392 17,899 36,900 33,368 Total cost of revenue 3,668,856 2,934,851 6,944,403 5,600,536 Gross profit 1,866,101 1,469,648 3,580,685 2,764,608 Operating expenses: Product development 694,672 524,827 1,321,609 983,051 Sales and marketing 537,607 530,827 1,033,618 1,032,389 General and administrative 549,293 395,720 982,118 839,869 Transaction, loan, and consumer receivable losses 179,771 156,697 307,667 247,847 Bitcoin impairment losses — 35,961 — 35,961 Amortization of customer and other acquired intangible assets 36,865 39,389 73,952 66,053 Total operating expenses 1,998,208 1,683,421 3,718,964 3,205,170 Operating loss ( 132,107 ) ( 213,773 ) ( 138,279 ) ( 440,562 ) Interest expense (income), net ( 3,944 ) 12,966 ( 7,105 ) 28,714 Other expense (income), net 1,379 ( 18,766 ) 19,750 ( 52,238 ) Loss before income tax ( 129,542 ) ( 207,973 ) ( 150,924 ) ( 417,038 ) Provision (benefit) for income taxes ( 3,700 ) 1,304 ( 5,756 ) ( 398 ) Net loss ( 125,842 ) ( 209,277 ) ( 145,168 ) ( 416,640 ) Less: Net loss attributable to noncontrolling interests ( 3,336 ) ( 1,263 ) ( 5,824 ) ( 4,427 ) Net loss attributable to common stockholders $ ( 122,506 ) $ ( 208,014 ) $ ( 139,344 ) $ ( 412,213 ) Net loss per share attributable to common stockholders: Basic $ ( 0.20 ) $ ( 0.36 ) $ ( 0.23 ) $ ( 0.73 ) Diluted $ ( 0.20 ) $ ( 0.36 ) $ ( 0.23 ) $ ( 0.73 ) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 606,692 581,350 604,476 561,501 Diluted 606,692 581,350 604,476 561,501 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BLOCK, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 125,842 ) $ ( 209,277 ) $ ( 145,168 ) $ ( 416,640 ) Net foreign currency translation adjustments (i) 28,716 ( 641,029 ) ( 35,165 ) ( 376,283 ) Net unrealized gain (loss) on marketable debt securities 6,467 ( 7,244 ) 20,877 ( 37,198 ) Total comprehensive loss $ ( 90,659 ) $ ( 857,550 ) $ ( 159,456 ) $ ( 830,121 ) (i) Includes a foreign currency translation adjustment related to goodwill of a $ 24.8 million gain and a $ 22.8 million loss for the three and six months ended June 30, 2023, respectively. Foreign currency translation losses related to goodwill were $ 465.7 million and $ 245.0 million for the three and six months ended June 30, 2022, respectively. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BLOCK, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (In thousands) Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Noncontrolling Total stockholders’ Shares Par value capital loss deficit interests equity Balance at December 31, 2022 600,060 $ — $ 18,314,681 $ ( 523,090 ) $ ( 568,712 ) $ 28,476 $ 17,251,355 Net loss — — — — ( 16,838 ) ( 2,488 ) ( 19,326 ) Shares issued in connection with employee stock plans 3,333 — 6,825 — — — 6,825 Change in other comprehensive loss — — — ( 49,471 ) — — ( 49,471 ) Share-based compensation — — 285,502 — — — 285,502 Balance at March 31, 2023 603,393 $ — $ 18,607,008 $ ( 572,561 ) $ ( 585,550 ) $ 25,988 $ 17,474,885 Net loss — — — — ( 122,506 ) ( 3,336 ) ( 125,842 ) Shares issued in connection with employee stock plans 5,479 — 59,137 — — — 59,137 Change in other comprehensive loss — — — 35,183 — — 35,183 Share-based compensation — — 326,424 — — — 326,424 Issuance of common stock in conjunction with the conversion of convertible notes — — 21 — — — 21 Balance at June 30, 2023 608,872 $ — $ 18,992,590 $ ( 537,378 ) $ ( 708,056 ) $ 22,652 $ 17,769,808 7 Class A and B common stock Additional paid-in Accumulated other comprehensive Accumulated Noncontrolling Total stockholders’ Shares Par value capital income (loss) deficit interests equity Balance at December 31, 2021 464,944 $ — $ 3,317,255 $ ( 16,435 ) $ ( 27,965 ) $ 40,734 $ 3,313,589 Net loss — — — — ( 204,199 ) ( 3,164 ) ( 207,363 ) Shares issued in connection with employee stock plans 2,120 — 4,093 — — — 4,093 Change in other comprehensive income — — — 234,792 — — 234,792 Share-based compensation — — 279,354 — — — 279,354 Tax withholding related to vesting of restricted stock units ( 16 ) — ( 2,456 ) — — — ( 2,456 ) Issuance of common stock in connection with business combination 113,617 — 13,827,929 — — — 13,827,929 Issuance of common stock in conjunction with the conversion of convertible notes 20 — 454 — — — 454 Exercise of bond hedges in conjunction with the conversion of convertible notes ( 1,189 ) — — — — — — Balance at March 31, 2022 579,496 $ — $ 17,426,629 $ 218,357 $ ( 232,164 ) $ 37,570 $ 17,450,392 Net loss — — — — ( 208,014 ) ( 1,263 ) ( 209,277 ) Shares issued in connection with employee stock plans 2,866 — 39,024 — — — 39,024 Change in other comprehensive loss — — — ( 648,273 ) — — ( 648,273 ) Share-based compensation — — 261,342 — — — 261,342 Tax withholding related to vesting of restricted stock units ( 14 ) — ( 1,797 ) — — — ( 1,797 ) Issuance of common stock in connection with the exercise of common stock warrants and convertible notes 3,022 — — — — — — Balance at June 30, 2022 585,370 $ — $ 17,725,198 $ ( 429,916 ) $ ( 440,178 ) $ 36,307 $ 16,891,411 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 BLOCK, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 145,168 ) $ ( 416,640 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 187,718 160,895 Amortization of discounts and premiums and other non-cash adjustments ( 221,679 ) ( 218,185 ) Non-cash lease expense 94,416 47,871 Share-based compensation 598,845 532,061 Loss (gain) on revaluation of equity investments 16,255 ( 44,626 ) Transaction, loan, and consumer receivable losses 307,667 247,847 Bitcoin impairment losses — 35,961 Change in deferred income taxes 39,919 ( 21,374 ) Changes in operating assets and liabilities: Settlements receivable 203,697 ( 428,991 ) Purchases and originations of loans ( 3,770,864 ) ( 2,382,295 ) Proceeds from payments and forgiveness of loans 3,590,923 2,411,683 Customers payable ( 184,570 ) 332,827 Settlements payable ( 139,308 ) 10,325 Other assets and liabilities ( 170,132 ) ( 152,562 ) Net cash provided by operating activities 407,719 114,797 Cash flows from investing activities: Purchases of marketable debt securities ( 423,751 ) ( 383,372 ) Proceeds from maturities of marketable debt securities 656,502 540,914 Proceeds from sale of marketable debt securities 24,874 234,142 Proceeds from maturities of marketable debt securities from customer funds — 73,000 Proceeds from sale of marketable debt securities from customer funds — 316,576 Payments from originations of consumer receivables ( 10,546,501 ) ( 7,543,996 ) Proceeds from principal repayments and sales of consumer receivables 10,933,947 7,688,413 Purchases of property and equipment ( 61,775 ) ( 85,420 ) Purchases of other investments ( 4,397 ) ( 39,448 ) Business combinations, net of cash acquired — 539,474 Net cash provided by investing activities 578,899 1,340,283 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 BLOCK, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued (Unaudited) (In thousands) Six Months Ended June 30, 2023 2022 Cash flows from financing activities: Repayments of Paycheck Protection Program Liquidity Facility advances ( 16,840 ) ( 429,117 ) Payments to redeem convertible notes ( 461,761 ) ( 1,071,788 ) Proceeds from warehouse facilities borrowings 289,418 376,219 Repayments of warehouse facilities borrowings ( 794,384 ) ( 282,550 ) Proceeds from the exercise of stock options and purchases under the employee stock purchase plan 65,962 43,117 Payments for tax withholding related to vesting of restricted stock units — ( 4,253 ) Other financing activities ( 4,320 ) — Net increase in interest-bearing deposits 28,583 53,791 Change in customer funds, restricted from use in the Company's operations 172,332 74,382 Net cash used in financing activities ( 721,010 ) ( 1,240,199 ) Effect of foreign exchange rate on cash and cash equivalents 6,955 ( 35,442 ) Net increase in cash, cash equivalents, restricted cash, and customer funds 272,563 179,439 Cash, cash equivalents, restricted cash, and customer funds, beginning of the period 8,435,906 6,975,090 Cash, cash equivalents, restricted cash, and customer funds, end of the period $ 8,708,469 $ 7,154,529 Reconciliation of cash, cash equivalents, restricted cash, and customer funds: Cash and cash equivalents $ 4,745,884 $ 4,020,466 Short-term restricted cash 536,733 156,984 Long-term restricted cash 73,196 71,702 Customer funds cash and cash equivalents 3,352,656 2,905,377 Total $ 8,708,469 $ 7,154,529 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 10 BLOCK, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( Unaudited ) NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Block, Inc. (together with its subsidiaries, "Block" or the "Company") creates tools that empower businesses, sellers, and individuals to participate in the economy. Block is comprised of two reportable segments, Square and Cash App. Square is a cohesive commerce ecosystem that helps sellers start, run, and grow their businesses, including enabling sellers to accept card payments, provide reporting and analytics, and facilitating next-day settlement. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financial services; engage buyers; build a website or online store; and grow sales. Cash App is an ecosystem of financial products and services to help individuals manage their money by providing financial tools that allow individuals to store, send, receive, spend, save and invest their money. Cash App seeks to redefine the world’s relationship with money by making it more relatable, instantly available, and universally accessible. On January 31, 2022, the Company completed the acquisition of Afterpay Limited (“Afterpay”), a global buy now pay later ("BNPL") platform, to strengthen its position to better deliver compelling financial products and services that expand access to more consumers and drive incremental revenue for merchants of all sizes. See Note 8, Acquisitions for further details. Block was founded in 2009 and has offices globally. The Company does not designate a headquarters location as it adopted a distributed work model in 2021. 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, 2022 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 income (loss), and cash flows for the interim periods. The condensed consolidated financial statements include the financial statements of Block and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest, which is reported as a component of stockholders' equity on the condensed consolidated balance sheets. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, 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 the Consolidated Financial Statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of the Company’s condensed 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 current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis. 11 Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to accrued transaction losses, contingencies, valuation of loans held for sale, valuation of goodwill and acquired intangible assets, determination of allowance for loan loss reserves for loans held for investment, determination of allowance for credit losses for consumer receivables, pre-acquisition contingencies associated with business combinations, allocation of acquired goodwill to segments, assessing the likelihood of adverse outcomes from claims and disputes, income and other taxes, operating and financing lease right-of-use assets and related liabilities, and share-based compensation. The Company's estimates of valuation of loans held for sale, allowance for credit losses associated with consumer receivables, and accrued transaction losses are based on historical experience, adjusted for market data relevant to the current economic environment. The Company will continue to update its estimates as developments occur and additional information is obtained. Refer to Note 5, Fair Value Measurements for further details on amortized cost over fair value of the loans, Note 6, Consumer Receivables, net for further details on consumer receivables, and Note 10, Other Consolidated Balance Sheet Components (Current) for further details on transaction losses. Concentration of Credit Risk For the three and six months ended June 30, 2023 and June 30, 2022, the Company had no customer that accounted for greater than 10% of total net revenue. The Company had three third-party payment processors that represented approximately 43 %, 31 % and 11 % of settlements receivable as of June 30, 2023. As of December 31, 2022, there were two parties that represented approximately 54 % and 31 % of settlements receivable. In both periods, all other third-party payment processors were insignificant. Certain of the Company's products are reliant on third-party service providers such as partner banks, card issuers, and payment service providers. The Company's relationships with third-party service providers may result in operational concentration risks for some of these products. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, settlements receivable, customer funds, consumer receivables, loans held for sale, and loans held for investment. To mitigate the risk of concentration associated with cash and cash equivalents, as well as restricted cash, funds are held with creditworthy institutions and, at certain times, temporarily swept into insured programs overnight to reduce single firm concentration risk. Amounts on deposit may exceed federal deposit insurance limits. The associated risk of concentration for marketable debt 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 and consumer receivables is partially mitigated by credit evaluations that are performed prior to facilitating the offering of loans and receivables and ongoing performance monitoring of the Company’s loan customers. Sales and Marketing Expenses Advertising costs are expensed as incurred and in cluded in sales and marketing expenses on the condensed consolidated statements of operations. Total advertising costs wer e $ 116.1 million and $ 205.2 million for the three and six months ended June 30, 2023, respectively, compared to $ 157.7 million and $ 314.0 million for the three and six months ended June 30, 2022, respectively. The Company also records services, incentives, and other costs to acquire customers that are not directly related to a revenue generating transaction as sales and marketing expenses, as the Company considers these to be marketing costs to encourage the usage of Cash App. These expenses include, but are not limited to, Cash App peer-to-peer processing costs and related transaction losses, card issuance costs, customer referral bonuses, and promotional giveaways. These costs are expensed as incurred. The Company recorded $ 235.3 million and $ 479.1 million for the three and six months ended June 30, 2023, respectively, compared to $ 205.6 million and $ 407.9 million for the three and six months ended June 30, 2022, respectively, for such expenses. 12 Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2022, the Financial Accounting Standards Board ("FASB") issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method ("ASU 2022-01") related to the portfolio layer method of hedge accounting. The amendments allow nonprepayable financial assets to be included in a closed portfolio hedge using the portfolio layer method. ASU 2022-01 also allows for multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. The Company adopted this guidance effective January 1, 2023, and has applied the guidance prospectively. The adoption of this guidance did not have a material impact on the Company's financial statements and related disclosures. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) related to troubled debt restructuring and vintage disclosures for financing receivables. The amendments eliminate recognition and measurement guidance for troubled debt restructurings for creditors and requires entities to evaluate if the modification represents a new loan or a continuation of the existing loan. ASU 2022-02 also enhances disclosure requirements for certain loan refinancing and restructurings made to borrowers experiencing financial difficulty and requires disclosure of current period write-offs by year of origination for financing receivables. The Company adopted this guidance effective January 1, 2023, and has applied the guidance prospectively. The adoption of this guidance did not have a material impact on the Company's financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03") related to equity securities. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. An entity is prohibited from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 also requires specific disclosures related to equity securities that are subject to contractual restrictions, including the fair value of such equity securities, the nature and remaining duration of the corresponding restrictions, and any circumstances that could cause a lapse in the restrictions. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption to have a material impact on the Company's financial statements. NOTE 2 - REVENUE The following table presents the Company's net revenue disaggregated by revenue source (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue from contracts with customers: Transaction-based revenue $ 1,637,654 $ 1,475,707 $ 3,060,359 $ 2,708,676 Subscription and services-based revenue 1,071,395 799,740 2,110,008 1,524,485 Hardware revenue 44,922 48,051 82,373 85,377 Bitcoin revenue 2,390,884 1,785,885 4,554,635 3,516,678 Revenue from other sources: Subscription and services-based revenue (i) 390,102 295,116 717,713 529,928 Total net revenue $ 5,534,957 $ 4,404,499 $ 10,525,088 $ 8,365,144 (i) Subscription and services-based revenue generated from Consumer and Commercial loans. 13 NOTE 3 - INVESTMENTS IN DEBT SECURITIES The Company's short-term and long-term investments as of June 30, 2023 were as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 125,673 $ 5 $ ( 2,303 ) $ 123,375 Corporate bonds 311,245 2 ( 5,706 ) 305,541 Commercial paper 16,586 — — 16,586 Municipal securities 5,585 — ( 44 ) 5,541 Certificates of deposit 157,500 — — 157,500 U.S. government securities 512,339 13 ( 7,186 ) 505,166 Foreign government securities 8,262 — ( 141 ) 8,121 Total $ 1,137,190 $ 20 $ ( 15,380 ) $ 1,121,830 Long-term debt securities: U.S. agency securities $ 29,682 $ — $ ( 1,141 ) $ 28,541 Corporate bonds 72,120 15 ( 1,452 ) 70,683 Municipal securities 10,905 — ( 523 ) 10,382 U.S. government securities 194,117 — ( 6,493 ) 187,624 Foreign government securities — — — — Total $ 306,824 $ 15 $ ( 9,609 ) $ 297,230 The Company's short-term and long-term investments as of December 31, 2022 were as follows (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term debt securities: U.S. agency securities $ 96,545 $ 16 $ ( 2,120 ) $ 94,441 Corporate bonds 368,110 2 ( 7,475 ) 360,637 Commercial paper 31,503 — — 31,503 Municipal securities 9,884 — ( 191 ) 9,693 Certificates of deposit 6,400 — — 6,400 U.S. government securities 580,568 6 ( 8,937 ) 571,637 Foreign government securities 7,795 — ( 255 ) 7,540 Total $ 1,100,805 $ 24 $ ( 18,978 ) $ 1,081,851 Long-term debt securities: U.S. agency securities $ 74,097 $ — $ ( 3,782 ) $ 70,315 Corporate bonds 245,891 6 ( 9,171 ) 236,726 Municipal securities 10,415 3 ( 664 ) 9,754 U.S. government securities 268,902 — ( 13,210 ) 255,692 Foreign government securities 1,000 — ( 58 ) 942 Total $ 600,305 $ 9 $ ( 26,885 ) $ 573,429 14 The amortized cost of investments classified as cash equivalents approximated the fair value due to the short-term nature of the investments. The Company's gross unrealized losses and fair values for those investments that were in an unrealized loss position as of June 30, 2023 and December 31, 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position, were as follows (in thousands): June 30, 2023 Less than 12 Months Greater than 12 Months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 31,429 $ ( 77 ) $ 81,787 $ ( 2,226 ) $ 113,216 $ ( 2,303 ) Corporate bonds 31,531 ( 136 ) 269,500 ( 5,570 ) 301,031 ( 5,706 ) Municipal securities — — 4,941 ( 44 ) 4,941 ( 44 ) U.S. government securities 194,642 ( 771 ) 269,263 ( 6,415 ) 463,904 ( 7,186 ) Foreign government securities — — 8,121 ( 141 ) 8,121 ( 141 ) Total $ 257,602 $ ( 984 ) $ 633,612 $ ( 14,396 ) $ 891,213 $ ( 15,380 ) Long-term debt securities: U.S. agency securities $ 10,613 $ ( 72 ) $ 17,928 $ ( 1,069 ) $ 28,541 $ ( 1,141 ) Corporate bonds 22,584 ( 169 ) 43,968 ( 1,283 ) 66,552 ( 1,452 ) Municipal securities 1,436 ( 64 ) 8,946 ( 459 ) 10,382 ( 523 ) U.S. government securities 87,631 ( 634 ) 99,993 ( 5,859 ) 187,623 ( 6,493 ) Foreign government securities — — — — — — Total $ 122,264 $ ( 939 ) $ 170,835 $ ( 8,670 ) $ 293,098 $ ( 9,609 ) December 31, 2022 Less than 12 Months Greater than 12 Months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Short-term debt securities: U.S. agency securities $ 8,572 $ ( 24 ) $ 84,628 $ ( 2,096 ) $ 93,200 $ ( 2,120 ) Corporate bonds 34,795 ( 423 ) 320,748 ( 7,052 ) 355,543 ( 7,475 ) Municipal securities 587 ( 13 ) 5,811 ( 178 ) 6,398 ( 191 ) U.S. government securities 146,974 ( 839 ) 394,880 ( 8,098 ) 541,854 ( 8,937 ) Foreign government securities — — 7,540 ( 255 ) 7,540 ( 255 ) Total $ 190,928 $ ( 1,299 ) $ 813,607 $ ( 17,679 ) $ 1,004,535 $ ( 18,978 ) Long-term debt securities: U.S. agency securities $ 11,501 $ ( 20 ) $ 58,814 $ ( 3,762 ) $ 70,315 $ ( 3,782 ) Corporate bonds 33,862 ( 262 ) 201,791 ( 8,909 ) 235,653 ( 9,171 ) Municipal securities 467 ( 33 ) 8,784 ( 631 ) 9,251 ( 664 ) U.S. government securities 54,405 ( 590 ) 201,288 ( 12,620 ) 255,693 ( 13,210 ) Foreign government securities — — 942 ( 58 ) 942 ( 58 ) Total $ 100,235 $ ( 905 ) $ 471,619 $ ( 25,980 ) $ 571,854 $ ( 26,885 ) 15 The Company does not intend to sell nor anticipate that it will be required to sell these securities before recovery of the amortized cost basis. Unrealized losses on available-for-sale debt securities were determined not to be related to credit losses, therefore, an allowance for credit losses is not required. The contractual maturities of the Company's short-term and long-term investments as of June 30, 2023 were as follows (in thousands): Amortized Cost Fair Value Due in one year or less $ 1,137,190 $ 1,121,830 Due in one to five years 306,824 297,230 Total $ 1,444,014 $ 1,419,060 NOTE 4 - CUSTOMER FUNDS The following table presents the assets underlying customer funds (in thousands): June 30, 2023 December 31, 2022 Cash $ 2,010,707 $ 1,748,983 Customer funds in transit (i) 59,517 — Cash equivalents: Money market funds 578,778 851,296 Reverse repurchase agreement (ii) 703,654 580,045 Total customer funds $ 3,352,656 $ 3,180,324 (i) The customer funds in transit were received subsequent to June 30, 2023. (ii) The Company has accounted for the reverse repurchase agreement with a third-party as an overnight lending arrangement, collateralized by the securities subject to the repurchase agreement. The Company classified the amounts due from the counterparty as cash equivalents due to their short-term nature. NOTE 5 - FAIR VALUE MEASUREMENTS The Company measures its cash equivalents, customer funds, short-term and long-term marketable debt securities, and marketable equity investments at fair value. The Company classifies these 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 measures its safeguarding obligation liability related to bitcoin held for other parties at the fair value of the bitcoin that the Company holds for other parties and classifies the liability within Level 2 because the Company uses observable market prices of the underlying bitcoin as an input for the valuation. The Company also classifies its safeguarding asset related to bitcoin held for other parties within Level 2, unless the asset's carrying amount is adjusted to reflect any actual or potential safeguarding loss events, in which case it would be classified within Level 3. The Company was not aware of any actual or possible safeguarding loss events as of June 30, 2023 or December 31, 2022. 16 The Company’s assets and liabilities that are measured at fair value on a recurring basis were classified as follows (in thousands): June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,236,763 $ — $ — $ 1,230,924 $ — $ — U.S. agency securities — — — — 7,923 — Commercial paper — 50,815 — — 25,080 — Restricted cash: Money market funds 209,373 — — — — — Customer funds: Money market funds 578,778 — — 851,296 — — Reverse repurchase agreement 703,654 — — 580,045 — — Short-term debt securities: U.S. government securities 505,166 — — 571,637 — — Corporate bonds — 305,541 — — 360,637 — U.S. agency securities — 123,375 — — 94,441 — Certificates of deposit — 157,500 — — 6,400 — Commercial paper — 16,586 — — 31,503 — Municipal securities — 5,541 — — 9,693 — Foreign government securities — 8,121 — — 7,540 — Long-term debt securities: U.S. government securities 187,624 — — 255,692 — — Corporate bonds — 70,683 — — 236,726 — U.S. agency securities — 28,541 — — 70,315 — Municipal securities — 10,382 — — 9,754 — Foreign government securities — — — — 942 — Other: Investment in marketable equity securities 10,047 — — 11,092 — — Safeguarding asset related to bitcoin held for other parties — 763,516 — — 428,243 — Safeguarding obligation liability related to bitcoin held for other parties — ( 763,516 ) — — ( 428,243 ) — Total assets (liabilities) measured at fair value $ 3,431,405 $ 777,085 $ — $ 3,500,686 $ 860,954 $ — The carrying amounts of certain financial instruments, including settlements receivable, consumer receivables, loans held for investment, accounts payable, customers payable, accrued expenses, and settlements payable, approximate their fair values due to their short-term nature. The carrying amounts of the Company's warehouse funding facilities approximate their fair values. 17 The Company estimates the fair value of its convertible and 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 and senior notes were as follows (in thousands): June 30, 2023 December 31, 2022 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) 2031 Senior Notes $ 988,863 $ 816,197 $ 988,171 $ 782,857 2026 Senior Notes 991,799 903,835 990,414 885,876 2027 Convertible Notes 569,194 436,572 568,535 433,082 2026 Convertible Notes 570,157 473,162 569,315 464,066 2025 Convertible Notes 994,903 934,740 993,394 943,188 2023 Convertible Notes — — 460,356 480,925 Total $ 4,114,916 $ 3,564,506 $ 4,570,185 $ 3,989,994 The estimated fair value and carrying value of loans held for sale and loans held for investment were as follows (in thousands): June 30, 2023 December 31, 2022 Carrying Value Fair Value (Level 3) Carrying Value Fair Value (Level 3) Loans held for sale $ 499,250 $ 483,568 $ 474,036 $ 491,807 Loans held for investment 224,306 235,242 123,959 126,122 Total $ 723,556 $ 718,810 $ 597,995 $ 617,929 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 and six months ended June 30, 2023 and June 30, 2022, the Company did not have any transfers in or out of Level 1, Level 2, or Level 3 assets or liabilities. NOTE 6 - CONSUMER RECEIVABLES, NET Consumer receivables represent amounts due from consumers for outstanding installment payments on orders processed on the Company's BNPL platform. Consumer receivables are classified as held for investment. These receivables are typically interest free and are generally due within 14 to 56 days. The Company closely monitors credit quality for consumer receivables to manage and evaluate its related exposure to credit risk. The criteria the Company monitors when assessing the credit quality and risk of its consumer receivables portfolio is primarily based on internal risk assessments, as they provide insight into customer risk profiles and are useful as indicators of potential future credit losses. Consumer receivables are internally rated as "Pass" or "Classified." Pass rated consumer receivables generally consist of consumer receivables that are current or up to 60 days past due. Classified consumer receivables are generally comprised of consumer receivables that are greater than 60 days past due and have a higher risk of default. Internal risk ratings are reviewed and, generally, updated at least once a year. As of June 30, 2023, the amortized cost of Pass rated consumer receivables was $ 1.7 billion and the amount of Classified consumer receivables was less than $ 0.1 billion. 18 The following table presents an aging analysis of the amortized cost of consumer receivables by delinquency status (in thousands): June 30, 2023 December 31, 2022 Non-delinquent loans $ 1,463,804 $ 1,643,874 1 - 60 days past due 221,029 295,830 61 - 90 days past due 22,489 20,612 90+ days past due 74,030 62,134 Total amortized cost $ 1,781,352 $ 2,022,450 The amount listed as 1 - 60 days past due in the above table includes $ 155.6 million and $ 224.9 million of cash in transit as of June 30, 2023 and December 31, 2022, respectively, which reflects ongoing repayments from consumers that have been sent from consumers’ bank accounts but have not yet been received at the Company’s bank account as of the date of the financial statements. This cash in transit as of June 30, 2023 and December 31, 2022 represents 8.7 % and 11.1 %, respectively, of the total amortized cost of consumer receivables. For consumer receivables, an allowance for credit losses is determined based on the probability of a default event occurring over the life of the receivables. When a consumer has not paid by the due date, it is an indication that credit risk has increased. As a result, the allowance for credit losses for that receivable is measured at an amount equal to the lifetime allowance for credit losses for increased credit risk. Lifetime allowance for credit losses is the expected credit losses that result from all possible default events over the expected life of the receivables. The allowance for credit losses on consumer receivables is a valuation account that is deducted from the carrying value of the consumer receivables. Consumer receivables are charged off when they are over 180 days past due and the Company has no reasonable expectation of recovery. When consumer receivables are charged off, the Company recognizes the charge against the allowance for credit losses. While the Company expects collections at that point to be unlikely, the Company may recover amounts from the respective consumers. Any subsequent recoveries following charge-off are credited to transaction, loan, and consumer receivable losses on the condensed consolidated statements of operations in the period they were recovered. The amount of recoveries for the three and six months ended June 30, 2023 and June 30, 2022 were immaterial. 19 The following table summarizes activity in the allowance for credit losses subsequent to the acquisition of Afterpay (in thousands): Three Months Ended June 30, 2023 2022 Allowance for credit losses, beginning of the period $ 141,535 $ 109,824 Provision for credit losses 69,053 59,493 Charge-offs and other adjustments ( 57,338 ) ( 34,616 ) Foreign exchange effect 522 ( 13,122 ) Allowance for credit losses, end of the period $ 153,772 $ 121,579 Six Months Ended June 30, 2023 From Acquisition on January 31, 2022 to June 30, 2022 Allowance for credit losses, beginning of the period (i) $ 151,290 $ 115,552 Provision for credit losses 112,184 97,570 Charge-offs and other adjustments ( 109,761 ) ( 88,397 ) Foreign exchange effect 59 ( 3,146 ) Allowance for credit losses, end of the period $ 153,772 $ 121,579 (i) Consumer receivables acquired from Afterpay that reflected a more-than-insignificant deterioration of credit from origination were considered purchased credit deteriorated ("PCD") receivables. For PCD consumer receivables, the initial estimate of expected credit losses was recognized in the allowance for credit losses on the date of acquisition using the same methodology as other consumer receivables. NOTE 7 - LOANS HELD FOR INVESTMENT AND SALE Loans Held for Investment In April 2021, the Company began originating loans in the U.S. through its wholly-owned subsidiary bank, Square Financial Services ("SFS"). The Company sells the majority of the loans to institutional investors with a portion retained on its balance sheet. Loans retained by the Company are classified as held for investment as the Company has both the intent and ability to hold them for the foreseeable future, until maturity, or until payoff. The Company’s intent and ability in the future may change based on changes in business strategies, the economic environment, and market conditions. As of June 30, 2023 and December 31, 2022, the Company held $ 224.3 million and $ 124.0 million, respectively, as loans held for investment, net of allowance, included in other current assets on the condensed consolidated balance sheets. Refer to Note 10, Other Consolidated Balance Sheet Components (Current) for more details. Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, premiums or discounts on purchased loans and charge-offs. The allowance for loan losses and amount of charge offs recorded as of June 30, 2023 and December 31, 2022 were all immaterial. The Company considers loans that are greater than 60 days past due to be delinquent, and loans 90 days or more past due to be nonperforming. Loans that are 120 days or more past due are generally considered to be uncollectible and are written off. When a loan is identified as nonperforming, recognition of income is discontinued. Loans are restored to performing status after total overdue unpaid amounts are repaid and the Company has reasonable assurance that performance under the terms of the loan will continue. As of June 30, 2023, the amount of loans that were identified as nonperforming loans was immaterial. 20 The Company closely monitors economic conditions and loan performance trends to assess and manage its exposure to credit risk. The criteria the Company monitors when assessing the credit quality and risk of its loan portfolio is primarily based on internal risk ratings, as they provide insight into borrower risk profiles and are useful as indicators of potential future credit losses. Loans are internally rated as "Pass" or "Classified". Pass rated loans generally consist of loans that are current or up to 60 days past due. Classified loans generally comprise of loans that are 60 days or greater past due and have a higher risk of default. Internal risk ratings are reviewed and, generally, updated at least once a year. As of June 30, 2023, the amortized cost of Pass rated loans was $ 234.6 million and the amount of Classified loans was immaterial. Loans Held for Sale The Company classifies loans as held for sale when there is an available market for such loans and it is the Company’s intent to sell all of its rights, title, and interest in these loans to third-party investors. Loans held for sale primarily include Square Loans and Cash App Borrow products. Square Loans are loans facilitated by SFS to qualified Square sellers, while Cash App Borrow is a credit product for consumers that allows customers to access short-term loans for a small fee. Loans held for sale are recorded at the lower of amortized cost or fair value. As of June 30, 2023 and December 31, 2022 the Company had $ 499.3 million and $ 474.0 million, respectively, of loans held for sale, as disclosed in the Company's condensed consolidated balance sheets. The Company aggregates loans held for sale by the intended customer of the loan product. Commercial loans held for sale include Square Loans, Consumer loans held for sale include loans initiated through Cash App Borrow, and Other loans held for sale include loans outside of consumer and commercial loans. The following table presents the Company’s loans held for sale aggregated by category as of June 30, 2023 (in thousands): June 30, 2023 December 31, 2022 Commercial $ 319,203 $ 327,449 Consumer 158,574 120,870 Other 21,473 25,717 Total $ 499,250 $ 474,036 21 NOTE 8 - ACQUISITIONS Afterpay On January 31, 2022 (February 1, 2022 Australian Eastern Daylight Time), the Company completed the acquisition of Afterpay, a global BNPL platform. In connection with the acquisition, the Company issued 113,617,352 shares of the Company’s Class A common stock. The shares issued included a deemed vested component of outstanding employee awards, based on the ratio of time served in relation to the vesting term of each award, with the unvested portion being replaced with Block’s unvested replacement awards, with the same terms. The aggregate fair value of the shares issued was $ 13.8 billion based on the closing price of the Company’s Class A common stock on the acquisition date, of which $ 66.3 million was attributed to acceleration of various share-based arrangements and was accounted for as an expense immediately post-acquisition, included as a component of general and administrative expenses in the condensed consolidated statement of operations. As of the completion of the acquisition, certain convertible notes with an outstanding principal amount of AU $ 1.5 billion (U.S. $ 1.1 billion based on the closing exchange rate on the acquisition date) remained outstanding, and were redeemed on March 4, 2022. As of December 31, 2022, the Company's purchase price allocation was complete and the measurement period was closed. The table below summarizes the consideration paid for Afterpay and the assessment of the fair value of the assets acquired and liabilities assumed at the closing date (in thousands, except share data): Consideration: Stock ( 113,617,352 shares of Class A common stock, excluding value accounted as post-combination expense of $ 66,337 ) $ 13,827,929 Cash paid to settle tax withholding in connection with replacement awards 8,693 Total $ 13,836,622 Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets (inclusive of cash, cash equivalents, and restricted cash acquired) $ 653,709 Consumer receivables 1,245,508 Intangible customer assets 1,378,000 Intangible technology assets 239,000 Intangible trade name 386,000 Other non-current assets 74,232 Long-term debt - current (i) ( 1,058,065 ) Current liabilities ( 439,358 ) Warehouse funding facilities (ii) ( 107,996 ) Deferred tax liabilities ( 190,689 ) Other non-current liabilities ( 63,213 ) Total identifiable net assets acquired 2,117,128 Goodwill 11,719,494 Total $ 13,836,622 (i) Long-term debt - current is comprised of the aforementioned Afterpay convertible notes, which were redeemed in cash at face value on March 4, 2022. (ii) Refer to Note 13, Indebtedness for further details. 22 NOTE 9 - ACQUIRED INTANGIBLE ASSETS The following tables present the detail of acquired intangible assets as of the periods presented (in thousands): Balance at June 30, 2023 Weighted Average Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology assets 5 years $ 385,010 $ ( 164,446 ) $ 220,564 Customer assets 15 years 1,462,035 ( 158,695 ) 1,303,340 Trade names 9 years 426,489 ( 79,425 ) 347,064 Other 9 years 13,299 ( 6,029 ) 7,270 Total $ 2,286,833 $ ( 408,595 ) $ 1,878,238 Balance at December 31, 2022 Weighted Average Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology assets 5 years $ 398,665 $ ( 133,116 ) $ 265,549 Customer assets 15 years 1,474,163 ( 110,316 ) 1,363,847 Trade names 9 years 434,766 ( 58,352 ) 376,414 Other 9 years 13,701 ( 5,477 ) 8,224 Total $ 2,321,295 $ ( 307,261 ) $ 2,014,034 All intangible assets are amortized over their estimated useful lives. The changes to the carrying value of intangible assets were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Acquired intangible assets, net, beginning of the period $ 1,949,086 $ 2,275,199 $ 2,014,034 $ 257,049 Acquisitions — 3,490 — 2,028,490 Amortization expense ( 55,257 ) ( 57,288 ) ( 110,852 ) ( 99,421 ) Foreign currency translation and other adjustments ( 15,591 ) ( 73,323 ) ( 24,944 ) ( 38,040 ) Acquired intangible assets, net, end of the period $ 1,878,238 $ 2,148,078 $ 1,878,238 $ 2,148,078 The estimated future amortization expense of intangible assets in future periods as of June 30, 2023 was as follows (in thousands): Remainder of 2023 $ 108,989 2024 214,611 2025 207,784 2026 193,717 2027 146,962 Thereafter 1,006,175 Total $ 1,878,238 23 NOTE 10 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (CURRENT) Other Current Assets The following table presents the detail of other current assets (in thousands): June 30, 2023 December 31, 2022 Inventory, net $ 97,949 $ 97,703 Restricted cash (i) 536,733 639,780 Processing costs receivable 356,741 298,568 Prepaid expenses 140,205 141,262 Accounts receivable, net 125,509 140,508 Loans held for investment, net of allowance for loan losses (ii) 224,306 123,959 Other 193,639 185,485 Total $ 1,675,082 $ 1,627,265 (i) Includes a portion invested in money market funds. Refer to Note 5, Fair Value Measurements for further details . (ii) Refer to Note 7, Loans Held for Investment and Sale for further details . Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities (in thousands): June 30, 2023 December 31, 2022 Accrued expenses $ 393,897 $ 382,571 Accounts payable 89,551 95,846 Customer deposits 170,475 141,893 Accrued transaction losses (i) 62,758 64,539 Accrued royalties 79,573 63,684 Operating lease liabilities, current 57,579 66,854 Other 231,751 258,129 Total $ 1,085,584 $ 1,073,516 (i) The Company is exposed to potential credit losses related to transactions processed by sellers that are subsequently subject to chargebacks when the Company is unable to collect from the sellers primarily due to insolvency. Generally, the Company estimates the potential loss rates based on historical experience that is continuously adjusted for new information and incorporates, where applicable, reasonable and supportable forecasts about future expectations. The following table summarizes the activities of the Company’s reserve for transaction losses (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Accrued transaction losses, beginning of the period $ 62,085 $ 53,659 $ 64,539 $ 55,167 Provision for transaction losses 24,260 28,298 49,202 49,019 Charge-offs to accrued transaction losses ( 23,587 ) ( 20,122 ) ( 50,983 ) ( 42,351 ) Accrued transaction losses, end of the period $ 62,758 $ 61,835 $ 62,758 $ 61,835 24 In addition to amounts reflected in the table above, the Company recognized additional provision for transaction losses that was realized and written-off within the same period. The Company recorded $ 120.4 million and $ 226.2 million for the three and six months ended June 30, 2023, respectively, for such losses. The Company recorded $ 124.3 million and $ 211.7 million for the three and six months ended June 30, 2022, respectively, for such losses. NOTE 11 - OTHER CONSOLIDATED BALANCE SHEET COMPONENTS (NON-CURRENT) Other Non-Current Assets The following table presents the detail of other non-current assets (in thousands): June 30, 2023 December 31, 2022 Property and equipment, net $ 327,869 $ 329,302 Investment in non-marketable equity securities (i) 205,217 208,880 Investment in bitcoin, net (ii) 102,479 102,303 Restricted cash 73,196 71,600 Other 123,706 101,454 Total $ 832,467 $ 813,539 (i) Investment in non-marketable equity securities represents the Company's investments in equity of non-public entities. These investments are measured using the measurement alternative and are therefore carried at cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments are recorded within other expense (income), net on the condensed consolidated statements of operations. Unrealized gains and losses were immaterial as of June 30, 2023. (ii) As of June 30, 2023, the Company has purchased a cumulative $ 220.0 million in bitcoin for investment purposes. Investment in bitcoin is accounted for as an indefinite-lived intangible asset, and does not include any bitcoin held for other parties, which is further described in Note 12, Bitcoin Held for Other Parties . Investment in bitcoin is subject to impairment losses if the fair value of bitcoin decreases below the carrying value during the assessed period. Impairment losses cannot be recovered for any subsequent increase in fair value until the sale of the asset. The Company recorded no impairment losses in the three and six months ended June 30, 2023. As of June 30, 2023, the cumulative impairment charges to date were $ 117.7 million and the fair value of the investment in bitcoin was $ 244.6 million based on observable market prices, which was $ 142.1 million in excess of the Company's carrying value of $ 102.5 million after impairment charges. NOTE 12 - BITCOIN HELD FOR OTHER PARTIES The Company allows its Cash App customers to store their bitcoin in the Company’s digital wallets free of charge. The Company also holds an immaterial amount of bitcoin from select trading partners to facilitate bitcoin transactions for customers on Cash App. Other than bitcoin, the Company does not hold or store any other types of crypto-assets for customers or trading partners. The Company holds the cryptographic key information and maintains the internal recordkeeping of the bitcoin held for other parties. The Company's contractual arrangements state that its customers and trading partners retain legal ownership of the bitcoin; have the right to sell, pledge, or transfer the bitcoin; and also benefit from the rewards and bear the risks associated with the ownership, including as a result of any bitcoin price fluctuations. The customer also bears the risk of loss as a result of fraud or theft, unless the loss was caused by the Company’s gross negligence or the Company’s willful misconduct. The Company does not use any of the bitcoin custodied for customers or trading partners as collateral for any of the Company’s loans or other financing arrangements; nor does it lend or pledge bitcoin held for others to any third parties. The Company occasionally engages third-party custodians to store and safeguard bitcoin on the Company's behalf. As of June 30, 2023, an immaterial amount of the bitcoin was held by third-party custodians on the Company's behalf. 25 The Company records a bitcoin safeguarding obligation liability and a corresponding bitcoin safeguarding asset based on the fair value of the bitcoin held for other parties at each reporting date in accordance with Staff Accounting Bulletin No. 121 ( "SAB 121"). The Company was not aware of any actual or possible safeguarding loss events as of June 30, 2023 or December 31, 2022, and accordingly, the bitcoin safeguarding obligation liability and the associated bitcoin safeguarding asset were recorded at the same value. The following table summarizes the Company’s bitcoin held for other parties (in thousands, except number of bitcoin): June 30, 2023 December 31, 2022 Approximate number of bitcoin held for customers 25,058 25,850 Approximate number of bitcoin held for trading partners — 62 Total approximate number of bitcoin held for other parties 25,058 25,912 Safeguarding obligation liability related to bitcoin held for customers $ 763,516 $ 427,221 Safeguarding obligation liability related to bitcoin held for trading partners — 1,022 Safeguarding obligation liability related to bitcoin held for other parties $ 763,516 $ 428,243 Safeguarding asset related to bitcoin held for other parties $ 763,516 $ 428,243 NOTE 13 - INDEBTEDNESS A) Notes The 2023 Convertible Notes, 2025 Convertible Notes, 2026 Convertible Notes, and 2027 Convertible Notes (each, as defined below, and collectively, the “Convertible Notes”), together with the Senior Notes (as defined below), are collectively referred to as the “Notes.” The net carrying amount of the Notes as of June 30, 2023 were as follows (in thousands): Principal Outstanding Unamortized Debt Issuance Costs Net Carrying Value 2031 Senior Notes $ 1,000,000 $ ( 11,137 ) $ 988,863 2026 Senior Notes 1,000,000 ( 8,201 ) 991,799 2027 Convertible Notes 575,000 ( 5,806 ) 569,194 2026 Convertible Notes 575,000 ( 4,843 ) 570,157 2025 Convertible Notes 1,000,000 ( 5,097 ) 994,903 Total $ 4,150,000 $ ( 35,084 ) $ 4,114,916 26 The net carrying amount of the Notes as of December 31, 2022 were as follows (in thousands): Principal Outstanding Unamortized Debt Issuance Costs Net Carrying Value 2031 Senior Notes $ 1,000,000 $ ( 11,829 ) $ 988,171 2026 Senior Notes 1,000,000 ( 9,586 ) 990,414 2027 Convertible Notes 575,000 ( 6,465 ) 568,535 2026 Convertible Notes 575,000 ( 5,685 ) 569,315 2025 Convertible Notes 1,000,000 ( 6,606 ) 993,394 2023 Convertible Notes (i) 460,630 ( 274 ) 460,356 Total $ 4,610,630 $ ( 40,445 ) $ 4,570,185 (i) Net carrying value disclosed as current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet. The Company recognized interest expense on the Notes as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 16,437 $ 16,700 $ 32,932 $ 33,166 Amortization of debt issuance costs 2,651 2,738 5,360 5,442 Total $ 19,088 $ 19,438 $ 38,292 $ 38,608 Convertible Notes due in 2026 and 2027 On November 13, 2020, the Company issued an aggregate principal amount of $ 1.2 billion of convertible senior notes comprised of $ 575.0 million of convertible senior notes due 2026 ("2026 Convertible Notes") and $ 575.0 million of convertible senior notes due 2027 ("2027 Convertible Notes"). The 2026 Convertible Notes mature on May 1, 2026, unless earlier converted or repurchased, and bear a zero rate of interest. The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25 % payable semi-annually on May 1 and November 1 of each year. The circumstances to allow the holders to convert their 2026 Convertible Notes and 2027 Convertible Notes were not met during the six months ended June 30, 2023. As of June 30, 2023, no principal had converted and the if-converted value did not exceed the outstanding principal amount on either the 2026 Convertible Notes or 2027 Convertible Notes. Convertible Notes due in 2025 On March 5, 2020, the Company issued an aggregate principal amount of $ 1.0 billion of convertible senior notes ("2025 Convertible Notes"). The 2025 Convertible Notes mature on March 1, 2025, unless earlier converted or repurchased, and bear interest at a rate of 0.125 % payable semi-annually on March 1 and September 1 of each year. The circumstances to allow the holders to convert their 2025 Convertible Notes were not met during the six months ended June 30, 2023. As of June 30, 2023, certain holders of the 2025 Convertible Notes had converted an immaterial aggregate principal amount of their 2025 Convertible Notes. The Company has settled the conversions through the issuance of an immaterial amount of shares of the Company's Class A common stock. As of June 30, 2023, the if-converted value of the 2025 Convertible Notes did not exceed the outstanding principal amount. 27 Convertible Notes due in 2023 On May 25, 2018, the Company issued an aggregate principal amount of $ 862.5 million of convertible senior notes ("2023 Convertible Notes"). As of the maturity date on May 15, 2023, certain holders of the 2023 Convertible Notes had converted an aggregate principal amount of $ 401.9 million of their 2023 Convertible Notes, none of which was converted in the six months ended June 30, 2023. The Company settled the conversions through the issuance of 5.2 million shares of the Company's Class A common stock and paid a total of $ 461.8 million in cash to settle the remaining unconverted principal balance, and interest, as of May 15, 2023. Convertible Note Hedge and Warrant Transactions In connection with the offering of the 2023 Convertible Notes, the Company entered into convertible note hedge transactions ("2023 Convertible Note Hedges") with certain financial institution counterparties ("2023 Note Hedge Counterparties") whereby the Company had the option to purchase a total of approximately 11.1 million shares of its Class A common stock at a price of approximately $ 77.85 per share. The total cost of the 2023 Convertible Note Hedges was $ 172.6 million. In addition, the Company sold warrants ("2023 Warrants") to the 2023 Note Hedge Counterparties whereby the 2023 Note Hedge Counterparties has the option to purchase a total of 11.1 million shares of the Company’s Class A common stock at a price of approximately $ 109.26 per share. The Company received $ 112.1 million in cash proceeds from the sale of the 2023 Warrants. Taken together, the purchase of the 2023 Convertible Note Hedges and sale of the 2023 Warrants were intended to reduce dilution from the conversion of the 2023 Convertible Notes and/or offset any cash payments the Company was required to make in excess of the principal amount of the converted 2023 Convertible Notes, as the case may be, and to effectively increase the overall conversion price from approximately $ 77.85 per share to approximately $ 109.26 per share. As these instruments are considered indexed to the Company's own stock and are considered equity classified, the 2023 Convertible Note Hedges and 2023 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 2023 Convertible Note Hedges and 2023 Warrants were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company also exercised a pro-rata portion of the 2023 Convertible Note Hedges to offset the shares of the Company's Class A common stock issued to settle the conversion of the 2023 Convertible Notes. The 2023 Convertible Note Hedges were settled and no longer outstanding as of June 30, 2023. The Company had received 3.0 million shares of the Company's Class A common stock from the 2023 Note Hedge Counterparties, of which none were received in the six months ended June 30, 2023. 28 B) Revolving Credit Facility In May 2020, the Company entered into a revolving credit agreement with certain lenders, which provided a $ 500.0 million senior unsecured revolving credit facility (the "2020 Credit Facility") maturing in May 2023. On May 28, 2020, the Company amended the credit agreement for the 2020 Credit Facility (the "Credit Agreement") to permit the Company’s wholly-owned subsidiary, Square Capital, LLC (“Square Capital”), to incur indebtedness in an aggregate principal amount of up to $ 500.0 million pursuant to the Paycheck Protection Program Liquidity Facility (“PPPLF”) authorized under the Federal Reserve Act of 1913. In connection with its convertible debt offerings in November 2020, the Company entered into a second amendment to the Credit Agreement on November 9, 2020 to permit convertible debt in an aggregate principal amount not to exceed $ 3.6 billion. On January 28, 2021, the Company entered into a third amendment to the Credit Agreement to increase the amount of indebtedness that Square Capital is permitted to incur pursuant to the PPPLF from an aggregate principal amount of up to $ 500.0 million to an aggregate principal amount of up to $ 1.0 billion. On May 25, 2021, the Company entered into a fourth amendment to the Credit Agreement to, among other things, extend the maturity date of the loans advanced to May 1, 2024. On January 28, 2022, the Company entered into a fifth amendment to the Credit Agreement to permit certain existing obligations of Afterpay and its subsidiaries to remain outstanding as of and after the completion of the Afterpay acquisition. On February 23, 2022, the Company entered into a sixth amendment to the Credit Agreement to, among other things, provide for a new tranche of unsecured revolving loan commitments in an aggregate principal amount of up to $ 100.0 million. On June 9, 2023, the Company entered into a seventh amendment to the Credit Agreement to, among other things, extend the maturity date of the loans advanced to June 9, 2028 and provide for additional unsecured revolving loan commitments in an aggregate principal amount of up to $ 175.0 million. The Credit Agreement also contains a financial covenant that requires the Company to maintain a quarterly minimum liquidity amount (consisting of the sum of Unrestricted Cash and Cash Equivalents plus Marketable Securities, each as defined in the Credit Agreement) of at least $ 250.0 million, tested on a quarterly basis. The Company is obligated to pay customary fees for a credit facility of this size and type including a commitment fee of 0.10 % to 0.20 % per annum on the undrawn portion available under the 2020 Credit Facility, depending on the Company's total net leverage ratio. To date, no funds have been drawn and no letters of credit have been issued under the 2020 Credit Facility. As of June 30, 2023, $ 775.0 million remained available for draw. The Company incurred immaterial unused commitment fees during the three and six months ended June 30, 2023 and June 30, 2022, respectively. As of June 30, 2023, the Company was in compliance with all financial covenants associated with the 2020 Credit Facility. Loans under the 2020 Credit Facility bear interest at the Company's option of (i) an annual rate based on the forward-looking term rate based on the Secured Overnight Financing Rate ("Term SOFR") or (ii) a base rate. Loans based on Term SOFR shall bear interest at a rate equal to Term SOFR plus a margin of between 1.25 % and 1.75 %, depending on the Company's total net leverage ratio. Loans based on the base rate shall bear interest at a rate based on the highest of the prime rate, the federal funds rate plus 0.50 %, and Term SOFR with a tenor of one-month plus 1.00 %, in each case, plus a margin ranging from 0.25 % to 0.75 %, depending on the Company's total net leverage ratio. The Credit Agreement also contains customary affirmative and negative covenants typical for a financing of this type that, among other things, restricts the Company and certain of its subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions, enter into restrictive agreements, enter into agreements with affiliates, and make certain investments and acquisitions. C) Warehouse Funding Facilities Following the acquisition of Afterpay, the Company assumed Afterpay's existing warehouse funding facilities. The Company has financing arrangements with financial institutions in Australia, New Zealand, the United States, and the United Kingdom (collectively, the “Warehouse Facilities”). The Warehouse Facilities have been arranged utilizing wholly-owned and consolidated entities formed for the sole purpose of financing the origination of consumer receivables to partly fund the Company's BNPL platform. Borrowings under the Warehouse Facilities are secured against the respective consumer receivables. These Warehouse Facilities have maturity dates ranging from December 2023 to December 2024 . As of June 30, 2023, the aggregate commitment amount of the Warehouse Facilities, using the respective exchange rates at period-end, was $ 1.7 billion on a revolving basis, of which $ 0.8 billion was drawn and $ 0.9 billion remained available. All facilities contain portfolio parameters based on performance of the underlying consumer receivables, which each respective region has satisfied as of June 30, 2023. None of the Warehouse Facilities contain corporate financial covenants. 29 All Warehouse Facilities are on a variable rate basis which aligns closely to the weighted average life of the consumer receivables they finance. Borrowings under these facilities bear interest at (i) a base rate aligned to either the local risk free rate, such as Term SOFR and the Sterling Overnight Index Average ("SONIA") or similar, and (ii) a margin which is set for the term of the availability period. In addition, each facility requires payment of immaterial commitment fees. The table below summarizes the amounts drawn on these facilities by year of maturity (in thousands): June 30, 2023 2023 $ 339,727 2024 480,443 Total funding debt, net of deferred debt issuance costs $ 820,170 NOTE 14 - INCOME TAXES The Company recorded an income tax benefit of $ 3.7 million and $ 5.8 million for the three and six months ended June 30, 2023, respectively, compared to an income tax expense of $ 1.3 million and income tax benefit of $ 0.4 million for the three and six months ended June 30, 2022, respectively. The difference between income before income tax at the U.S. federal statutory rate and the income tax benefit recorded for the three and six months ended June 30, 2023 is primarily due to a change in the valuation allowance in certain foreign jurisdictions, offset by the current year loss of an entity with deferred tax liabilities available to recognize those losses in future periods. The difference between the income tax benefit for the three and six months ended June 30, 2023, and the income tax expense for the three months ended June 30, 2022, and the income tax benefit for the six months ended June 30, 2022 primarily relates to the inclusion of an entity in the annual effective income tax rate that has a current year loss with deferred tax liabilities available to recognize those losses in future periods, a change in the valuation allowance in certain jurisdictions, and a change in the mix of income by jurisdiction. The Company is subject to income taxes in the U.S. and certain foreign tax jurisdictions. The tax provision for the three and six months ended June 30, 2023 and June 30, 2022 is calculated on a jurisdictional basis. The Company estimated the worldwide income tax provision using the estimated annual effective income tax rate expected to be applicable for the full year. The Company’s effective tax rate may be subject to fluctuations 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, changes in 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 June 30, 2023, the Company retained a full valuation allowance on its net deferred tax assets in certain 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. 30 NOTE 15 - STOCKHOLDERS’ EQUITY Common Stock The Company has two classes of authorized common stock outstanding: 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. Holders of shares of Class A common stock are entitled to one vote per share, while holders of shares of Class B common stock are entitled to ten votes per share. Shares of the Company's Class B common stock are convertible into an equivalent number of shares of its Class A common stock and generally convert into shares of its Class A common stock upon transfer. The holders of Class A common stock and Class B common stock have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. All new stock options and stock-based awards are granted in Class A common stock. Warrants In conjunction with the 2023 Convertible Notes offering, the Company sold the 2023 Warrants whereby the counterparties have the option to purchase a total of approximately 11.1 million shares of the Company’s Class A common stock at a price of $ 109.26 per share. The 2023 Warrants expire evenly over a 60 trading day period starting on August 15, 2023. None of the warrants were exercised as of June 30, 2023. In conjunction with the 2025 Convertible Notes offering, the Company sold the 2025 Warrants whereby the counterparties have the option to purchase a total of approximately 8.3 million shares of the Company’s Class A common stock at a price of $ 161.34 per share. The 2025 Warrants expire evenly over a 60 trading day period starting on June 1, 2025. None of the warrants were exercised as of June 30, 2023. In conjunction with the 2026 Convertible Notes offering, the Company sold the 2026 Warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $ 368.16 per share. The 2026 Warrants expire evenly over a 60 trading day period starting on August 1, 2026. None of the warrants were exercised as of June 30, 2023. In conjunction with the 2027 Convertible Notes offering, the Company sold the 2027 Warrants whereby the counterparties have the option to purchase a total of approximately 1.9 million shares of the Company’s Class A common stock at a price of $ 414.18 per share. The 2027 Warrants expire evenly over a 60 trading day period starting on February 1, 2028. None of the warrants were exercised as of June 30, 2023. Conversion of Convertible Notes and Exercise of Convertible Note Hedges In connection with the conversion of the 2023 Convertible Notes, the Company issued an aggregate 5.2 million shares of Class A common stock as of the maturity date on May 15, 2023, of which no shares were issued in the three and six months ended June 30, 2023. The Company also exercised a pro-rata portion of the 2023 Convertible Note Hedges and received 3.0 million shares of Class A common stock from the 2023 Note Hedge Counterparties to offset the shares issued as of June 30, 2023. No shares were received in the three and six months ended June 30, 2023. 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 awards have been nor will be granted in the future under the 2009 Plan. As of June 30, 2023, the total number of shares subject to stock options, restricted stock awards ("RSAs"), and restricted stock units ("RSUs") outstanding under the 2009 Plan was 2,651,384 shares. 31 Under the 2015 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options ("ISOs" and "NSOs", respectively), RSAs, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. The awards must 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 has been and 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 administrator of the plan. The administrator consists of the board of directors who then delegates the responsibilities to the compensation committee. As of June 30, 2023, the total number of shares subject to stock options, RSAs, and RSUs outstanding under the 2015 Plan was 46,483,117 , and 125,416,973 shares were available for future issuance. A summary of stock option activity for the six months ended June 30, 2023 is as follows (in thousands, except per share data): Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding, beginning of the year 6,739 $ 40.37 4.02 $ 224,484 Granted 682 65.16 Exercised ( 1,163 ) 10.48 Forfeited ( 106 ) 108.34 Expired ( 24 ) 80.33 Outstanding, end of the period 6,128 $ 47.47 4.41 $ 181,393 Exercisable, end of the period 4,853 $ 36.27 3.25 $ 176,912 32 Restricted Stock Activity Activity related to RSAs and RSUs during the six months ended June 30, 2023 is set forth below (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Unvested, beginning of the year 28,300 $ 97.89 Granted 22,827 62.75 Vested ( 6,567 ) 90.48 Forfeited ( 1,554 ) 103.61 Unvested, end of the period 43,006 $ 80.16 Share-Based Compensation The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 142 $ 139 $ 284 $ 248 Product development 223,411 179,137 421,268 324,212 Sales and marketing 32,790 25,133 62,155 46,389 General and administrative 62,905 52,229 115,132 161,212 Total $ 319,248 $ 256,638 $ 598,839 $ 532,061 The Company recorded $ 11.4 million and $ 32.5 million of share-based compensation expense related to the Company's 2015 Employee Stock Purchase Plan during the three and six months ended June 30, 2023, respectively, compared to $ 12.9 million and $ 25.9 million during the three and six months ended June 30, 2022, respectively, which are included in the table above. The total share-based compensation expense for the six months ended June 30, 2022 also includes $ 66.3 million rel ated to the acceleration of various share-based arrangements associated with the acquisition of Afterpay, which is included in the table above. The Company capitalized $ 7.2 million and $ 13.1 million of share-based compensation expense related to capitalized software costs during the three and six months ended June 30, 2023, respectively, compared to $ 3.6 million and $ 7.6 million during the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there was $ 3.4 billion of total unrecognized compensation cost related to outstanding stock options, RSUs, and RSAs that are expected to be recognized over a weighted-average period of 2.9 years. 33 NOTE 16 - NET 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 net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 125,842 ) $ ( 209,277 ) $ ( 145,168 ) $ ( 416,640 ) Less: Net loss attributable to noncontrolling interests ( 3,336 ) ( 1,263 ) ( 5,824 ) ( 4,427 ) Net loss attributable to common stockholders $ ( 122,506 ) $ ( 208,014 ) $ ( 139,344 ) $ ( 412,213 ) Denominator: Basic shares: Weighted-average shares used to compute basic net loss per share 606,692 581,350 604,476 561,501 Diluted shares: Weighted-average shares used to compute diluted net loss per share 606,692 581,350 604,476 561,501 Net loss per share attributable to common stockholders: Basic $ ( 0.20 ) $ ( 0.36 ) $ ( 0.23 ) $ ( 0.73 ) Diluted $ ( 0.20 ) $ ( 0.36 ) $ ( 0.23 ) $ ( 0.73 ) 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options, restricted stock, and employee stock purchase plan 47,477 32,925 42,180 28,184 Convertible notes 15,034 18,025 16,522 18,032 Common stock warrants 23,188 41,479 23,188 41,917 Total anti-dilutive securities 85,699 92,429 81,890 88,133 34 NOTE 17 - RELATED PARTY TRANSACTIONS In July 2019, the Company entered into a lease agreement for office space in St. Louis, Missouri, from an affiliate of one of the Company’s co-founders and current member of its board of directors, Mr. Jim McKelvey, for a term of 15.5 years, with options to extend the lease term for two five-year terms. The lease possession date varied by floor, beginning in May 2020. As of June 30, 2023, the Company had recorded right-of-use assets of $ 10.6 million and associated lease liabilities of $ 17.1 million related to this lease arrangement. Under the lease agreement, the Company also has an option to terminate the lease for up to 50 % of the leased space any time between January 1, 2024 and December 31, 2026, as well as an option to terminate the lease for the entire property on January 1, 2034. Termination penalties specified in the lease agreement will apply if the Company exercises any of the options to terminate the lease. On January 2, 2023, the Company notified the lessor of its intention to exercise the early termination option with respect to approximately 48 % of the leased space, effective December 31, 2023. As a result, the Company paid a termination penalty of approximately $ 5.2 million to exercise the option. NOTE 18 - COMMITMENTS AND CONTINGENCIES Litigation and Regulatory Matters The Company is currently subject to, and may in the future be involved in, various litigation matters, legal claims, investigations, and regulatory proceedings. The Company received Civil Investigative Demands (“CIDs”) from the Consumer Financial Protection Bureau (“CFPB”), as well as from Attorneys General from multiple states, seeking the production of information related to, among other things, Cash App’s handling of customer complaints and disputes. The Company is cooperating with the CFPB and the state Attorneys General in connection with these CIDs. The Company has accrued a liability for an estimated amount in connection with these CIDs in accordance with ASC 450-20, Contingencies: Loss Contingencies . The accrued amount was not material as of June 30, 2023. Given the status of these matters, it is not possible to reliably determine the range of potential liability in excess of the accrued amounts that could result from these investigations. The Company regularly assesses the likelihood of adverse outcomes resulting from litigation and regulatory proceedings and adjusts the financial statements based on such assessments. The eventual outcome of these matters may differ materially from the estimates the Company has currently accrued in the financial statements. In addition, the Company is subject to various legal matters, investigations, subpoenas, inquiries or audits, claims, lawsuits and disputes, including with regulatory bodies and governmental agencies. For example, the Company received inquiries from the Securities and Exchange Commission and Department of Justice shortly after the publication of a short seller report in March 2023. The Company believes the inquiries primarily relate to the allegations raised in the short seller report. The Company cannot at this time fairly estimate a reasonable range of exposure, if any, of the potential liability with respect to any of these matters. Although we may be subject to an adverse decision or settlement, the Company does not believe that the final disposition of any of these other matters will have a material adverse effect on its results of operations, financial position, or liquidity. However, the Company cannot give any assurance regarding the ultimate outcome of any of these matters, and their resolution could be material to the Company's operating results. Purchase Commitments During the year ended December 31, 2022, we entered into non-cancelable purchase obligations related to cloud computing infrastructure. The commitment amounts in the table below are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, and the approximate timing of the actions under the contracts. 35 As of June 30, 2023, the future minimum payments under the purchase commitments were as follows (in thousands): Payments Due By Period Remainder of 2023 $ 119,363 2024 300,554 2025 316,425 2026 263,300 2027 315,100 Total $ 1,314,742 Other Contingencies The Company is under examination, or may be subject to examination, by several tax authorities. These examinations may lead to proposed adjustments to the Company's taxes or net operating losses with respect to years under examination, as well as subsequent periods. The Company regularly assesses the likelihood of adverse outcomes resulting from tax examinations to determine the adequacy of the Company's provision for direct and indirect taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, on the Company's provision for direct and indirect taxes. Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with the Company’s expectations, the Company could be required to adjust the Company's provision for direct and indirect taxes in the period such resolution occurs. NOTE 19 - SEGMENT AND GEOGRAPHICAL INFORMATION The Company reports its segments to reflect the manner in which the Company's chief operating decision maker ("CODM") reviews and assesses performance. Accordingly, the Company has two reportable segments, Square and Cash App. The financial results of the Company's BNPL platform have been allocated equally to the Cash App and Square segments as management has concluded that the BNPL platform will contribute equally to both the Cash App and Square platforms. Further, Afterpay does not have a segment manager who reports to the CODM. Rather, the operations of Afterpay are managed by the segment managers of Cash App and Square, who are responsible for allocating resources and evaluating the performance of Afterpay. Products and services that are not assigned to a specific reportable segment, including but not limited to TIDAL, TBD, and Spiral, are aggregated and presented within a general corporate and other category. Square and Cash App are defined as follows: • Cash App includes the financial tools available to individuals within the mobile Cash App, including peer-to-peer payments, bitcoin and stock investments. Cash App also includes Cash App Card, which is linked to customer stored balances that customers can use to pay for purchases or withdraw funds from an ATM. • Square includes managed payment services, software solutions, hardware, and financial services offered to sellers, excluding those that involve Cash App. 36 The primary financial measures used by the CODM to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not included. The following tables present information on the reportable segments revenue and segment gross profit (in thousands): Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Cash App Square Corporate and Other (i) Total Cash App Square Corporate and Other (i) Total Revenue: Transaction-based revenue $ 133,741 $ 1,503,913 $ — $ 1,637,654 $ 268,404 $ 2,791,955 $ — $ 3,060,359 Subscription and services-based revenue 1,030,822 380,596 50,079 1,461,497 2,004,713 722,337 100,671 2,827,721 Hardware revenue — 44,922 — 44,922 — 82,373 — 82,373 Bitcoin revenue 2,390,884 — — 2,390,884 4,554,635 — — 4,554,635 Segment revenue $ 3,555,447 $ 1,929,431 $ 50,079 $ 5,534,957 $ 6,827,752 $ 3,596,665 $ 100,671 $ 10,525,088 Segment gross profit (ii) $ 968,045 $ 888,273 $ 9,783 $ 1,866,101 $ 1,899,285 $ 1,658,554 $ 22,846 $ 3,580,685 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Cash App Square Corporate and Other (i) Total Cash App Square Corporate and Other (i) Total Revenue: Transaction-based revenue $ 116,068 $ 1,359,639 $ — $ 1,475,707 $ 225,309 $ 2,483,367 $ — $ 2,708,676 Subscription and services-based revenue 720,180 317,835 56,841 1,094,856 1,342,489 600,485 111,439 2,054,413 Hardware revenue — 48,051 — 48,051 — 85,377 — 85,377 Bitcoin revenue 1,785,885 — — 1,785,885 3,516,678 — — 3,516,678 Segment revenue $ 2,622,133 $ 1,725,525 $ 56,841 $ 4,404,499 $ 5,084,476 $ 3,169,229 $ 111,439 $ 8,365,144 Segment gross profit (ii) $ 704,893 $ 755,439 $ 9,316 $ 1,469,648 $ 1,328,552 $ 1,416,660 $ 19,396 $ 2,764,608 (i) Corporate and other represents results related to products and services that are not assigned to a specific reportable segment, and intersegment eliminations between Cash App and Square. (ii) Segment gross profit for Cash App for the three and six months ended June 30, 2023 included $ 8.4 million and $ 16.9 million of amortization of acquired technology assets expense, respectively. Segment gross profit for Cash App for the three and six months ended June 30, 2022 included $ 8.2 million and $ 15.3 million of amortization of acquired technology assets expense, respectively. Segment gross profit for Square for the three and six months ended June 30, 2023 included $ 8.5 million and $ 17.1 million of amortization of acquired technology assets expense, respectively. Segment gross profit for Square for the three and six months ended June 30, 2022 included $ 8.2 million and $ 15.2 million of amortization of acquired technology assets expense, respectively. Amortization of acquired technology assets expense included in Corporate and Other was immaterial for the three and six months ended June 30, 2023 and June 30, 2022. 37 The following table provides a reconciliation of total segment gross profit to the Company’s loss before applicable income taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Total segment gross profit $ 1,866,101 $ 1,469,648 $ 3,580,685 $ 2,764,608 Less: Product development 694,672 524,827 1,321,609 983,051 Less: Sales and marketing 537,607 530,827 1,033,618 1,032,389 Less: General and administrative 549,293 395,720 982,118 839,869 Less: Transaction, loan, and consumer receivable losses 179,771 156,697 307,667 247,847 Less: Bitcoin impairment losses — 35,961 — 35,961 Less: Amortization of customer and other intangible assets 36,865 39,389 73,952 66,053 Less: Interest expense (income), net ( 3,944 ) 12,966 ( 7,105 ) 28,714 Less: Other expense (income), net 1,379 ( 18,766 ) 19,750 ( 52,238 ) Loss before applicable income taxes $ ( 129,542 ) $ ( 207,973 ) $ ( 150,924 ) $ ( 417,038 ) Revenue Revenue by geography is based on the addresses of the sellers or customers. The following table details revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 5,171,558 $ 4,147,502 $ 9,836,193 $ 7,812,685 International 363,399 256,997 688,895 552,459 Total $ 5,534,957 $ 4,404,499 $ 10,525,088 $ 8,365,144 No individual country from the international markets contributed more than 10% of total revenue for the three and six months ended June 30, 2023 and June 30, 2022. Long-Lived Assets The following table details long-lived assets by geography (in thousands): June 30, 2023 December 31, 2022 United States $ 7,856,000 $ 8,023,535 Australia 4,666,894 4,801,434 Other international 1,910,106 1,858,300 Total $ 14,433,000 $ 14,683,269 Assets by reportable segment were not included, as this information is not reviewed by the CODM to make operating decisions or allocate resources and is reviewed on a consolidated basis. 38 NOTE 20 - SUPPLEMENTAL CASH FLOW INFORMATION The supplemental disclosures of cash flow information consist of the following (in thousands): Six Months Ended June 30, 2023 2022 Supplemental cash flow data: Cash paid for interest $ 63,251 $ 37,948 Cash paid for income taxes 50,301 7,347 Supplemental disclosures of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease obligations 1,901 37,572 Purchases of property and equipment in accounts payable and accrued expenses 4,452 8,680 Deferred purchase consideration related to business combinations — 14,377 Fair value of common stock issued related to business combinations — ( 13,827,929 ) Fair value of common stock issued to settle the conversion of convertible notes — ( 2,551 ) Fair value of common stock shares received to settle convertible note hedges — 133,142 Fair value of common stock issued in connection with the exercise of common stock warrants — ( 220,768 ) Bitcoin lent to third-party borrowers — 5,934 39