Coinbase Global, Inc 8-K, filed Feb 21, 2023
Coinbase Global, Inc. (COIN)
8-K
2023-02-21
For: 2023-02-21
View Original
Added on
April 07, 2026
About this 8-K
Coinbase Global, Inc filed this 8-K on February 21, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2023
(Exact name of registrant as specified in its charter)
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Address Not Applicable(1) | Address Not Applicable(1) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
(1) We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address set forth in our proxy materials and/or identified on our investor relations website.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 21, 2023, Coinbase Global, Inc. (“Coinbase” or the “Company”) will hold a conference call regarding its financial results for the quarter and full year ended December 31, 2022. Coinbase also issued a letter to its shareholders announcing its financial results for the quarter and full year ended December 31, 2022 (the “Shareholder Letter”). A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Coinbase is making reference to non-GAAP financial information in both the Shareholder Letter and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the Shareholder Letter, as attached to this Current Report on Form 8-K.
Coinbase announces material information to its investors using filings with the Securities and Exchange Commission, the Company’s website at www.coinbase.com and blog.coinbase.com, as well as press releases, public conference calls, public webcasts, its Twitter feed (@coinbase), its Facebook page, its LinkedIn page, its YouTube channel, and Brian Armstrong’s Twitter feed (@brian_armstrong). Therefore, Coinbase encourages investors, the media and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COINBASE GLOBAL, INC. | ||||||||
| Dated: February 21, 2023 | By: | /s/ Alesia J. Haas | ||||||
| Alesia J. Haas | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1 Shareholder Letter Fourth Quarter and Full-Year 2022 Feb 21, 2023
Q4 and Full-Year 2022 1 Fellow
Shareholders, In light of all of the volatility in the industry, we believe our year-end shareholder letter provides a good opportunity to reflect on what Coinbase is, and perhaps more importantly, what it is not. We founded Coinbase with a conscious choice that we would be the most trusted, and easiest to use crypto platform. Our products enable millions of consumers, institutions, and developers around the world to discover, transact, and engage with crypto assets and web3 applications. We have built reliable infrastructure, a durable business model, and a strong balance sheet. We have prioritized prudent risk management and emphasized transparency with customers, market participants, and government authorities, all to help encourage the cryptoeconomy’s development. That transparency is punctuated by our decision to make Coinbase a publicly traded company, embracing the attendant disclosure and regulatory requirements. Throughout our history, we have routinely worked with industry and legal experts, as well as global regulators and policymakers, to develop products that are safe for consumers and compliant within the countries that we operate. Given the nascency of crypto and evolving regulatory landscapes, we have certainly not been perfect. But when we identify issues, we work to remediate as quickly and thoroughly as possible - most recently evidenced by our January 2023 settlement with the New York Department of Financial Services (NYDFS). We remain committed to working with global regulators and policymakers to drive prudent regulation to this emerging asset class. We have rigorous processes to evaluate assets to list on our Spot Market and the majority of assets we review have not met our listing criteria and therefore have been rejected. We have avoided offering high leverage products to consumers which has both protected consumers and helped us avoid credit risk. We do not operate as a market maker that trades against our customers, and we do not issue exchange tokens. We do not believe we have violated any securities laws: Coinbase staking products are not securities, USD Coin (USDC) is not a security. The list goes on. We expect 2023 to be a year of regulatory focus and we believe our strong foundation will make us a net beneficiary of this new environment. Our business decisions do not always match competitive offerings, or result in maximizing near term growth or profit - but rather they are intended to maximize safety for customers, legitimacy for the cryptoeconomy, and longevity for Coinbase. These principles can all be seen in our 2022 results and how we managed the company through a tumultuous year. Our Q4 results were consistent with our outlook, including coming in well within our full-year Adjusted EBITDA loss guardrail we conveyed in February 2022. In the latter half of 2022, we pivoted and began reducing expenses which has culminated in a materially lower expense run rate beginning in Q1’23. In addition to focusing on financial performance, we also increased engagement with global policymakers and regulators, and took significant steps in building industry leading partnerships to serve as important building blocks for the future. In short, we are proud of our ability to execute, and position our business as a regulated and legitimate market leader. The journey ahead will have its challenges, but our grit, determination, and resolve have been strong for 10+ years and we are excited for the future.
Q4 and Full-Year 2022 2 Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Coinbase and crypto proved to be largely resilient in 2022 despite major shocks to the system. Idiosyncratic events throughout 2022 exacerbated already weak macro conditions. As a result, crypto market capitalization declined 64% or $1.5 trillion Y/Y in 2022 and volatility reached multi-year lows. However, Coinbase and the cryptoeconomy have proven to be resilient and long-term fundamentals remain strong. Revenue has been diversifying with Q4 net revenues increasing 5% Q/Q, driven by Subscription and Services. While transaction revenues declined 12% Q/Q in Q4, subscription and services revenue grew 34% Q/Q to $283 million. We have cut our expenses and are positioning Coinbase for improving financial performance. We anticipate that our recent headcount reduction and ongoing cost management efforts will result in a 30%+ reduction in technology and development, sales and marketing, and general and administrative expenses in Q1’23 compared to Q4’22, which would constitute a 25%+ reduction when excluding the NYDFS settlement in Q4'22. Risk management strength provides for a strong liquidity position and modest counterparty risk. Our longstanding commitment to sound risk management continues to differentiate us and protect customers. In 2022, our total corporate exposure to client or counterparty insolvencies was $14 million with no customer funds lost. We ended Q4 with $5.5 billion in total $USD resources, in addition to $426 million in crypto assets, which we believe puts us in a strong financial position. Regulation is coming and we believe we are positioned to benefit. Crypto policy is in an important period of transition. Policy developments could pave the way for crypto to realize its full innovative potential — as we’re seeing in many jurisdictions around the world — and we believe Coinbase will be a beneficiary. Outlook. We are operating toward a goal of improving full-year 2023 Adjusted EBITDA in absolute dollar terms versus full- year 2022 and believe our recent cost reduction efforts help position us to do so. When Coinbase went public, our goal was to operate at roughly break even across each crypto cycle. We have evolved our approach and are now setting our sights on positioning the company to generate Adjusted EBITDA in all market conditions. Select Key Financial Metrics FINANCIAL METRICS ($M) Net Revenue Net Income (Loss) Adjusted EBITDA 803 (1,094) (151) Q2’22 1,165 (430) 20 Q1’22 2,490 840 1,205 Q4’21 576 (545) (116) Q3’22 605 (557) (124) Q4’22 3,149 (2,625) (371) 2022 FULL-YEAR 7,355 3,624 4,090 2021 Full-Year 2022 Results were Consistent with Outlook Metric Annual Average MTUs Technology and Development +
General and Administrative Expenses including stock-based compensation Subscription and Services Revenue Sales and Marketing Expenses
including stock-based compensation Transaction Expenses
as a percentage of net revenue Adjusted EBITDA Coinbase Full-Year 2022 Outlook (Nov 2022) Around $4 billion, including approximately $1.5 billion of stock-based compensation Slightly below 9.0 million More than $700 million $500-$550 million Low 20%s $3.9 billion, including $1.5 billion of stock-based compensation Within $(500) million guardrail 8.8 million1 $793 million $510 million 20% $(371) million Full-YeaR 2022 Actuals 1 Represents Average MTU over the course of the year vs. Q4’22 figure of 8.3 million For a reconciliation of net income (loss) to Adjusted EBITDA used in this shareholder letter, please refer to the reconciliation table in the section titled “Reconciliation of Net Income (Loss) to Adjusted EBITDA”, following the financial statements included at the end of this shareholder letter.
Q4 and Full-Year 2022 3 Chapter 1
Coinbase and crypto proved to be largely resilient in 2022 despite major shocks to the system. To state the obvious, 2022 was a challenging year for crypto markets and our transaction revenues. As macroeconomic indicators like inflation remained high and interest rates rose throughout the year, crypto market cap declined along with broader equity markets. These weakening market conditions became exacerbated by two idiosyncratic events. The first was the depegging of $LUNA in Q2’22 which contributed to a ~60% crypto market cap decline in that quarter and exposed poor risk management practices in crypto, which ultimately helped drive the credit related bankruptcies of Three Arrows Capital, Voyager, and Celsius. The second event was the collapse of FTX in Q4’22, which was the result of fraud, and helped drive additional credit related bankruptcies. In total, crypto market cap declined 64% or approximately $1.5 trillion over the course of 2022. As a result, our 2022 total trading volumes and transaction revenues declined 50% and 66% Y/Y, respectively. When zooming out and looking at the most recent price cycle which started in 2020 – and after the industry endured the collapse of $LUNA and FTX – we have seen growth and advancement of both the industry and Coinbase: Average Bitcoin prices in Jan 2023 were still up 80%+ compared to the average price in 2020 Monthly active developers in crypto have more than doubled since 2020 to over 20,000 Progress in global crypto regulation – notably the EU’s Markets in Crypto Assets (MiCA) framework, recent laws in Brazil, plans to regulate crypto in the UK, and other proposals in jurisdictions like Australia, Japan, Switzerland, and Hong Kong Major brands (Starbucks, Adidas, Nike, Coca-Cola) and social media platforms (Instagram, Twitter, Reddit) partnered with web3 protocols and/or launched NFT powered technologies. Coinbase has stood apart from the competition and continues to be recognized as a trusted platform Trading volume grew to $830 billion in 2022 from $193 billion in 2020 Subscription and services revenues grew over 17x to nearly $800 million in 2022 from less than $50 million in 2020 Roughly 25% of the top 100 largest hedge funds in the world by reported AUM have chosen to onboard with Coinbase, up from a handful at the end of 2020 Announced industry leading partnerships, including with Blackrock. JAN 22 FEB 22 MAR 22 APR 22 MAY 22 JUN 22 JUL 22 AUG 22 SEP 22 OCT 22 NOV 22 DEC 22 100 90 80 70 60 UST/LUNA 3AC/CELSIUS/VOYAGER 50 40 30 CRYPTO MARKET CAPNASDAQ COMPOSITE Crypto Market Cap vs. Nasdaq (Indexed) FTX
Q4 and Full-Year 2022 4 Q4 net revenue was $605 million, up 5% Q/Q, of which $322 million was transaction revenue and $283 million was subscription and services revenue. On a full-year basis, we generated net revenue of $3.1 billion in 2022, down from $7.4 billion in 2021, of which $2.4 billion was transaction revenue and $793 million was subscription and services revenue. Chapter 2
Revenue has been diversifying with Q4 net revenues increasing 5% Q/Q, driven by Subscription and Services. Tranaction Revenue Institutional, net Consumer, net Total transaction revenue 616.2 39.0 655.2 965.8 47.2 1,013.0 2,185.8 90.8 2,276.6 346.1 19.8 365.9 308.8 13.4 322.1 NET REVENUE 2,236.9 119.3 2,356.2 Subscription and services revenue Custodial fee revenue 346.3 6,491.0 6,837.3 Interest Income Blockchain rewards Other subscription and services revenue1 Total subscription and services revenue Net Revenue 32.5 68.4 22.2 24.3 147.4 802.6 10.5 Q2’22 81.9 31.7 7.6 27.8 151.9 1,164.9 Q1’22 102.7 101.8 49.6 53.5 213.4 2,490.0 Q4’21 182.2 62.8 14.5 31.4 210.5 576.4 327.0 Q3’22 62.4 11.4 26.7 282.8 604.9 25.8 Q4’22 275.5 79.8 110.3 792.6 3,148.8 2022 FULL-YEAR 136.3 223.1 132.3 517.5 7,354.8 2021 Net Revenue ($M) Transaction Revenue
Q4 total transaction revenue declined 12% Q/Q to $322 million. Consumer transaction revenue was $309 million, down 11% compared to Q3, while institutional transaction revenue was $13 million, down 32% compared to Q3. The decline in transaction revenue was driven by lower Q4 total trading volume although we gained overall trading volume market share in the quarter. Q4 total trading volume was $145 billion, down 9% Q/Q, outperforming global crypto spot market trading volume which declined 21% Q/Q. Our total consumer trading volume declined 23% Q/Q in Q4. Our institutional trading volume declined 6% Q/Q in Q4. Note: Figures presented may not sum precisely due to rounding We have included Learning Rewards revenues – which we re-branded from Earn campaign revenues – in other subscription and services revenues for Q3 and prior periods shown. Prior to Q3, Earn campaign revenues was reported as a distinct line item. Learning Rewards revenue was $7 million in Q3 and $2 million in Q4 and historical revenue can be found in prior SEC filings. 1
Q4 and Full-Year 2022 5 TRADING VOLUME (% OF TOTAL) Bitcoin Other crypto assets Ethereum Total 31% 22% 47% 100% Q2’22 24% 21% 55% 100% Q1’22 16% 16% 68% 100% Q4’21 31% 33% 36% 100% Q3’22 35% 33% 33% 100% Q4’22 29% 25% 45% 100% 2022 FULL-YEAR 55% 24% 21% 100% 2021 TRANSACTION REVENUE (% OF TOTAL) Bitcoin Other crypto assets Ethereum Total 31% 22% 47% 100% Q2’22 25% 23% 52% 100% Q1’22 16% 16% 68% 100% Q4’21 31% 24% 45% 100% Q3’22 35% 19% 46% 100% Q4’22 29% 22% 49% 100% 2022 FULL-YEAR 54% 25% 21% 100% 2021 Advanced traders on our consumer platform were much less active in December 2022 which we believe was primarily driven by multi-year low levels of volatility. As a result, we had a lower mix of advanced trading volume in Q4. Further, we experienced an elevated number of institutional customers onboarding onto Coinbase Prime in Q4. Based on market feedback, we believe this was partially attributable to heightened recognition of the importance in working with a regulated, trusted, qualified custodian, as well as a long-term view on the adoption of crypto as an asset class. Elevated customer onboarding coincided with public support from a number of industry leaders speaking out about their optimism around the future of crypto and blockchain technologies. Our Q4 blended average consumer fee increased compared to Q3. The primary factor was a lower mix of advanced trading volume. In connection with multi-year lows in crypto asset volatility and the migration of the majority of users from Coinbase Pro to our advanced trading experience on our consumer application, we saw a notable decline in advanced trading volume particularly in December. Since advanced trades carry a lower fee, the result was an increase in our blended average fee. Our institutional blended average fee declined in Q4 compared to Q3, driven by lower fees associated with our market maker program. The vast majority of our reported institutional trading volume came from our Spot Market, where market makers and high frequency traders are the core customers. Note: Figures presented may not sum precisely due to rounding TRADING VOLUME ($B) Consumer Institutional Total 46 171 217 Q2’22 74 235 309 Q1’22 177 371 547 Q4’21 26 133 159 Q3’22 20 125 145 Q4’22 167 663 830 2022 FULL-YEAR 535 1,136 1,671 2021
Q4 and Full-Year 2022 6 Subscription and Services Revenue
In Q4, subscription and services revenues grew 34% Q/Q to $283 million. When applying constant Q4 average crypto prices to prior quarters, subscription and services revenues would have grown approximately 49% in Q4 compared to Q3. Blockchain rewards revenue declined 1% Q/Q to $62 million in Q4, or 10% of net revenue. As a reminder, we recognize blockchain rewards revenue on a gross basis. Rewards passed through to customers (less applicable fees) are recognized in transaction expenses. Adjusting for these payouts, blockchain rewards represented approximately 3% of net revenue in Q4. While we saw an increase in native unit staked balances across all assets supported for staking in Q4, the sequential decline was driven by lower average crypto asset prices in Q4 compared to Q3. Our largest staked balance is ETH2, which was approximately $3.0 billion as of 12/31. In Q4, we expanded access to ETH2 staking to Canada and Australia, allowing more users to earn staking rewards. Custodial fee revenue was $11 million, down 21% Q/Q. The decline was driven primarily by lower average crypto prices compared to Q3. Average assets under custody declined 13% Q/Q to $41.6 billion, and were partially offset by modest net inflows into our custody product. A key driver of our blockchain rewards and custodial fee revenue is the amount of assets we hold on platform for our users that are participating in staking or custody products. Total assets on platform declined 21% Q/Q in Q4, largely driven by lower crypto asset prices, which declined 16% from 9/30 to 12/31. To a lesser extent, we had modest net outflows in Q4, approximately ⅓ of which were a reduction in fiat balances. A reduction in customer fiat balances is consistent with behavior observed during the prior down market. Despite the market turmoil, our retail customers largely continued to “hodl” on Coinbase at levels similar to Q3. We believe this indicates that retail customers, on average, maintained long-term conviction in crypto and, assuming history repeats itself, are likely to become more active when market conditions improve. Q1’21 Q2’21 56.4 Q3’21 Q2’22Q4’21 145.1 Q1’22 213.4 102.6 Q3’22 151.9 Q4’22 147.4 210.5 282.8 282.8 $100 $200 $300 $0 Revenue as Reported Revenue Adjusted to Avg Q4'22 Price1 $100 $200 $300 Q1’21 Q2’21 33.6 Q3’21 Q2’22Q4’21 73.6 Q1’22 91.4 78.2 52.0 Q3’22 103.1 Q4’22 189.6 $0 Subscription and Services Revenue ($M) 1 Graph is illustrative of subscription and services revenues assuming that average crypto asset prices from the fourth quarter of 2022 were consistent throughout the period shown
Q4 and Full-Year 2022 7 ASSETS ON PLATFORM ($B) Consumer Institutional Total 47 49 96 Q2’22 123 134 256 Q1’22 141 137 278 Q4’21 51 51 101 Q3’22 40 40 80 Q4’22 40 40 80 2022 FULL-YEAR 141 137 278 2021 ASSETS ON PLATFORM (% OF TOTAL) Bitcoin Ethereum Other Crypto Assets Fiat USDC Total 44% 20% 2% 27% 7% 100% Q2’22 42% 24% 1% 30% 4% 100% Q1’22 40% 25% 1% 30% 4% 100% Q4’21 39% 24% 1% 30% 6% 100% Q3’22 41% 26% 1% 26% 6% 100% Q4’22 41% 26% 1% 26% 6% 100% 2022 FULL-YEAR 40% 30% 4% 25% 1% 100% 2021 Note: As a result of the SAB 121 disclosure requirement, investors can now calculate Assets on Platform based on line items on our balance sheet. Please add our “customer crypto liabilities” and “customer custodial cash liabilities” together to calculate total Assets on Platform. Interest income grew 79% Q/Q to $182 million in Q4, of which $146 million was derived from USDC. The primary driver of the increase was the rising interest rate environment which benefited our business in two ways First, higher interest generated via our participation in the USDC ecosystem. We have entered into an agreement with the issuer of USDC, pursuant to which we share any revenue generated from USDC reserves pro rata based on (i) the amount of USDC distributed by each respective party and (ii) the amount of USDC held on each respective party’s platform. In Q4, average interest rates earned on USDC reserves increased compared to Q3. At the end of Q4, we had approximately $2 billion of USDC on our platform - consisting of $1.1 billion of customer USDC and $861 million of corporate owned USDC. In Q4, we continued to expand our USDC Rewards program internationally, and it is now available in nearly 70 countries. USDC Rewards allows eligible customers to earn up to 1.5% APY rewards for holding their USDC on the Coinbase platform Second, we generated higher interest on customer fiat balances in Q4 compared to Q3. While customer fiat balances on our platform declined to $5.0 billion as of 12/31 from $6.6 billion as of 9/30, the increase in average interest rates in Q4 more than offset this decline. Customer fiat balances vary on a quarter to quarter basis depending on customer activity and we do not manage our business to grow these balances. Finally, other subscription and services revenue was $27 million, down 15% Q/Q. The primary driver for this was fewer Learning Rewards campaigns in Q4 vs. Q3. The largest component of other subscription and services is Coinbase One, where we continued to see growth in paid subscribers in Q4. In Q4, we expanded access to Coinbase One to users in certain international markets and launched several additional benefits, including access to Messari Pro for advanced market insights. Note: Figures presented may not sum precisely due to rounding
Q4 and Full-Year 2022 8 Q4 total operating expenses were $1.2 billion, up 3% Q/Q and consistent with our outlook. The sequential increase was driven by anticipated seasonality in our marketing spend, the timing of certain stock-based compensation awards, and a $50 million settlement with NYDFS. Absent the settlement, total operating expenses would have been down ~1% Q/Q. On a full-year basis, 2022 total operating expenses were $5.9 billion, up 24% compared to 2021. We ended Q4 with 4,510 full-time employees, down 4% Q/Q but up 21% Y/Y. As the events of 2022 unfolded, it became clear that we had hired too many people too quickly. We moved quickly, both mid-year and just after year-end, to implement difficult but prudent actions to reduce our headcount while also reorganizing the company to focus on efficiency. We feel confident that we have a more durable cost structure, which combined with our strong balance sheet, positions our expenses to better align with the range of scenarios we are currently forecasting. We anticipate that our January 2023 headcount reduction and ongoing across-the-board cost management efforts will result in a greater than 30% reduction in Q1’23 technology and development, sales and marketing, and general and administrative expenses compared to Q4’22, which would constitute a greater than 25% reduction when excluding the NYDFS settlement in Q4'22. Chapter 3
We have cut our expenses and are positioning Coinbase for improving financial performance. Transaction expense % of net revenue 21% 167.2 Sales and marketing 24% 277.8 % of net revenue 20% 501.1 18% 18% 101.9 140.9 17% 14% 83.0 200.2 20% 629.9 10% 17% 1,267.9 244.6 13% 75.9 15% 93.1 OPERATING EXPENSES 16% 510.1 General and administrative 9% 663.7 Restructuring Technology and development Other operating expenses, net Non-cash crypto related impairment Full-time employees (end of quarter) Total operating expenses Total operating expenses,
absent impairment 42.5 609.2 470.2 377.0 422.8 4,977 1,852.7 1,475.7 0.0 Q2’22 570.7 413.6 209.8 0.0 258.6 4,948 1,720.9 1,511.1 Q1’22 459.6 43.8 (1.2) 297.4 73.5 3,730 1,576.2 1,532.4 Q4’21 0.0 (0.5) 556.3 339.2 74.8 4,706 1,146.8 1,146.8 5.7 40.7 Q3’22 590.1 377.7 40.6 4,510 1,184.0 592.5 1,178.3 0.0 Q4’22 2,326.4 1,600.6 796.8 4,510 119.4 5,904.4 5,311.9 2022 FULL-YEAR 909.4 1,291.6 630.3 3,730 4,762.9 4,643.5 2021 Operating Expenses ($M, except full-time employees) Note: Figures presented may not sum precisely due to rounding
Q4 and Full-Year 2022 9 Q4 transaction expenses were $83 million, down 19% compared to Q3. Transaction expenses decreased to 14% of net revenue in Q4 from 18% in Q3, driven by two primary factors: First, we saw a reduction in transaction losses as a percentage of revenue from several optimization efforts realized in the quarter that we expect to persist, and second, a higher percentage of net revenue coming from interest income, which does not have transaction expenses. To the extent our revenue shifts in composition, transaction expenses as a percentage of net revenue will vary. For example, if USDC revenue increases as a percentage of net revenue, transaction expenses as a percentage of net revenue will decrease since USDC revenue does not have transaction expenses. Conversely, if blockchain rewards increase as a percentage of net revenue, transaction expenses as a percentage of net revenue will increase, since ~75% of blockchain rewards revenue is paid to the consumer. Full-year 2022 transaction expenses were 20% of net revenue and consistent with our outlook. Sales and marketing expenses were $93 million, up 23% Q/Q. The primary driver of the increase was seasonally higher marketing spend, notably driven by our NBA partnership. Full-year 2022 sales and marketing expenses were $510 million, down 23% compared to 2021, and were consistent with our outlook. Technology and development expenses were $590 million, up 6% Q/Q. As expected, the primary driver of the sequential increase was the timing of certain stock-based compensation awards. Full-year 2022 technology and development expenses were $2.3 billion, up 80% compared to 2021. General and administrative expenses were $378 million, up 11% Q/Q. This includes our NYDFS settlement. Full-year 2022 general and administrative expenses were $1.6 billion, up 76% compared to 2021. Other operating expenses declined 46% Q/Q to $41 million. The primary driver of the sequential decline was a reduction in certain platform related incidents and net impairment expenses. Full- year 2022 other operating expenses were $797 million, up 26% compared to 2021. Q4 net loss was $557 million. Full-year 2022 net loss was $2.6 billion and included $694 million in unrealized non-cash crypto asset impairment and impairment to our ventures portfolio. Q4 Adjusted EBITDA was negative $124 million. Full-year 2022 Adjusted EBITDA was negative $371 million, well within the $500 million loss guardrail we communicated in February 2022. Our full-year 2022 tax rate was 14%. On our first earnings call as a public company, we disclosed that we had a fully diluted share count of 261.9 million which included both basic shares as well as options and RSUs that had not yet vested or been exercised. Since then, we have issued approximately 13.5 million net new shares – inclusive of shares issued for acquisitions, the impact of our ESPP, assumes our convertible notes convert to shares, forfeitures, and the impact of net share settlement practice – resulting in a Q4 fully diluted share count of 275.4 million. This includes 230.9 million common shares and approximately 44.6 million additional dilutive shares (which includes 3.9 million shares associated with our convertible notes which have a conversion price of $370.45). Accordingly, total dilution since going public in April 2021 has been approximately 5.2%. Profitability
Share Count
We were an early investor in multifaceted risk management capabilities, with the understanding that effectively managing liquidity, credit, and counterparty risk is critical to the financial health of TradFi and crypto companies alike. Our risk professionals have decades of experience risk- managing businesses across a range of economic cycles. Our commitment to being the most trusted, most transparent, and most disciplined on risk management continues to inspire confidence in our platform amongst institutional clients. We ended Q4 with $5.5 billion in total available $USD resources which we define as cash and cash equivalents, USDC, and custodial account overfunding. This represents a decline of 3% or $148 million compared to Q3. As a reminder, custodial account overfunding represents both customer transaction fees that have been paid but not yet been transferred into a corporate bank account and corporate funds utilized to facilitate customer liquidity – since crypto trades 24/7 and banks are not open 24/7, we are not able to settle these accounts real-time. To calculate this balance, investors should subtract “customer custodial cash liabilities” from “customer custodial funds” on the balance sheet. As of December 31, 2022, this amounted to $212 million. Capital and Liquidity
Q4 and Full-Year 2022 10 Chapter 4
Risk management strength provides for a strong liquidity position and modest counterparty risk. Total $USD Resources ($M) USDC CUSTODIAL
ACCOUNT OVERFUNDING Corporate Cash held at Third Party Venues Money Market Funds Corporate Cash $861M $212M $143M $2,250M $2,032M Total $5,498M
Change in $USD Resources From Q3 to Q4:
Credit and Counterparty Risk
The $148 million sequential decline in $USD resources can be attributed to Operating activities: $171 million net use of cash includes cash operating losses, a $119 million increase in accounts receivable (the majority of which was collected prior to the publication of this letter), $39 million paid in cash interest, and $18 million paid for cash income taxes, offset by $103 million net inflows from hedging collateral as we closed out FX hedging positions. Investing activities: $26 million net use of cash, consisting of $42 million pledged as collateral included within financing products and other, $12 million used for internally developed software and capital expenditures, and $5 million used for M&A / ventures, offset by inflows of $14 million from the sale of crypto inventory, and $19 million of repayments from financing products, principally Retail Borrow Financing activities: $47 million net use of cash, largely driven by net share settlement of employee equity awards offset by proceeds from short-term borrowings Other activities: $96 million increase, primarily due to the effect of FX on corporate cash, offset by net outflows made in USDC. We also consider our crypto assets held as investments as additional unencumbered resources to us. The fair market value of our crypto assets held as investments was $426 million as of December 31, 2022 and had a cost basis of $289 million. When including our crypto investments, total available resources totaled $5,924 million. Risk management is a first principle in our product design. We regularly conduct thorough reviews of counterparty risks, including of the banks we use. Our credit underwriting and limits are governed by internal policies. We hold customer assets 1:1, backed by the same asset deposited with us. Coinbase funds our loans with corporate assets and does not rehypothecate or lend customer assets except in limited circumstances with their consent. Any lending activity at Coinbase is at the discretion of the customer and backed by collateral, which serves as a first layer of protection against potential default contagion. Our longstanding commitment to sound risk management continued to differentiate us through Q4 credit events. As a result No credit losses from our loans to customers No blocking of client withdrawals or loan recalls No changes in access to credit for our institutional trading clients, an Total exposure of $14 million to counterparty insolvencies (consisting entirely of deposits on FTX to facilitate business operations and client trades). We had no material exposure to any other client or counterparty insolvencies, including Voyager, BlockFi, or Genesis. Q4 and Full-Year 2022 11 2022 Q3 to Q4 Change in $USD Resources ($M) Custodial Account Overfunding USDC Cash and Equivalents
(excl. Restricted Cash) 5,646M Sep 30 Operating
(171M)1 Investing
(26M) Financing
(47M)4 Other
96M Total
(148M) Adj. Op. Cash Flow, excl.
In-transit Capex + Internally Developed Software M&A + Ventures Crypto Investments,
Inventory
and Other2 Financing Products and Other Short-term Borrowings Net Equity Transactions3 Other5 Dec 31 5,007M 368M 271M 5,498M 4,425M 861M 212M (12M) (171M) (5M) 14M (23M) 20M (67M) 96M 1 Cash flows due to operating activities, excluding the net change in USDC. 2 Crypto purchases and disposals across crypto investment portfolio, operating purposes, and other business activities. 3 Net cash paid for taxes related to net share settlement of equity awards, offset by cash received for the issuance of common stock upon exercises of stock options, net of repurchases and proceeds for the employee stock purchase plan. 4 Excludes net change in customer custodial cash liabilities. 5 Includes effect of FX on corporate cash, net outflows made in USDC, movement of restricted cash, and other.
Q4 and Full-Year 2022 12 We also have counterparty exposure to banks where we hold customer and corporate fiat. We have policies and procedures that govern where we deposit client cash, how much we put in each bank in aggregate, and how much we can hold in each bank per customer. At the end of Q4, we had total credit and counterparty risk, excluding deposits at banks, of $427 million comprised of the following: Assets Current assets: Total current assets Cash and cash equivalents Restricted cash Customer custodial funds Customer crypto assets USDC Accounts and loans receivable, net of allowance Income tax receivable Prepaid expenses and other current assets December 31, 2022 4,425,021 25,873 5,041,119 75,413,188 861,149 404,376 60,441 217,048 86,448,215 Non-current assets: Crypto assets held Lease right-of-use assets Property and equipment, net Goodwill Intangible assets, net Other non-current assets Total assets 424,393 69,357 171,853 1,073,906 135,429 1,401,720 89,724,873 Current liabilities: Liabilities Customer custodial cash liabilities Customer crypto liabilities Accounts payable Accrued expenses and other current liabilities Crypto asset borrowings Lease liabilities, current Non-current liabilities: Lease liabilities, non-current Long-term debt Other non-current liabilities Total liabilities Total current liabilities 4,829,587 75,413,188 56,043 331,236 151,505 33,734 42,044 3,393,448 19,531 84,270,316 80,815,293 Page 127 of 10-K (in $ thousands) 100M 184M 143M 427M Loans to
Customers1 Collateral
Posted2 Cash held at
3rd Party Venues3 Total credit and counterparty risk, excluding banks Note: Figures presented may not sum precisely due to rounding. Accounts and loans receivable, net of allowance Custodial fee revenue receivable Loans receivable Crypto asset loan receivables Interest and other receivables Allowance for doubtful accounts Total accounts and loans receivable, net of allowance December 31, 2022 8,434 98,203 85,826 223,413 (11,500) 404,376 Page 157 of 10-K (in $ thousands) Prepaid expenses Assets pledged as collateral Other Total prepaid expenses and other current assets Other non-current assets 98,204 100,007 18,837 217,048 Prepaid expenses and other current assets Strategic Investments Deferred tax assets Deposits Other Total other non-current assets 326,683 1,046,791 10,989 17,257 1,401,720 Page 164 of 10-K (in $ thousands) Cash equivalents Cash held at banks 2,250.1 Cash held at venues 2,031.7 143.2 Cash and cash equivalents Restricted cash USDC 25.9 861.1 Page 112 of 10-K (in $ millions) Total cash and cash equivalents 4,425.0 1 We extend loans in fiat and crypto, collateralized by fiat and crypto. Our Retail Borrow program allows customers to borrow up to 40% of the value of the Bitcoin in their account, up to a total of $1 million. In our Institutional program, our standard practice is to require 100%+ in collateral, and we always measure risk against a substantially higher stressed price move. 2 When we enter into hedging transactions or when we borrow, we may be required to post collateral. 3 We hold cash at venues, which may include traditional financial institutions and payment providers or cryptocurrency companies. At year-end, 100% was with traditional financial institutions and service providers. Credit and Counterparty Risk (as of 12/31/22)
Q4 and Full-Year 2022 13 We have shared in previous quarters that crypto policy is at an important period of transition. That is more true now than it has ever been, and we expect 2023 to be a significant year for crypto policy in the United States and abroad. This could pave the way for crypto to realize its full innovative potential, but could also result in further actions by policymakers and regulators that would have a negative impact on the industry. We are preparing for both eventualities. The public conversation around crypto policy is receiving more attention from the crypto community than it ever has before. FTX’s collapse in November 2022 was undeniably a catalyst for this increased attention. The actions taken by some regulators in response to that collapse, however, have kept the policy conversation at the forefront. Coinbase has concerns about those actions that appear more designed to be punitive and reactive than to address actual consumer interests and the realities of how crypto works. There is, nevertheless, a lot of reason to be optimistic about how crypto policy is developing globally. The European Union’s MiCA framework was finalized in October 2022. Since then, the EU and its member states have directed their attention toward operationalizing and implementing this framework. The significance of this agreement cannot be understated – a fit- for-purpose framework for crypto will be applied throughout 27 different member nations (representing roughly one-sixth of the global economy) in order to create predictability and stability for the industry in those nations. The EU is not the only jurisdiction that sees the value of this. The President of Brazil signed legislation into law in December 2022 that affirms crypto’s use as a payment within the country, directs the appointment of a single regulator to oversee crypto, and ultimately ensures better consumer protection and compliance with anti-money laundering rules. The United Kingdom also published a detailed consultation in January of this year that outlines the UK’s plan for regulating crypto asset service providers; this consultation appears to be the first step in the UK executing on its commitment to become a global crypto hub. Finally, the Indian government resolved to champion the development of an international crypto regulatory framework as part of their G20 presidency this year. Other major crypto proposals are being developed in jurisdictions like Australia, Switzerland, and Hong Kong. These international jurisdictions are doing the hard work of drafting fit-for-purpose rules to govern the industry, which will benefit both consumers and industry participants alike. To be sure, Coinbase and other industry players are also putting in the work to create alignment between the developing cryptoeconomy and reasonable government regulation. Coinbase entered into a consent order with the NYDFS in January of this year that stemmed from past shortcomings in our compliance program. We took NYDFS’s concerns seriously and did intensive work to address their concerns, including building new crypto-focused anti-money laundering and sanctions tools, enhancing our Transaction Monitoring System, maturing our Enhanced Due Diligence program, and more. These kinds of steps and collaborative work with regulators position Coinbase to thrive in the regulated space – for example, we are now the standard bearer when it comes to complying with the guidance NYDFS issued in January 2023 on custodial structures for consumer protection. We have shown the same dedication to pragmatism in our policy advocacy. In July of last year we filed a petition for rulemaking with the Securities and Exchange Commission (SEC) that asked for a public rulemaking on digital asset securities. The purpose of our petition is to encourage the SEC to work with the public on a process to eliminate the barriers to crypto companies seeking to register with the agency in order to offer digital asset securities, while ensuring customer protection and fair and orderly markets. To further contribute to this effort, we submitted a comment that detailed some of what we believe should be contained in that SEC rule. We are pleased that more than 1,600 submissions also came in to the SEC in support of our petition, including from the Center for Markets Competitiveness at the US Chamber of Commerce, and other organizations. Chapter 5
Regulation is coming and we believe we are positioned to benefit.
Q4 and Full-Year 2022 14 Disappointingly, we are not seeing regulators necessarily welcoming transparency and public participation in their rule-making. United States’ agencies, in particular, are demonstrating a disjointed stance regarding crypto that is pushing the industry overseas. The SEC, for example, has not responded to our petition, and the industry continues to grapple with the SEC’s approach to instead regulate via enforcement action. The SEC seems determined to increase its jurisdiction over digital assets, despite most of the existing US market not satisfying Howey or any other test that would result in digital assets being securities, as well as persistent, real questions about whether or how those standards should apply at all to digital assets and secondary markets. In the absence of federal legislation, public rulemaking is a necessary step for regulators seeking jurisdiction over parts of the industry. While the SEC moves to expand its jurisdiction, other agencies seem to prefer for crypto to be pushed out of the regulatory sphere. The Federal Reserve, Federal Deposit Insurance Corporation, and Office of the Comptroller of the Currency issued a joint statement in January 2023 discouraging banks from owning crypto assets on public blockchains. Some banks have felt subsequent pressure to provide fewer basic services to crypto companies. Because banks engage in thorough vetting of companies that they take on as clients, this loss of access to banking services has the unfortunate effect of reducing protections for consumers, and ultimately cedes this important innovation to the rest of the world. We will continue to partner with financial institutions globally to work through these challenges, demonstrating the rigorous and mature approach Coinbase has taken to maintenance of these important relationships. In the face of this disjointed approach in the United States, the need for federal legislation is more important than ever. We believe and strongly advocate that the United States should follow the lead of jurisdictions around the world that have created frameworks to establish consistency and certainty for the industry. Congress seems to recognize this need – it has held multiple hearings on crypto since the fall of FTX. We expect the relevant committees in Congress to begin concrete action to develop and consider crypto-related legislation. Tangible progress in Congress will be important, and will also demonstrate to relevant agencies the importance of allowing crypto companies to operate in and with the regulated sphere in ways that advance the goals of consumer protection, protect against systemic risk, and grow this innovative industry. We enter 2023 with a focus on cost management, efficiency, and a goal to improve full-year Adjusted EBITDA in absolute dollar terms on a year over year basis. Crypto remains volatile and we have limited ability to forecast our transaction revenues which remain correlated with crypto market capitalization and crypto asset volatility. As such, we are prepared to manage our business through a wide range of transaction revenue scenarios in 2023, which include possible increases, decreases or stabilization of crypto market capitalization and crypto asset volatility compared to levels at the end of 2022. In addition to our focus on cost reduction and efficiency, we are more rigorously assessing our product-market fit, and taking a scrappier approach to investments in new and unproven products by, for example, getting back to smaller team sizes. We are controlling what we can control and contingency planning for what we cannot. You can expect us to be nimble and adapt to the market if conditions evolve outside the range of scenarios we have currently planned for. Crypto markets have improved thus far in Q1 compared to Q4. Total crypto market cap is up 40% year-to-date through February 17. In addition, crypto asset volatility is 5% higher over this same time period compared to Q4. These market dynamics are reflected in our trading business. We generated $120 million of transaction revenue in January 2023. We caution investors not to extrapolate these results forward. Last year’s experience reminds us how quickly the market can evolve and we are mindful that industry dynamics - across multiple dimensions - remain in flux. Q1’23 Outlook
Chapter 6
Outlook
In that spirit, our outlook reflects what we believe are the most stable and predictable elements of our business, specifically subscription and services revenue and expenses, as outlined below. Looking Ahead
Given the unpredictability of crypto markets, we have limited certainty around the rest of the year. But in the spirit noted above, we are operating toward a goal of improving Adjusted EBITDA in absolute dollar terms versus full-year 2022 and believe our recent cost reduction efforts help position us to do so. As we look out to the full year, we do not expect to meaningfully increase our headcount compared to Q1 levels which we anticipate to be in the neighborhood of 3,650 people. Q4 and Full-Year 2022 15 Coinbase Q1 2023 Outlook Metric Subscription and Services Revenue Transaction Expenses Technology and Development + General and Administrative Expenses Sales and Marketing Expenses Restructuring Expenses $300 million - $325 million Approximately $150 million Mid teens as a % of net revenue $625 million - $675 million Including ~$200M in stock-based compensation $60 million - $70 million Including ~$15M in stock-based compensation OUTLOOK
Q4 and Full-Year 2022 16 Webcast Information
Forward Looking Statements
Non-GAAP Financial Measure
We will host a question and answer session to discuss the results for the fourth quarter and full- year 2022 on February 21, 2023 at 2:30 pm PT. The live webcast of the call will be available on the Investor Relations section of Coinbase’s website at https://investor.coinbase.com. A replay of the call as well as a transcript will be available on the same website. This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial position, including for the first quarter and the full-year ending December 31, 2023, anticipated future expenses and investments; expectations relating to certain of our key financial and operating metrics; our business strategy and plans; expectations relating to our industry, the regulatory environment, market conditions, trends and growth; expectations relating to customer behaviors and preferences; our ability to fund our operations through periods of macroeconomic uncertainty and significant volatility in the cryptoeconomy our market position; and potential market opportunities, and our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, among others: our ability to successfully execute our business and growth strategy and generate future profitability; market acceptance of our products and services; our ability to further penetrate our existing customer base and expand our customer base; our ability to develop new products and services; our ability to expand internationally; the success of any acquisitions or investments that we make; the effects of increased competition in our markets; our ability to stay in compliance with applicable laws and regulations; stock price fluctuations; market conditions across the cryptoeconomy, including crypto asset price volatility; and general market, political and economic conditions, including interest rate fluctuations. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results are, or will be included, in our filings we make with the Securities and Exchange Commission (SEC) from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward- looking statements. In addition to our results determined in accordance with US generally accepted accounting principles (GAAP), we believe Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance. However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Among other non-cash and non- recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense
Q4 and Full-Year 2022 17 for our business and an important part of our compensation strategy. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation of Adjusted EBITDA to net income (loss) can be found below in the table captioned “Reconciliation of Net Income (Loss) to Adjusted EBITDA.” Investors are encouraged to review the related GAAP financial measures and the reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We calculate Adjusted EBITDA as net income (loss), adjusted to exclude provision for or benefit from income taxes, depreciation and amortization, interest expense, crypto asset borrowing costs, stock-based compensation expense, crypto asset impairment, net, impairment on investments, other impairment, non-recurring direct listing expenses, restructuring, change in unrealized foreign exchange, fair value gain or loss on foreign exchange derivatives, fair value gain or loss on derivatives, non-recurring legal reserves and related costs, and other adjustments, net.
December 31, 2022 2021 Assets Current assets: Cash and cash equivalents ............................................................................................. $ 4,425,021 $ 7,123,478 Restricted cash ................................................................................................................. 25,873 30,951 Customer custodial funds ............................................................................................... 5,041,119 10,617,552 Customer crypto assets(1) ................................................................................................ 75,413,188 — USDC ................................................................................................................................. 861,149 100,096 Accounts and loans receivable, net of allowance ....................................................... 404,376 304,706 Income tax receivable ...................................................................................................... 60,441 61,231 Prepaid expenses and other current assets ................................................................ 217,048 135,849 Total current assets ..................................................................................................... 86,448,215 18,373,863 Crypto assets held ................................................................................................................. 424,393 988,193 Lease right-of-use assets ..................................................................................................... 69,357 98,385 Property and equipment, net ............................................................................................... 171,853 59,230 Goodwill ................................................................................................................................... 1,073,906 625,758 Intangible assets, net ............................................................................................................ 135,429 176,689 Other non-current assets ...................................................................................................... 1,401,720 952,307 Total assets .................................................................................................................. $ 89,724,873 $ 21,274,425 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity Current liabilities: Customer custodial cash liabilities ................................................................................. $ 4,829,587 $ 10,480,612 Customer crypto liabilities(2) ............................................................................................ 75,413,188 — Accounts payable ............................................................................................................. 56,043 39,833 Accrued expenses and other current liabilities ............................................................ 331,236 439,559 Crypto asset borrowings ................................................................................................. 151,505 426,665 Lease liabilities, current ................................................................................................... 33,734 32,366 Total current liabilities ................................................................................................. 80,815,293 11,419,035 Lease liabilities, non-current ................................................................................................ 42,044 74,078 Long-term debt ....................................................................................................................... 3,393,448 3,384,795 Other non-current liabilities .................................................................................................. 19,531 14,828 Total liabilities ............................................................................................................... 84,270,316 14,892,736 Commitments and contingencies ........................................................................................ Stockholders’ equity: Class A common stock, $0.00001 par value; 10,000,000 shares authorized at December 31, 2022 and 2021; 182,796 and 168,807 shares issued and outstanding at December 31, 2022 and 2021, respectively ........................................... 2 2 Class B common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2022 and 2021; 48,070 and 48,310 shares issued and outstanding at December 31, 2022 and 2021, respectively ........................................... — — Additional paid-in capital ................................................................................................. 3,767,686 2,034,658 Accumulated other comprehensive loss ....................................................................... (38,606) (3,395) Retained earnings ............................................................................................................ 1,725,475 4,350,424 Total stockholders’ equity ........................................................................................... 5,454,557 6,381,689 Total liabilities, convertible preferred stock, and stockholders’ equity ........... $ 89,724,873 $ 21,274,425 __________________ (1) Safeguarding assets (2) Safeguarding liabilities Coinbase Global, Inc. Consolidated Balance Sheets (In thousands, except par value data) (unaudited)
Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Revenue: Net revenue ............................................. 604,946 2,490,026 3,148,815 7,354,753 Other revenue ......................................... 24,162 8,437 45,393 484,691 Total revenue ......................................... 629,108 2,498,463 3,194,208 7,839,444 Operating expenses: Transaction expense ............................ 82,991 501,181 629,880 1,267,924 Technology and development ............. 590,103 459,611 2,326,354 1,291,561 Sales and marketing ............................ 93,103 244,572 510,089 663,689 General and administrative ................. 377,682 297,324 1,600,586 909,392 Restructuring ......................................... (518) — 40,703 — Other operating expense, net ............. 40,619 73,451 796,804 630,308 Total operating expenses .................. 1,183,980 1,576,139 5,904,416 4,762,874 Operating (loss) income ................. (554,872) 922,324 (2,710,208) 3,076,570 Interest expense ..................................... 21,600 21,440 88,901 29,160 Other expense (income), net ................ (5,594) 10,344 265,473 20,463 (Loss) income before income taxes .. (570,878) 890,540 (3,064,582) 3,026,947 (Benefit from) provision for income taxes ........................................................ (13,877) 50,332 (439,633) (597,173) Net (loss) income ................................. $ (557,001) $ 840,208 $ (2,624,949) $ 3,624,120 Net (loss) income attributable to common stockholders: Basic ....................................................... $ (557,001) $ 832,929 $ (2,624,949) $ 3,096,958 Diluted .................................................... $ (557,853) $ 836,507 $ (2,631,179) $ 3,190,404 Net (loss) income per share attributable to common stockholders: Basic ....................................................... $ (2.46) $ 3.90 $ (11.81) $ 17.47 Diluted .................................................... $ (2.46) $ 3.32 $ (11.83) $ 14.50 Weighted-average shares of common stock used to compute net (loss) income per share attributable to common stockholders: Basic ....................................................... 226,758 213,741 222,314 177,319 Diluted .................................................... 226,769 252,279 222,338 219,965 Stock-based Compensation Expense Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Technology and development .................. $ 300,410 $ 190,831 $ 1,093,983 $ 571,861 Sales and marketing .................................. 23,340 12,645 76,153 32,944 General and administrative ....................... 106,995 59,052 395,687 215,880 Total .............................................................. $ 430,745 $ 262,528 $ 1,565,823 $ 820,685 Coinbase Global, Inc. Consolidated Statements of Operations (In thousands, except per share data) (unaudited)
Cash flows from operating activities Net (loss) income .......................................................................................................................... $ (2,624,949) $ 3,624,120 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization .............................................................................................. 154,069 63,651 Crypto asset impairment expense ........................................................................................ 757,257 329,152 Investment impairment expense ........................................................................................... 101,445 — Other impairment expense .................................................................................................... 26,518 500 Stock-based compensation expense ................................................................................... 1,565,823 820,685 Provision for transaction losses and doubtful accounts .................................................... (13,051) 22,390 (Gain) loss on disposal of property and equipment ........................................................... (58) 1,425 Deferred income taxes ........................................................................................................... (468,035) (558,329) Unrealized loss (gain) on foreign exchange ....................................................................... 28,516 (14,944) Non-cash lease expense ....................................................................................................... 31,123 34,542 Change in fair value of contingent consideration ............................................................... (8,312) (924) Realized gain on crypto assets ............................................................................................. (36,666) (178,234) Crypto assets received as revenue ...................................................................................... (470,591) (1,015,920) Crypto asset payments for expenses .................................................................................. 383,221 815,783 Fair value loss (gain) on derivatives .................................................................................... 7,410 (32,056) Amortization of debt discount and issuance costs ............................................................. 9,253 5,031 Loss (gain) on investments .................................................................................................... 3,056 (20,138) Changes in operating assets and liabilities: USDC ........................................................................................................................................ (848,138) (77,471) Accounts and loans receivable ............................................................................................. (141,023) 28,511 Deposits in transit .................................................................................................................... 28,952 (36,527) Income taxes, net .................................................................................................................... 1,906 (62,145) Other current and non-current assets .................................................................................. 19,237 (20,060) Accounts payable .................................................................................................................... 18,612 27,330 Lease liabilities ........................................................................................................................ (10,223) (20,596) Other current and non-current liabilities .............................................................................. (100,771) 302,396 Net cash (used in) provided by operating activities .................................................................... (1,585,419) 4,038,172 Cash flows from investing activities Purchase of property and equipment ...................................................................................... (2,933) (2,910) Proceeds from sale of property and equipment .................................................................... 83 31 Capitalized internal-use software development costs .......................................................... (61,038) (22,073) Business combinations, net of cash acquired ....................................................................... (186,150) (70,911) Purchase of investments ........................................................................................................... (63,048) (326,513) Purchase of assembled workforce .......................................................................................... — (60,800) Proceeds from settlement of investments .............................................................................. 1,551 5,159 Purchase of crypto assets held ................................................................................................ (1,400,032) (3,009,086) Disposal of crypto assets held ................................................................................................. 969,185 2,574,032 Loans originated ......................................................................................................................... (207,349) (336,189) Proceeds from repayment of loans ......................................................................................... 327,539 124,520 Assets pledged as collateral ..................................................................................................... (41,630) — Net cash used in investing activities ............................................................................................. (663,822) (1,124,740) Year Ended December 31, 2022 2021 Coinbase Global, Inc. Consolidated Statements of Cash Flows (In thousands) (unaudited)
Cash flows from financing activities Issuance of common stock upon exercise of stock options, net of repurchases ............. 51,497 217,064 Taxes paid related to net share settlement of equity awards .............................................. (351,867) (262,794) Proceeds received under the ESPP ....................................................................................... 20,848 19,889 Other financing activities ........................................................................................................... 3,679 — Customer custodial cash liabilities .......................................................................................... (5,562,558) 6,691,859 Issuance of shares from exercise of warrants ....................................................................... — 433 Issuance of convertible senior notes, net ............................................................................... — 1,403,753 Issuance of senior notes, net ................................................................................................... — 1,976,011 Purchase of capped calls .......................................................................................................... — (90,131) Proceeds from short-term borrowings .................................................................................... 190,956 20,000 Repayment of short-term borrowings ..................................................................................... (191,073) — Net cash (used in) provided by financing activities ..................................................................... (5,838,518) 9,976,084 Net (decrease) increase in cash, cash equivalents, and restricted cash ................................ (8,087,759) 12,889,516 Effect of exchange rates on cash, cash equivalents, and restricted cash .............................. (163,257) (64,883) Cash, cash equivalents, and restricted cash, beginning of period ........................................... 17,680,662 4,856,029 Cash, cash equivalents, and restricted cash, end of period ..................................................... $ 9,429,646 $ 17,680,662 Cash, cash equivalents, and restricted cash consisted of the following: Cash and cash equivalents ...................................................................................................... $ 4,425,021 $ 7,123,478 Restricted cash ........................................................................................................................... 25,873 30,951 Customer custodial cash ........................................................................................................... 4,978,752 10,526,233 Total cash, cash equivalents, and restricted cash ...................................................................... $ 9,429,646 $ 17,680,662 Supplemental disclosure of cash flow information Cash paid during the period for interest ................................................................................. $ 82,399 $ 3,793 Cash paid during the period for income taxes ....................................................................... 35,888 68,614 Operating cash outflows for amounts included in the measurement of operating lease liabilities ....................................................................................................................................... 14,528 20,061 Supplemental schedule of non-cash investing and financing activities Unsettled purchases of property and equipment .................................................................. $ — $ 808 Right-of-use assets obtained in exchange for operating lease obligations ...................... 3,059 27,286 Non-cash consideration paid for business combinations .................................................... 324,925 571,196 Purchase of crypto assets and investments with non-cash consideration ....................... 19,967 13,511 Redemption of investments with non-cash consideration ................................................... 5,000 — Disposal of crypto assets for non-cash consideration .......................................................... 617 — Crypto assets borrowed ............................................................................................................ 920,379 1,134,876 Crypto assets borrowed repaid with crypto assets ............................................................... 1,432,688 609,600 Non-cash assets pledged as collateral ................................................................................... 58,377 — Non-cash assets received as collateral .................................................................................. 26,874 — Year Ended December 31, 2022 2021 Coinbase Global, Inc. Consolidated Statements of Cash Flows (In thousands) (unaudited)
Reconciliation of Net Income (Loss) to Adjusted EBITDA (unaudited) Q4’21 Q1’22 Q2’22 Q3’22 Q4’22 FY’22 FY’21 (in thousands) Net income (loss) .................... $ 840,208 $ (429,659) $ (1,093,654) $ (544,635) $ (557,001) $ (2,624,949) $ 3,624,120 Adjusted to exclude the following: (Benefit from) provision for income taxes .............. 50,332 (179,786) (146,915) (99,055) (13,877) (439,633) (597,173) Depreciation and amortization ...................... 23,018 31,580 42,027 40,114 40,348 154,069 63,651 Interest expense .............. 21,440 22,138 23,656 21,507 21,600 88,901 29,160 Crypto asset borrowing costs .................................. 2,322 1,436 1,566 945 2,728 6,675 11,847 Stock-based compensation ................... 262,528 352,141 391,496 391,441 430,745 1,565,823 820,685 Crypto asset impairment, net(1) ............. 43,752 209,818 377,005 — 5,672 592,495 119,421 Impairment on investments ...................... — — 69,289 1,577 30,579 101,445 — Other impairment(2) ......... 500 1,179 6,770 1,122 17,446 26,518 500 Non-recurring Direct Listing expenses .............. — — — — — — 39,160 Restructuring .................... — — 42,453 (1,232) (518) 40,703 — Change in unrealized foreign exchange ............. (31,028) 7,389 107,683 77,181 (163,736) 28,516 (14,944) Fair value (gain) loss on foreign exchange derivatives ........................ — — — (22,935) 22,935 — — Fair value loss (gain) on derivatives ........................ (8,233) 3,452 (2,500) 2,399 4,059 7,410 (32,056) Non-recurring legal reserves and related costs .................................. — — 14,250 — 50,000 64,250 1,500 Other adjustments, net ... — — 15,797 15,679 (15,097) 16,379 24,200 Adjusted EBITDA .................... $ 1,204,839 $ 19,688 $ (151,077) $ (115,892) $ (124,117) $ (371,398) $ 4,090,071 __________________ Note: Figures presented above may not sum precisely due to rounding (1) Crypto asset impairment, net represents impairment on crypto assets still held. (2) Other impairment represents impairment on intangible assets of $0.5 million, $1.2 million, $3.2 million, $0.1 million and $0.2 million for the three months ended December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively, and $3.6 million, $1.0 million and $17.2 million of impairment on property and equipment for the three months ended June 30, 2022, September 30, 2022 and December 31, 2022.