Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report, and should be read in conjunction with our interim unaudited condensed consolidated financial statements and notes elsewhere in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2022 Form 10-K. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which might not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”
Data as of and for the three months ended March 31, 2022 and 2023 has been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.
We refer to our “users” and our “customers” interchangeably throughout this Quarterly Report to refer to individuals who hold accounts on our platform.
Glossary Terms
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Automated Customer Account Transfer Service (“ACATS”)**: A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another.
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Churned Account:** An account is considered “Churned” if it was ever a New Funded Account whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding certain Company-initiated Credits) drops to or below zero for at least 45 consecutive calendar days. Negative balances typically result from Fraudulent Deposit Transactions (as defined below) and unauthorized debit card use, and less often, from margin loans.
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Company-initiated Credits:** Company-initiated Credits are amounts that are deposited into a Robinhood Account by the Company with no action taken by the user. Examples of Company-initiated Credits excluded for purposes of identifying Churned Accounts and Resurrected Accounts are price correction credits, related interest adjustments, and fee adjustments.
*•*Daily Average Revenue Trades (“DARTs”): We define DARTs for any asset class as the total number of revenue generating trades for such asset class executed during a given period divided by the number of trading days for such asset class in that period.
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Fraudulent Deposit Transactions: Occur when users initiate deposits into their accounts, make trades on our platform using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount.
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Margin Book: We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).
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New Funded Account: We define a New Funded Account as a Robinhood Account into which the user makes an initial deposit, money transfer or asset transfer, of any amount during the relevant period.
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Notional Trading Volume: We define Notional Trading Volume for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class over a specified period of time.
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Options Contracts Traded:** We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.
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Resurrected Account: An account is considered “Resurrected” in a stated period if it was a Churned Account as of the end of the immediately preceding period and its balance (excluding certain Company-initiated Credits) rises above zero.
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Robinhood Account**: We define a Robinhood Account as a unique log-in that provides the account user access to any and all of the Robinhood products offered on our platform.
Key Performance Metrics
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Net Cumulative Funded Accounts (“NCFA”)**: We define Net Cumulative Funded Accounts as New Funded Accounts less Churned Accounts plus Resurrected Accounts.
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Monthly Active Users (“MAU”)**: We define MAUs as the number of unique Robinhood Accounts who meet one of the following criteria at any point during a specified calendar month: a) executes a debit card transaction, b) transitions between two different screens on a mobile device while logged into their Robinhood Account or c) loads a page in a web browser while logged into their Robinhood Account. A user need not satisfy these conditions on a recurring monthly basis or have a funded account to be included in MAU. MAU figures in this Quarterly Report reflect MAU for the last month of the relevant period presented. We utilize MAU to measure how many customers interact with our products and services during a given month. MAU does not measure the frequency or duration of the interaction, but we consider it a useful indicator for engagement. Additionally, MAUs are positively correlated with, but are not indicative of, the performance of revenue and other key performance indicators.
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Assets Under Custody (“AUC”)**: We define AUC as the sum of the fair value of all equities, options, cryptocurrency and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in AUC in any given period.
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Net Deposits:** We define Net Deposits as all cash deposits and asset transfers received from customers, net of reversals, customer cash withdrawals, and other assets transferred out of our platform (assets transferred in or out include debit card transactions, ACATS transfers, and custodial crypto wallet transfers) for a stated period.
*•*Growth Rate and Annualized Growth Rate with respect to Net Deposits: When used with respect to Net Deposits, "growth rate" and "annualized growth rate" provide information about Net Deposits relative to total AUC. "Growth rate" is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. "Annualized growth rate" is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by AUC for the immediately preceding quarter.
- Average Revenue Per User (“ARPU”)**: We define ARPU as total revenue for a given period divided by the average of Net Cumulative Funded Accounts on the last day of that period and the last day of the immediately preceding period.
Overview
Robinhood was founded on the belief that everyone should be welcome to participate in our financial system. We are creating a modern financial services platform for everyone, regardless of their wealth, income, or background.
Our mission is to democratize finance for all. We use technology to provide access to the financial system in a way that is simple and convenient for our customers. We believe investing should be familiar and welcoming, with a simple design and an intuitive interface, so that customers are empowered to achieve their goals. We started with a revolutionary, bold brand and design in the Robinhood app which makes investing approachable for millions. We pioneered commission-free stock trading with no account minimums, which the rest of the industry emulated, and we continue to build relationships with our customers by introducing new products that further expand access to the financial system. Through these efforts, we believe we have made investing culturally relevant and understandable, and that our platform is enabling our customers to become long-term investors and take greater control of their finances.
Financial Results and Performance
With respect to the three months ended March 31, 2023, as compared to the three months ended March 31, 2022:
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we generated total net revenues of $441 million compared to $299 million, for a year-over-year increase of 47%.
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we incurred a net loss of $511 million, or -$0.57 per share, compared to net loss of $392 million, or -$0.45 per share;
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operating expenses were $950 million compared to $690 million, for a year-over-year increase of 38%;
◦SBC expense totaled $598 million, of which $485 million related to the 2021 Founders Award Cancellation, compared to $220 million, for a year-over-year increase of 172%;
*•*our Adjusted EBITDA (non-GAAP) was positive $115 million compared to negative $143 million, for year-over-year increase of $258 million;
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we had NCFA of 23.1 million compared to 22.8 million, for year-over-year growth of 1%;
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we had MAU of 11.8 million compared to 15.9 million, for a year-over-year decrease of 26%, as our customers continued to navigate the volatile market environment;
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we had AUC of $78.4 billion compared to $93.1 billion, for a year-over-year decrease of 16%, primarily due to decreasing asset values between the periods;
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Net Deposits were $4.4 billion, which translates to an annualized growth rate of 29%, compared to $5.7 billion, which translates to an annualized growth rate of 23%. Over the past twelve months, Net Deposits were $17.1 billion, which translates to a growth rate of 18% relative to AUC at March 31, 2023;
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we had ARPU of $77 compared to $53, for a year-over-year increase of 45%.
Adjusted EBITDA is a non-GAAP financial measure. For more information about Adjusted EBITDA, including the definition and limitations of such measure, and a reconciliation of net income (loss) to Adjusted EBITDA, please see “—Non-GAAP Financial Measures” below.
Recent Developments
2021 Founders Award Cancellation
In February 2023, we cancelled the 2021 Market-Based RSUs granted to our founders of 35.5 million unvested shares. We recognized $485 million SBC expense related to the cancellation during the three months ended March 31, 2023. No further expense associated with these awards will be recognized after the cancellation. No other payments, replacement equity awards or benefits were granted in connection with the cancellation. The 2021 Founders Award Cancellation will lower our operating expenses by up to $50 million per quarter starting in the second quarter of 2023.
2023 Banking Events
In March 2023, certain U.S. banks failed and were taken over by the FDIC. As of March 31, 2023, our exposure to impacted U.S. banks is immaterial, and we have taken steps to help ensure that the loss of all or a significant portion of any uninsured amount would not have an adverse effect on our ability to pay our operational expenses or make other payments.
Key Performance Metrics
In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions:
| Three Months Ended March 31, | ||||||||||||||
| 2022 | 2023 | |||||||||||||
| NCFA(1) (in millions) | 22.8 | 23.1 | ||||||||||||
| MAU (in millions) | 15.9 | 11.8 | ||||||||||||
| AUC(2) (in billions) | $ | 93.1 | $ | 78.4 | ||||||||||
| Net Deposits (in billions) | $ | 5.7 | $ | 4.4 | ||||||||||
| ARPU (in dollars) | $ | 53 | $ | 77 |
(1)The following table describes the annual changes within NCFA:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2022 | 2023 | ||||||||||||
| Beginning NCFA | 22.7 | 23.0 | ||||||||||||
| New funded accounts | 0.5 | 0.3 | ||||||||||||
| Resurrected accounts | 0.1 | 0.1 | ||||||||||||
| Churned accounts | (0.5) | (0.3) | ||||||||||||
| Ending NCFA | 22.8 | 23.1 |
(2)The following table sets out the components of AUC by type of asset:
| Three Months Ended March 31, | ||||||||||||||
| (in billions) | 2022 | 2023 | ||||||||||||
| Equities | $ | 68.5 | $ | 55.3 | ||||||||||
| Cryptocurrencies | 19.7 | 11.5 | ||||||||||||
| Options | 1.1 | 0.4 | ||||||||||||
| Cash held by users | 9.2 | 14.2 | ||||||||||||
| Receivables from users | (5.4) | (3.0) | ||||||||||||
| AUC | $ | 93.1 | $ | 78.4 |
The following table describes the changes within AUC:
| Three Months Ended March 31, | ||||||||||||||
| (in billions) | 2022 | 2023 | ||||||||||||
| Beginning AUC | $ | 98.0 | $ | 62.2 | ||||||||||
| Net Deposits | 5.7 | 4.4 | ||||||||||||
| Net market gains (losses) | (10.6) | 11.8 | ||||||||||||
| Ending AUC | $ | 93.1 | $ | 78.4 |
Non-GAAP Financial Measures
Adjusted EBITDA
We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to total net revenues, net income (loss), and other
results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vii) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.
The following table presents a reconciliation of net loss, which is the most directly comparable GAAP measure, to Adjusted EBITDA:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2022 | 2023 | |||||||||||||||||||||
| Net loss | $ | (392) | $ | (511) | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Interest expenses related to credit facilities | 6 | 6 | |||||||||||||||||||||
| Provision for income taxes | 1 | 2 | |||||||||||||||||||||
| Depreciation and amortization | 12 | 20 | |||||||||||||||||||||
| EBITDA (non-GAAP) | (373) | (483) | |||||||||||||||||||||
| 2021 Founders Award Cancellation | — | 485 | |||||||||||||||||||||
| SBC excluding 2021 Founders Award Cancellation | 220 | 113 | |||||||||||||||||||||
| Significant legal and tax settlements and reserves | 10 | — | |||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (143) | $ | 115 |
Results of Operations
The following table summarizes our unaudited condensed consolidated statements of operations data:
| (in millions) | Three Months Ended March 31, | |||||||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Transaction-based revenues | $ | 218 | $ | 207 | ||||||||||||||||||||||
| Net interest revenues | 55 | 208 | ||||||||||||||||||||||||
| Other revenues | 26 | 26 | ||||||||||||||||||||||||
| Total net revenues | 299 | 441 | ||||||||||||||||||||||||
| Operating expenses:(1) | ||||||||||||||||||||||||||
| Brokerage and transaction | 31 | 36 | ||||||||||||||||||||||||
| Technology and development | 268 | 199 | ||||||||||||||||||||||||
| Operations | 91 | 42 | ||||||||||||||||||||||||
| Marketing | 32 | 26 | ||||||||||||||||||||||||
| General and administrative | 268 | 647 | ||||||||||||||||||||||||
| Total operating expenses | 690 | 950 | ||||||||||||||||||||||||
| Loss before income taxes | (391) | (509) | ||||||||||||||||||||||||
| Provision for income taxes | 1 | 2 | ||||||||||||||||||||||||
| Net loss | $ | (392) | $ | (511) |
(1)Includes SBC expense as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | ||||||||||||||||||||||||
| Brokerage and transaction | $ | 1 | $ | 2 | ||||||||||||||||||||||
| Technology and development | 82 | 54 | ||||||||||||||||||||||||
| Operations | 4 | 2 | ||||||||||||||||||||||||
| Marketing | 5 | 1 | ||||||||||||||||||||||||
| General and administrative | 128 | 539 | ||||||||||||||||||||||||
| Total SBC expense | $ | 220 | $ | 598 |
Comparison of the Three Months Ended March 31, 2022 and 2023
Revenues
Transaction-Based Revenues
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions, except for percentages) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Transaction-based revenues | |||||||||||||||||||||||||||||||||||
| Options | $ | 127 | $ | 133 | 5 | % | |||||||||||||||||||||||||||||
| Cryptocurrencies | 54 | 38 | (30) | % | |||||||||||||||||||||||||||||||
| Equities | 36 | 27 | (25) | % | |||||||||||||||||||||||||||||||
| Other | 1 | 9 | 800 | % | |||||||||||||||||||||||||||||||
| Total transaction-based revenues | $ | 218 | $ | 207 | (5) | % | |||||||||||||||||||||||||||||
| Transaction-based revenues as a % of total net revenues: | |||||||||||||||||||||||||||||||||||
| Options | 42% | 30% | |||||||||||||||||||||||||||||||||
| Cryptocurrencies | 18% | 9% | |||||||||||||||||||||||||||||||||
| Equities | 12% | 6% | |||||||||||||||||||||||||||||||||
| Other | —% | 2% | |||||||||||||||||||||||||||||||||
| Total transaction-based revenues | 72% | 47% |
Transaction-based revenues decreased by $11 million primarily driven by the market environment, which had a negative impact on the number of traders across all asset classes, and a decrease in Notional Trading Volumes across cryptocurrencies and equities, partially offset an increase in Options Contracts Traded.
Options Contracts Traded was up 15%, while options DARTs decreased from 0.7 million to 0.6 million and the number of users placing option trades decreased 26%. Additionally, we experienced lower option rebate rates due to reduced market volatility and the mix of ticker symbols traded as different ticker symbols pay different rebate rates.
Crypto DARTs decreased from 0.3 million to 0.2 million. Additionally, the number of users placing cryptocurrency trades decreased 38% and the average Notional Trading Volume traded per trader decreased 25%. The decrease was partially offset by a higher rebate rate from crypto market makers (increase was effective in May 2022).
Equities DARTs decreased from 1.8 million to 1.6 million. The number of users placing equity trades decreased 20% and the average Notional Trading Volume per trader increased 3%. Additionally, we experienced lower equity rebate rates due to reduced spreads in securities pricing.
Net Interest Revenues
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions, except for percentages) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Net interest revenues: | |||||||||||||||||||||||||||||||||||
| Interest on corporate cash and investments | $ | 1 | $ | 68 | NM | ||||||||||||||||||||||||||||||
| Margin interest | 35 | 53 | 51% | ||||||||||||||||||||||||||||||||
| Interest on segregated cash and cash equivalents and deposits | 1 | 45 | NM | ||||||||||||||||||||||||||||||||
| Securities lending, net | 24 | 26 | 8% | ||||||||||||||||||||||||||||||||
| Cash sweep | — | 22 | NM | ||||||||||||||||||||||||||||||||
| Interest expenses related to credit facilities | (6) | (6) | —% | ||||||||||||||||||||||||||||||||
| Total net interest revenues | $ | 55 | $ | 208 | 278% | ||||||||||||||||||||||||||||||
| Net interest revenues as a % of total net revenues: | |||||||||||||||||||||||||||||||||||
| Margin interest | 12 | % | 12 | % | |||||||||||||||||||||||||||||||
| Securities lending, net | 8 | % | 6 | % | |||||||||||||||||||||||||||||||
| Interest on corporate cash and investments | — | % | 15 | % | |||||||||||||||||||||||||||||||
| Interest on segregated cash and cash equivalents and deposits | — | % | 10 | % | |||||||||||||||||||||||||||||||
| Cash sweep | — | % | 5 | % | |||||||||||||||||||||||||||||||
| Interest expenses related to credit facilities | (2) | % | (1) | % | |||||||||||||||||||||||||||||||
| Total net interest revenues | 18 | % | 47 | % |
Net interest revenues increased by $153 million primarily due to $67 million higher interest revenues earned from corporate cash and investments, $44 million from segregated cash and cash equivalents and deposits, $22 million from cash sweep, and $18 million from margin interest. These increases were primarily driven by the higher short term interest rate environment due to the rise in the federal funds rate, which is an input to our floating margin rate calculation and impacts the interest rate we receive on investable assets. Net interest revenues from margin interest also increased due to the higher interest rate while our Margin Book balance declined year-over-year. Segregated cash and cash equivalents and deposits as well as cash sweep balances increased year-over-year, which also contributed to the higher net interest revenues.
The following table summarizes interest-earning assets, the revenue or expense generated by these assets, and their respective annualized yields (computed based on average balance over the quarter):
| (in millions, except for annualized yield) | Margin Book(1) | Cash and deposits(2) | Cash sweep (off-balance sheet)(3) | Total interest-earning assets | Securities lending, net | Interest expenses related to credit facilities | Net interest revenue | |||||||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||||||||
| March 31, 2023 | $ | 3,117 | $ | 10,405 | $ | 8,881 | $ | 22,403 | ||||||||||||||||||
| December 31, 2022 | 3,089 | 9,530 | 5,837 | 18,456 | ||||||||||||||||||||||
| Average(4) | 3,103 | 9,968 | 7,359 | 20,430 | ||||||||||||||||||||||
| Revenue/(expense) | 53 | 113 | 22 | 188 | $ | 26 | $ | (6) | $ | 208 | ||||||||||||||||
| Annual yield(5) | 6.83% | 4.53% | 1.20% | 3.68% | 4.07 | % | ||||||||||||||||||||
| Three Months Ended December 31, 2022 | ||||||||||||||||||||||||||
| December 31, 2022 | $ | 3,089 | $ | 9,530 | $ | 5,837 | $ | 18,456 | ||||||||||||||||||
| September 30, 2022 | 4,085 | 9,374 | 2,969 | 16,428 | ||||||||||||||||||||||
| Average(4) | 3,587 | 9,452 | 4,403 | 17,442 | ||||||||||||||||||||||
| Revenue/(expense) | 55 | 93 | 12 | 160 | $ | 13 | $ | (6) | $ | 167 | ||||||||||||||||
| Annual yield(5) | 6.13% | 3.94% | 1.09% | 3.67% | 3.83 | % | ||||||||||||||||||||
| Three Months Ended March 31, 2022 | ||||||||||||||||||||||||||
| March 31, 2022 | $ | 5,292 | $ | 10,983 | $ | 2,275 | $ | 18,550 | ||||||||||||||||||
| December 31, 2021 | 6,467 | 10,600 | 2,095 | 19,162 | ||||||||||||||||||||||
| Average(4) | 5,879 | 10,792 | 2,185 | 18,856 | ||||||||||||||||||||||
| Revenue/(expense) | 35 | 2 | — | 37 | $ | 24 | $ | (6) | $ | 55 | ||||||||||||||||
| Annual yield(5) | 2.38% | 0.07% | —% | 0.78% | 1.17 | % | ||||||||||||||||||||
(1) Margin Book is the aggregate outstanding margin loan balances receivable.
(2) Includes cash and cash equivalents, cash segregated under federal and other regulations, deposits with clearing organizations and investments.
(3) Cash sweep is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the partner banks less the interest rate given to users as stated in our program terms.
(4) Average balance rows present a simple average of the ending balances as of each of the indicated dates for the relevant period.
(5) Annual yield is calculated by annualizing revenue/expense for the given period then dividing by the applicable average asset balance.
Other Revenues
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions, except for percentages) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Other revenues | $ | 26 | $ | 26 | — | % | |||||||||||||||||||||||||||||
| Other revenues as a % of total net revenues | 9% | 6% |
Other revenues remained flat and primarily consisted of revenues generated from Robinhood Gold, our monthly subscription service.
Operating Expenses
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions, except for percentages) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Brokerage and transaction | $ | 31 | $ | 36 | 16 | % | |||||||||||||||||||||||||||||
| Technology and development | 268 | 199 | (26) | % | |||||||||||||||||||||||||||||||
| Operations | 91 | 42 | (54) | % | |||||||||||||||||||||||||||||||
| Marketing | 32 | 26 | (19) | % | |||||||||||||||||||||||||||||||
| General and administrative | 268 | 647 | 141 | % | |||||||||||||||||||||||||||||||
| Total operating expenses | $ | 690 | $ | 950 | 38 | % | |||||||||||||||||||||||||||||
| Percent of net revenues: | |||||||||||||||||||||||||||||||||||
| Brokerage and transaction | 10 | % | 8 | % | |||||||||||||||||||||||||||||||
| Technology and development | 90 | % | 45 | % | |||||||||||||||||||||||||||||||
| Operations | 30 | % | 10 | % | |||||||||||||||||||||||||||||||
| Marketing | 11 | % | 6 | % | |||||||||||||||||||||||||||||||
| General and administrative | 90 | % | 147 | % | |||||||||||||||||||||||||||||||
| Total operating expenses | 231 | % | 216 | % |
Brokerage and Transaction
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Broker-dealer transaction expenses | $ | 9 | $ | 9 | —% | ||||||||||||||||||||||||||||||
| Market data expenses | 7 | 6 | (14)% | ||||||||||||||||||||||||||||||||
| Employee compensation, benefits, and overhead, excluding SBC | 5 | 6 | 20% | ||||||||||||||||||||||||||||||||
| SBC | 1 | 2 | 100% | ||||||||||||||||||||||||||||||||
| Other | 9 | 13 | 44% | ||||||||||||||||||||||||||||||||
| Total | $ | 31 | $ | 36 | 16% |
Brokerage and transaction costs increased by $5 million primarily due to increases in other brokerage and transaction costs of $4 million, mainly driven by expenses associated with certain new products and features launched during the fourth quarter of 2022.
Technology and Development
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Employee compensation, benefits, and overhead, excluding SBC | $ | 104 | $ | 79 | (24) | % | |||||||||||||||||||||||||||||
| SBC | 82 | 54 | (34) | % | |||||||||||||||||||||||||||||||
| Cloud infrastructure services | 56 | 32 | (43) | % | |||||||||||||||||||||||||||||||
| Software and tools | 21 | 29 | 38 | % | |||||||||||||||||||||||||||||||
| Other | 5 | 5 | — | % | |||||||||||||||||||||||||||||||
| Total | $ | 268 | $ | 199 | (26) | % |
Technology and development costs decreased by $69 million primarily due to decreases in SBC expense of $28 million and other employee compensation, benefits, and overhead of $25 million, driven by declined average headcount as part of our efforts to improve efficiency and operating costs. Additionally, we experienced decreases in cloud infrastructure services of $24 million primarily due to cost optimization efforts focusing on improvements in utilization of cloud infrastructure. These decreases were offset by an $8 million increase in software and tools primarily driven by amortization of internally developed software and other software services utilized in delivering our products.
Operations
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Employee compensation, benefits, and overhead, excluding SBC | $ | 43 | $ | 21 | (51)% | ||||||||||||||||||||||||||||||
| Provision for credit losses and fraud | 11 | 11 | —% | ||||||||||||||||||||||||||||||||
| Customer experience | 30 | 5 | (83)% | ||||||||||||||||||||||||||||||||
| SBC | 4 | 2 | (50)% | ||||||||||||||||||||||||||||||||
| Other | 3 | 3 | —% | ||||||||||||||||||||||||||||||||
| Total | $ | 91 | $ | 42 | (54)% |
Operations costs decreased by $49 million primarily due to decreases in expenses associated with customer experience of $25 million as we consolidated our third-party customer support centers due to overall decreases in user transactions. In addition, other employee compensation, benefits, and overhead decreased $22 million, driven by declined average headcount as part of our efforts to improve efficiency and operating costs.
Marketing
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Digital marketing | $ | 6 | $ | 7 | 17 | % | |||||||||||||||||||||||||||||
| Brand marketing | 1 | 6 | 500 | % | |||||||||||||||||||||||||||||||
| Employee compensation, benefits, and overhead, excluding SBC | 9 | 5 | (44) | % | |||||||||||||||||||||||||||||||
| Marketing incentives | 4 | 1 | (75) | % | |||||||||||||||||||||||||||||||
| SBC | 5 | 1 | (80) | % | |||||||||||||||||||||||||||||||
| Other | 7 | 6 | (14) | % | |||||||||||||||||||||||||||||||
| Total | $ | 32 | $ | 26 | (19) | % |
Marketing costs decreased by $6 million primarily due to decreases in SBC expense and other employee compensation, benefits, and overhead of $4 million each, driven by declined average headcount as part of our efforts to improve efficiency and operating costs. In addition, marketing incentives decreased $3 million substantially all of which was due to lower costs associated with the Robinhood Referral Program, included in marketing incentives, which was in line with the slow growth in our user base in recent periods. These decreases were partially offset by an increase in brand marketing of $5 million, primarily due to higher expenses spent on brand advertising campaigns.
General and Administrative
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| SBC related to 2021 Founders Award Cancellation | $ | — | $ | 485 | NM | ||||||||||||||||||||||||||||||
| SBC excluding 2021 Founders Award Cancellation | 128 | 54 | (58) | % | |||||||||||||||||||||||||||||||
| Employee compensation, benefits, and overhead, excluding SBC | 64 | 54 | (16) | % | |||||||||||||||||||||||||||||||
| Legal expenses | 27 | 32 | 19 | % | |||||||||||||||||||||||||||||||
| Settlements and penalties | 12 | 8 | (33) | % | |||||||||||||||||||||||||||||||
| Other professional fees | 16 | 7 | (56) | % | |||||||||||||||||||||||||||||||
| Other | 21 | 7 | (67) | % | |||||||||||||||||||||||||||||||
| Total | $ | 268 | $ | 647 | 141 | % |
General and administrative costs increased by $379 million primarily due to the 2021 Founders Award Cancellation of $485 million. The increase was partially offset by a decrease in other SBC of $74 million and other employee compensation, benefits, and overhead of $10 million, driven by declined average headcount as part of our efforts to improve efficiency and operating costs. Additionally, other general and administrative expenses decreased by $14 million, primarily due to lower business insurance expenses.
Provision for Income Taxes
| Three Months Ended March 31, | ||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | |||||||||||||||||
| Provision for income taxes | $ | 1 | 2 | 100 | % |
Provision for income taxes increased by $1 million for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to the growth of the business, the
non-deductible the 2021 Founders Award Cancellation, and the change in valuation allowance on our U.S. federal and state deferred tax assets offset by our current taxes payable.
Liquidity and Capital Resources
Sources and Uses of Funds
Our principal sources of liquidity are cash flows generated from operations, and our cash, cash equivalents, and liquid investments. Other sources of future funds may include potential borrowing capacity under our revolving lines of credit and potential issuance of new debt or equity. Our liquidity needs are primarily to support and invest in our core business, including investing in new ways to serve our customers, potentially seeking strategic acquisitions to leverage existing capabilities and further build our business, the potential purchase of most or all of the remaining Robinhood shares purchased by Emergent Fidelity Technologies, and for general capital needs (including capital requirements imposed by regulators and SROs and cash deposit and collateral requirements under the rules of the Depository Trust Company (“DTC”), the National Securities Clearing Corporation (“NSCC”), and the Options Clearing Corporation (“OCC”)). Based on our current level of operations, we believe our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months.
Liquid Assets
Our cash and cash equivalents were $6.34 billion and $5.46 billion as of December 31, 2022 and March 31, 2023. Our liquid investment portfolio comprised of available-for-sale securities were $10 million and $1 million as of December 31, 2022 and March 31, 2023. Held-to-maturity investments that are maturing in one year can also be a source of liquidity, which were $290 million as of March 31, 2023. See Note 5 - Investments and Fair Value Measurement, to our unaudited condensed consolidated financial statements in this Quarterly Report for further information.
Revolving Lines of Credit
As of March 31, 2023, we had a total of $2.81 billion in committed revolving lines of credit. See Note 8 - Financing Activities and Off-Balance Sheet Risk, to our unaudited condensed consolidated financial statements in this Quarterly Report for further information.
Commitments
The following table summarizes our short- and long-term material cash requirements as of March 31, 2023:
| Payments Due by Period | |||||||||||||||||||||||||||||
| (in millions) | Total | Remainder of 2023 | 2024-2025 | 2026-2027 | Thereafter | ||||||||||||||||||||||||
| Operating lease commitments | $ | 183 | $ | 24 | $ | 55 | $ | 36 | $ | 68 | |||||||||||||||||||
| Purchase commitments(1) | 1,044 | 298 | 502 | 244 | — | ||||||||||||||||||||||||
| Total | $ | 1,227 | $ | 322 | $ | 557 | $ | 280 | $ | 68 |
(1)Purchase commitments are determined based on contracts that are enforceable and legally binding and that specify all significant terms. They are primarily commitments for cloud infrastructure and data services and business insurance.
In addition to lease and purchase commitments, we have two committed financing agreements: one with a contractual term of 30 days and a daily minimum commitment of $25 million and another with a contractual term of 21 days with a daily minimum commitment of $35 million.
Cash Flows
The following table summarizes our cash flow activities:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2022 | 2023 | ||||||||||||
| Cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 437 | $ | 828 | ||||||||||
| Investing activities | (34) | (481) | ||||||||||||
| Financing activities | — | (11) |
Cash provided by operating activities increased $391 million. The increase consisted of net loss adjusted for certain non-cash items and the effect of changes in operating assets and liabilities. Cash provided by operating activities resulting from net loss adjusted for certain non-cash items increased by $273 million. This was primarily due to higher net loss offset by higher SBC expense during three months ended March 31, 2023 as a result of the 2021 Founders Award Cancellation. Cash provided by operating activities resulting from changes in operating assets and liabilities increased $118 million. The increase was primarily driven by a decrease in receivables from users, net of $1.36 billion, partially offset by a decrease of $2.28 billion for securities loaned.
Cash used in investing activities increased $447 million compared to the prior period. The change was primarily driven by an increase in cash used in investing activities of $485 million from purchases of held-to-maturity investments, partially offset by an increase of $8 million in cash provided by investing activities related to proceeds from maturities of available-for-sale investments.
Cash used in financing activities increased $11 million compared to the prior period which was primarily driven by payments for debt issuance costs incurred to renew our revolving credit facility in 2023.
Regulatory Capital Requirements
Our broker-dealer subsidiaries (RHF and RHS) are subject to the SEC Uniform Net Capital Rule, administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined. Net capital and the related net capital requirements may fluctuate on a daily basis. RHS and RHF compute net capital under the alternative method as permitted by the SEC Uniform Net Capital Rule.
The table below summarizes the net capital, capital requirements, and excess net capital of RHS and RHF:
| March 31, 2023 | ||||||||||||||||||||
| (in millions) | Net Capital | Required Net Capital | Net Capital in Excess of Required Net Capital | |||||||||||||||||
| RHS | $ | 2,555 | $ | 67 | $ | 2,488 | ||||||||||||||
| RHF | $ | 209 | $ | 0.25 | $ | 209 |
As of March 31, 2023, our broker-dealer subsidiaries were in compliance with their respective regulatory capital requirements.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our unaudited condensed consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results might differ significantly from these estimates under different assumptions, judgments, or conditions.
There have been no material changes to our critical accounting estimates during the three months ended March 31, 2023, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” in our 2022 Form 10-K.
Recent Accounting Pronouncements
See Item 1 of Part I, “Unaudited Financial Statements — Note 2 - Recent Accounting Pronouncements.”
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