Grade: C — Caution Warranted
Framework: Schilit *Financial Shenanigans* + Beneish M-Score + forensic accounting principles
Data: SEC EDGAR 10-K (Filed 2026-02-12) + Yahoo Finance
Auditor: Deloitte & Touche LLP — Unqualified opinion (clean)
Fiscal Year: 2025 (ended December 31, 2025)
One-line verdict: Coinbase is profitable, cash-rich, and the SEC lawsuit is dead. Deloitte verified customer crypto assets are segregated — the FTX question is answered. But net income fell 51% from $2.6B to $1.3B while operating expenses grew 35%, a $311M data breach drained cash, and the $4.3 billion Deribit acquisition tripled goodwill overnight. The most important number in this filing isn't Bitcoin trading volume — it's $1.35B in stablecoin revenue, a recurring interest-rate-like income stream that grew 48% and doesn't care whether crypto goes up or down. Coinbase is a real business whose profits remain hostage to crypto market sentiment.
| Metric | Result |
|---|---|
| Red Flags | **0** |
| Watch Items | **6** (AR growth, goodwill load, leverage, soft assets, goodwill surge, M-Score grey zone) |
| Checks Completed | **16/18** |
| Beneish M-Score | **-2.12** (grey zone) |
Profit Halved: $2.6B to $1.3B
| Metric | 2023 | 2024 | 2025 | Trend |
|---|---|---|---|---|
| Total Revenue | $3.1B | $6.6B | $7.2B | +9% YoY |
| Net Revenue | $2.9B | $6.3B | $6.9B | +9% YoY |
| Operating Income | -$162M | $2.3B | $1.4B | -38% YoY |
| Net Income | $95M | $2.6B | $1.3B | **-51% YoY** |
| Operating Margin | -5.2% | 35.1% | 20.0% | Compressing |
| Adjusted EBITDA | — | $3.3B | $2.8B | -16% |
Three years, three completely different companies. 2023: barely alive, $95M net income on $3.1B revenue. 2024: bull market bonanza, $2.6B net income, 39% net margin. 2025: the party cools to $1.3B, 17.5% margin. The 10-K states this directly: "our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader onchain economy."
The 51% net income decline wasn't purely operational. Two major non-operational items swung hard: crypto asset investment losses replaced prior-year gains (a ~$1.2B swing), and the Data Theft Incident cost $311.2M in "voluntary customer reimbursements and direct legal costs," per the 10-K's cash flow discussion. Strip those out and the core operating business was roughly flat.
Revenue: Transaction Fees Stalling, Stablecoins Surging
The 10-K disaggregates revenue clearly:
| Revenue Source | 2023 | 2024 | 2025 | Change | % of Net Revenue |
|---|---|---|---|---|---|
| Consumer Transaction | $1.3B | $3.4B | $3.3B | -3% | 48% |
| Institutional Transaction | $90M | $346M | $480M | +39% | 7% |
| Other Transaction | $95M | $210M | $253M | +20% | 4% |
| **Total Transaction** | **$1.5B** | **$4.0B** | **$4.1B** | **+2%** | **59%** |
| Stablecoin Revenue | $694M | $910M | **$1.35B** | **+48%** | 20% |
| Blockchain Rewards | $331M | $706M | $677M | -4% | 10% |
| Interest & Finance Fees | $187M | $266M | $247M | -7% | 4% |
| Other Subscriptions | $195M | $425M | $555M | +31% | 8% |
| **Total Subscription & Services** | **$1.4B** | **$2.3B** | **$2.8B** | **+23%** | **41%** |
The most important number: $1.35B in stablecoin revenue, Coinbase's share of interest earned on USDC reserves. The 10-K breaks the stablecoin growth into three components: "$417.7 million due to higher average USDC balances held in Coinbase products" and "$314.1 million due to higher average USDC off-platform balances," offset by "$290.8 million due to lower average interest rates, which declined 89 basis points." USDC is becoming a quasi-bank deposit franchise.
Consumer transaction revenue actually declined 3% despite trading volume growing 7%. The 10-K explains: "a decrease of $384.4 million attributed to a lower average blended fee rate, primarily due to changes in the mix of Trading Volume from Simple users to Advanced and Coinbase One users who pay lower average fees." Retail fee compression is real.
Institutional revenue jumped 39%, "driven by an increase of $152.0 million attributed to derivatives trading, due mainly to the acquisition of Deribit." Without the Deribit acquisition, institutional growth would have been modest.
Customer Concentration
The 10-K discloses one counterparty contributing 19% of total revenue — almost certainly Circle, the USDC issuer, through the revenue-sharing arrangement on USDC interest. If Circle changes terms, or if USDC loses market share, roughly a fifth of revenue is at risk.
Key Business Metrics
| Metric | 2024 | 2025 | Change |
|---|---|---|---|
| Monthly Transacting Users | 8.4M | 9.2M | +10% |
| Assets on Platform | $404B | $376B | -7% |
| Trading Volume | $1,189B | $1,221B | +3% |
Assets on Platform fell 7% despite user growth, reflecting a "$77.0 billion aggregate decline in prices of most assets, offset in part by growth attributable to units, primarily Bitcoin." The platform is adding users but crypto prices worked against the asset base.
Expenses: Growing 4x Faster Than Revenue
| Expense | 2024 | 2025 | Change |
|---|---|---|---|
| Transaction Expense | $898M | $1.0B | +14% |
| Technology & Development | $1.5B | $1.7B | +14% |
| Sales & Marketing | $654M | **$1.1B** | **+62%** |
| General & Administrative | $1.3B | $1.6B | +25% |
| **Total Operating Expenses** | ~$4.3B | ~$5.7B | **+35%** |
Revenue grew 9%. Expenses grew 35%. The math is unsustainable long-term.
The biggest offender: sales and marketing surged 62% to $1.1B. The 10-K attributes this to "USDC rewards primarily reflecting growth in average customer USDC balances" ($441M, nearly doubling from $224M) and "higher digital advertising and brand spend, including corporate sponsorships and go-to-market efforts" ($403M, +63%). USDC rewards are a customer acquisition cost disguised as marketing — Coinbase pays customers to hold USDC on its platform, then earns interest on the underlying reserves.
G&A rose 25% to $1.6B, driven by "increased use of legal advisory services, including those relating to business combinations and strategic investments" (professional services up $89.6M, +44%) and "increased capacity needs and enhancement of our customer service function" (customer support up $99.3M, +79%).
The $4.3 Billion Deribit Acquisition
On August 14, 2025, Coinbase acquired Deribit, the world's largest crypto options exchange. The 10-K details (Note 3):
| Component | Amount |
|---|---|
| Cash consideration | $721M |
| Class A common stock | $3,573M |
| **Total purchase price** | **$4,295M** |
| Goodwill recorded | $2,819M |
| Intangible assets (customer relationships, tech, trade name) | $1,390M |
| Other net assets | $86M |
Goodwill of $2.8B is "primarily attributed to the assembled workforce as well as the anticipated operational synergies from the integration of Deribit's trading platform." Customer relationships ($1.06B, 15-year useful life) were "valued using the multi-period excess earnings method" with "significant judgment and assumptions regarding future revenues, attrition rates, and the discount rate."
A second acquisition — Echo, an onchain capital raising platform — added another $152M in goodwill for $176M total consideration.
Combined result: total goodwill surged from $1.1B to $4.2B. Goodwill plus intangibles is now $5.6B, or 38% of stockholders' equity. If crypto derivatives volume disappoints, this is an impairment bomb.
Balance Sheet: $11.6B Cash, Crypto Custody Is the Risk
| Item | 2024 | 2025 |
|---|---|---|
| Cash + Equivalents + Investments | $9.6B | **$11.6B** |
| Long-term Debt (principal) | $4.7B | $7.3B |
| Short-term Borrowings | — | $452M |
| Coverage Ratio (cash/debt) | 2.0x | 1.5x |
| Goodwill + Intangibles | $1.1B | **$5.6B** |
| Total Assets | $23.6B | $29.7B |
| Stockholders' Equity | $10.3B | $14.8B |
| Assets on Platform | $404B | **$376B** |
Cash-rich: $11.6B against $7.8B in total debt (including short-term borrowings). Net cash positive. No solvency risk. This company can survive a prolonged crypto winter.
But the real balance sheet risk is off the books: $376 billion in customer assets on platform. The 10-K states: "We do not use customer assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we or our affiliates are a party, without the customer's consent." Coinbase also discloses: "We hold customer assets one-to-one at all times."
Debt structure: $1.3B in 2026 convertibles maturing within 12 months, plus $1.5B 2029 convertibles, $1.3B 2030 convertibles, and $1.5B 2032 convertibles issued August 2025. The convertible structure means these may never require cash repayment if the stock cooperates.
Credit ratings: S&P BB-, Moody's upgraded to B1/Ba2 in August 2025. Still below investment grade — the revenue volatility prevents that regardless of the cash position.
Capital Requirements
Coinbase is a regulated custodian. The 10-K discloses specific capital requirements:
| Subsidiary | Net Capital Required | Net Capital Held | Surplus |
|---|---|---|---|
| CB Inc. (money transmitter) | $2,795M | $1,166M | $1,629M |
| CCTC (custodian) | $745M | $336M | $409M |
| Other regulated subs | $687M | $74M | $613M |
All subsidiaries are "in compliance with these capital requirements" — but note that required capital fluctuates with crypto prices because it includes Bitcoin and Ethereum holdings.
The Auditor's Concern: Cold Storage Crypto Assets
Deloitte identified a single Critical Audit Matter: crypto assets held in cold storage — corporate crypto, payment stablecoins, and customer crypto assets.
The audit concern: "Crypto assets are generally accessible only by the possessor of the unique private key relating to the digital wallet in which the crypto assets are held. Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet."
Deloitte's procedures included:
This is the FTX question — customer asset segregation. Coinbase passed. But the auditor flagging this as the primary risk tells you where the existential danger lies: $376B in customer assets, and survival depends on never mishandling them.
Accounting Change
Deloitte noted a Change in Accounting Principle: Coinbase reclassified payment stablecoins (USDC, EURC, PYUSD) as cash equivalents, applied retroactively to 2024 and 2023. This makes the balance sheet look more cash-heavy but is consistent with how stablecoins actually function.
The Data Theft Incident
The 10-K discloses a cybersecurity breach: "No passwords or private keys were compromised as a result of this incident." But the cost was real: "$311.2 million of cash related to the Data Theft Incident, comprising voluntary customer reimbursements and direct legal costs." The company warns it "continues to face risks related to the Data Theft Incident, including harm to our reputation, and costs related to governmental investigations and regulatory scrutiny, and ongoing litigation."
For a custodian whose entire value proposition is trust, a $311M data breach is a material reputational event. Operating cash flow would have been $2.7B without this charge.
Cash Flow: Real but Declining
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Operating Cash Flow | $673M | $3.1B | **$2.4B** |
| CFFO / Net Income | 7.1x | 1.2x | **1.9x** |
| Free Cash Flow (est.) | ~$500M | ~$2.9B | ~$2.4B |
The 10-K's cash flow discussion explains the $678M operating cash flow decline: "$311.2 million in cash used in 2025 related to the Data Theft Incident" and "an overall increase in other cash and cash equivalent expenses as we continue to grow our business," partially offset by "$617.3 million increase in total revenue."
CFFO/NI of 1.93x is healthy — profits are well-backed by cash. The ratio is above 1.0 partly because crypto asset fair value swings hit earnings but not cash flow.
Investing outflows surged: "$742.0 million in net cash and cash equivalents used for business combinations" (Deribit), a "$578.0 million increase in crypto assets held for investment," and a "$614.0 million increase in fiat and payment stablecoin loans." Coinbase is aggressively deploying capital.
Share Repurchases
$790.2M in buybacks (approximately 3.0 million shares) in 2025. Board authorization: $2.0B total, with $1.2B remaining. No long-term debt repurchased under the program.
The 18-Point Screening
Revenue Quality
| # | Check | Result | Detail |
|---|---|---|---|
| A1 | DSO Change | ✅ Pass | DSO 9 days, change +2 days YoY — stable |
| A2 | AR vs Revenue | ⚠️ Watch | AR growth 39.7% exceeds revenue growth 9.4% |
| A3 | Revenue vs CFFO | ✅ Pass | Revenue +9.4%, CFFO -21.8% — cash follows revenue |
A2 flags accounts receivable growing nearly 4x faster than revenue. This is partly explained by Deribit adding new institutional receivables and the growth in trading volume, but the gap is large enough to monitor.
Expense Quality
| # | Check | Result | Detail |
|---|---|---|---|
| B1 | Inventory | ✅ Pass | No material inventory (financial services company) |
| B2 | CapEx | N/A | Insufficient data |
| B3 | SG&A Ratio | ✅ Pass | SG&A / Gross Profit = 35.0% — normal |
| B4 | Gross Margin | ✅ Pass | 74.6%, stable (vs 74.8% prior year) |
Gross margin is exceptionally high at 74.6% and rock-steady. This reflects the asset-light business model — Coinbase doesn't manufacture anything, it facilitates transactions and earns interest spreads.
Cash Flow Quality
| # | Check | Result | Detail |
|---|---|---|---|
| C1 | CFFO vs NI | ✅ Pass | CFFO/NI = 1.93 — profits well-backed by cash |
| C2 | Free Cash Flow | ✅ Pass | FCF $2.4B, FCF/NI = 1.93 |
| C3 | Accruals | ✅ Pass | Accruals ratio = -3.9% — low, clean |
| C4 | Cash vs Debt | ✅ Pass | $11.9B cash covers $7.8B debt (1.5x) |
All cash flow metrics pass. This is genuinely clean. Operating cash flow exceeds net income, FCF is strongly positive, accruals are minimal, and cash covers debt comfortably.
Balance Sheet
| # | Check | Result | Detail |
|---|---|---|---|
| D1 | Goodwill + Intangibles | ⚠️ Watch | $5.6B = 38% of equity (Deribit) |
| D2 | Leverage | ⚠️ Watch | Debt/EBITDA = 4.4x (>4x threshold) |
| D3 | Soft Assets | ⚠️ Watch | Other assets grew 67.5% vs revenue 9.4% |
| D4 | Impairment | N/A | No write-off data |
D1 and D2 are directly tied to the Deribit acquisition: goodwill tripled and debt rose $3B to fund the deal. D2's 4.4x leverage ratio is elevated but is partially offset by interest coverage of 17x — Coinbase generates more than enough operating income to service its debt. D3 reflects the balance sheet growth from acquisitions and crypto investment buildup.
Acquisition Risk
| # | Check | Result | Detail |
|---|---|---|---|
| E1 | Post-Acquisition FCF | ✅ Pass | FCF after acquisitions remains positive |
| E2 | Goodwill Surge | ⚠️ Watch | Goodwill + intangibles surged 369% YoY |
The 369% goodwill surge is entirely Deribit ($2.8B) and Echo ($152M). Whether this goodwill holds depends on crypto derivatives volume sustaining and growing. The 10-K notes customer relationships were valued with "significant judgment and assumptions regarding future revenues, attrition rates, and the discount rate."
Beneish M-Score
| # | Check | Result | Detail |
|---|---|---|---|
| F1 | M-Score | ⚠️ Watch | **-2.12** (grey zone: between -2.22 safe and -1.78 danger) |
| M-Score Component | Value | What It Measures |
|---|---|---|
| DSRI (Days Sales in Receivables) | 1.277 | AR growing faster than revenue |
| GMI (Gross Margin Index) | 1.002 | Stable gross margins |
| AQI (Asset Quality Index) | 1.626 | Rising soft assets (Deribit goodwill) |
| SGI (Sales Growth Index) | 1.094 | Moderate revenue growth |
| DEPI (Depreciation Index) | 0.985 | Normal depreciation |
| SGAI (SG&A Index) | 1.433 | SG&A growing faster than revenue |
| TATA (Total Accruals) | -0.039 | Clean accruals |
| LVGI (Leverage Index) | 0.913 | Leverage slightly improved |
The M-Score grey zone flag is driven primarily by the AQI (soft assets surging from Deribit) and SGAI (expenses outpacing revenue). These have clear, identifiable causes — an acquisition and an aggressive marketing push — rather than suggesting earnings manipulation. But the grey zone means verify, don't ignore.
Additional Scores
| Model | Score | Interpretation |
|---|---|---|
| Piotroski F-Score Probability | 0.42% | Very low fraud probability |
| Altman Z-Score | N/A | Not applicable to financial services |
Risk Factors: What the 10-K Warns You About
The 10-K's Risk Factors section opens with the most material risk stated plainly: "Our operating results have and will significantly fluctuate, including due to the highly volatile nature of crypto." The filing lists specific factors:
On customer concentration: "we derived a meaningful amount of our net revenue from transaction fees generated in connection with the trading of Bitcoin and Ethereum; these trading pairs drove approximately 45% and 46% of total Trading Volume on our platform during [2025 and 2024], respectively."
On interest rate sensitivity: "Despite multiple Federal Funds Rate decreases in late 2024 and 2025, future interest rate decreases are not certain. If interest rates continue to decline, they may materially impact our subscription and services and other revenue." This matters because stablecoin revenue — 20% of net revenue — is directly tied to interest rates.
Summary
Grade: C. Clean financials, but profits are hostage to the crypto cycle and expenses are outrunning revenue.
The standalone financial health is strong: Deloitte verified customer asset segregation, cash reserves of $11.6B provide a thick buffer, CFFO/NI of 1.93x confirms profits are real, and gross margins at 74.6% reflect an asset-light model.
But four factors pull the grade down from B to C:
The single best thing about Coinbase: it's the only major crypto exchange that has survived a full cycle, been audited by a Big 4 firm with blockchain-specific procedures, passed regulatory scrutiny, and emerged profitable. In an industry defined by blowups, survival and clean books are the competitive advantage.
**Disclaimer**: This report is based on Coinbase's 2025 10-K (SEC EDGAR) and public financial data. This is NOT investment advice.
**About EarningsGrade**: We screen earnings reports for financial red flags. Grade C means caution is warranted — some concerns were found that merit further investigation.
