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Marqeta Inc

For the period ended Jun 30, 2024. Filed Aug 7, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 7, 2024

MQ$18.59+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-07.

0001628280-24-021181

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-07.

0001628280-24-035709

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 96 previous paragraphs and 116 current paragraphs.

55 unchanged; 34 reworded; 18 added; 6 removed; 1 previous and 9 current paragraphs rearranged.

Tables are not compared: 8 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

Executive Chairman Long-Term Performance Award consists of share-based compensation related to the Executive Chairman Long-Term Performance Award including the impact of forfeiture.

Current report

Other services revenue increased $1.1 million, or 22%, in the three months ended June 30, 2024 compared to the same period in 2023 due to one-time card replacement fulfillment orders that occurred during the current year.

Current report

Salaries, bonus, benefits, and payroll taxes decreased by $15.7 million, or 19%, for the three months ended June 30, 2024 compared to the same period in 2023. The decrease was primarily driven by lower headcount year over year and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024. Further, due to the restructuring which occurred in 2023, severance costs were elevated in 2023 relative to 2024.

Current report

Technology expenses increased by $1.6 million, or 12% for the three months ended June 30, 2024 compared to the same period in 2023. The increase was due to higher licensing and hosting costs to support our continued growth as we implement and support our systems and tools.

Current report

Executive chairman long-term performance award decreased for the three months ended June 30, 2024 compared to the same period in 2023 primarily due to a one-time reversal of share-based compensation expense of $167.3 million, of which $157.7 million related to expenses recognized in prior periods, as the Executive Chairman Long-Term Performance Award was forfeited in the current year as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Current report

Income tax expense remained relatively flat for the three months ended June 30, 2024 compared to the same period in 2023.

Current report

Costs of revenue decreased by $195.0 million for the six months ended June 30, 2024 compared to the same period in 2023. The decrease was primarily due to the revenue presentation change as a result of the August 2023 Amendment. These decreases were partially offset by increases in Issuing Bank and Network fees driven by the 32% increase in TPV.

Current report

Share-based compensation increased by $3.8 million in the six months ended June 30, 2024 compared to the same period in 2023 mainly due to the forfeiture of awards in the prior year related to the restructuring which occurred in 2023.

Current report

Technology expenses remained relatively flat for the six months ended June 30, 2024 compared to the same period in 2023.

Current report

Occupancy expense remained relatively flat for the six months ended June 30, 2024 compared to the same period in 2023.

Current report

Other operating expenses decreased by $3.0 million, or 29%, for the six months ended June 30, 2024 compared to the same period in 2023. The decrease was primarily due to cost optimization initiatives impacting the current year.

Current report

Executive chairman long-term performance award decreased for the six months ended June 30, 2024 compared to the prior year comparable period primarily due to a one-time reversal of share-based compensation expense of $167.3 million, of which $144.6 million related to prior year periods, as the Executive Chairman Long-Term Performance Award was forfeited in 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Current report

(1) Prior period amounts related to our Executive Chairman Long-Term Performance Award have been reclassified to conform to the current period presentation.
Removed paragraphs (6)
Reworded paragraphs (34)

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our 2023 Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As discussed in the section titled “Note About Forward Looking Statements”, our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2023 Annual Report.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our 2023 Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As discussed in the section titled “Note About Forward Looking Statements”, our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth or incorporated by reference under the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2023 Annual Report.

Previous wording

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, ongoing supply chain shortages, higher inflation and interest rates, and uncertainty in global economic conditions will have on our processing volumes, and on our future results of operations. A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business. We continue to monitor these situations and may take actions that alter our operations and business practices as may be required by federal, state, or local authorities or that we determine are in the best interests of our customers, vendors, and employees. See the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2023 Annual Report for further discussion of the possible impact of these macroeconomic factors on our business.

Current wording

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, ongoing supply chain shortages, higher inflation and interest rates, and uncertainty in global economic conditions will have on our processing volumes, and on our future results of operations. A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, consumer and merchant bankruptcy, insolvency, business failure, higher credit losses, foreign currency fluctuations, or other business interruption, which may adversely impact our business. We continue to monitor these situations and may take actions that alter our operations and business practices as may be required by federal, state, or local authorities or that we determine are in the best interests of our customers, vendors, and employees. See the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2023 Annual Report for further discussion or incorporation by reference of the possible impact of these macroeconomic factors on our business.

Previous wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring charges; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; income tax expense (benefit); and other income (expense) net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of net loss to Adjusted EBITDA.

Current wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net income (loss) adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; acquisition related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions and cash and non-cash postcombination compensation expenses; income tax expense (benefit); and other income (expense) net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans and performance-based restricted stock units. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of Net income (loss) to Adjusted EBITDA.

Previous wording

Adjusted EBITDA Margin -Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by net revenue. This measure is used by management and our board of directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of net loss to Adjusted EBITDA Margin.

Current wording

Adjusted EBITDA Margin -Adjusted EBITDA Margin is a non-GAAP financial measure that is calculated as Adjusted EBITDA divided by Net revenue. This measure is used by management and our board of directors to evaluate our operating efficiency. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of Net income (loss) to Adjusted EBITDA Margin.

Previous wording

Non-GAAP operating expenses -Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring charges; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. We believe that non-GAAP operating expenses is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. See the section below titled

Current wording

Non-GAAP operating expenses -Non-GAAP operating expenses is a non-GAAP financial measure that is calculated as Total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; executive chairman long-term performance award; payroll tax related to share-based compensation; restructuring charges; and acquisition-related expenses which consists of due diligence costs, transaction cost and integration costs related to potential or successful acquisitions, and cash and non-cash postcombination compensation expenses. We believe that non-GAAP operating expenses is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. See the section below titled “Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures, a change in presentation, and a reconciliation of total operating expenses to non-GAAP operating expenses.

Previous wording

We have separate marketing and incentive arrangements with Card Networks that provide us with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network. The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network. We record these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal. Generally, as processing volumes increase, we earn a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period. For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year. Additionally, unusual fluctuations in Card Network fees can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months.

Current wording

We have separate marketing and incentive arrangements with Card Networks that provide us with monetary incentives for establishing customer card programs with, and routing volume through, the respective Card Network. The amount of the incentives is generally determined based on a percentage of the processing volume or the number of transactions routed over the Card Network. We record these incentives as a reduction of Card Network fees in customer arrangements where the Company is the principal. Generally, as processing volumes increase, we earn a higher rate of monetary incentives from these arrangements, subject to attaining certain volume thresholds during an annual measurement period. For certain incentive arrangements with an annual measurement period, the one-year period may not align with our fiscal year. Additionally, uncertainty in the ultimate annual attainment of incentives can result in unusual fluctuations in Card Network fees and can occur in the quarter in which volume thresholds are attained as higher incentive rates are applied to volumes over the entire measurement periods, which can span six or twelve months. Generally, we earn a higher rate of monetary incentives during the first quarter as the annual measurement period is closest to completion and higher volume thresholds have been reached. In the second quarter, we generally earn the lowest rate of monetary incentives as the annual measurement period and volume thresholds have reset.

Previous wording

Compensation and Benefits. Compensation and benefits consist primarily of salaries, employee benefits, severance and other termination benefits, incentive compensation, contractors’ cost, and share-based compensation.

Current wording

Compensation and Benefits consists primarily of salaries, employee benefits, severance and other termination benefits, incentive compensation, contractors’ cost, and share-based compensation.

Previous wording

Technology. Technology consists primarily of third-party hosting fees, software licenses, and hardware purchases below our capitalization threshold, and support and maintenance costs.

Current wording

Technology consists primarily of third-party hosting fees, software licenses, and hardware purchases below our capitalization threshold, and support and maintenance costs.

Previous wording

Professional Services. Professional services consist primarily of consulting, legal, audit, and recruiting fees.

Current wording

Professional Services consists primarily of consulting, legal, audit, and recruiting fees.

Previous wording

Occupancy. Occupancy consists primarily of rent expense, repairs, maintenance, and other building related costs.

Current wording

Occupancy consists primarily of rent expense, repairs, maintenance, and other building related costs.

Previous wording

Depreciation and Amortization. Depreciation and amortization consist primarily of depreciation of our fixed assets and amortization of capitalized Internal-use software and developed technology intangible assets.

Current wording

Depreciation and Amortization consists primarily of depreciation of our fixed assets and amortization of capitalized Internal-use software and developed technology intangible assets.

Previous wording

Marketing and Advertising. Marketing and advertising consist primarily of costs of general marketing and promotional activities.

Current wording

Marketing and Advertising consists primarily of costs of general marketing and promotional activities.

Previous wording

Other Operating Expenses. Other operating expenses consist primarily of insurance costs, indemnification costs, travel-related expenses, indirect state and local taxes, and other general office expenses.

Current wording

Other Operating Expenses consists primarily of insurance costs, indemnification costs, travel-related expenses, indirect state and local taxes, and other general office expenses.

Previous wording

Total net revenue decreased by $99.4 million, or 46%, for the three months ended March 31, 2024 compared to the same period in 2023, of which a decrease of $106.9 million was attributable to our largest customer, Block, Inc. The decrease in net revenue was primarily driven by the amendment to the Block agreement in August 2023 (the “August 2023 Block Amendment”) which allowed for reduced pricing and impacted the revenue presentation for the Cash App Program as fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume are recorded as a reduction to the revenue earned from the Cash App program within Net revenue effective as of July 1, 2023. In prior periods, these costs were included within Costs of revenue. The impact of these fees for the three months ended March 31, 2024 was a $125.6 million reduction to Net revenue, negatively impacting the growth rate by 58 ppts. These decreases in net revenue were partially offset by increased TPV from Block’s programs. Revenue from other customers increased $7.6 million, primarily driven by a 41% increase in TPV partially offset by the impact of contract renewals and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Current wording

Total net revenue decreased by $105.8 million, or 46%, for the three months ended June 30, 2024 compared to the same period in 2023, of which a decrease of $121.2 million was attributable to our largest customer, Block, Inc. The decrease in net revenue was primarily driven by the amendment to the Block agreement in August 2023 (the “August 2023 Block Amendment”) which allowed for reduced pricing and impacted the revenue presentation for the Cash App Program as fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume are recorded as a reduction to the revenue earned from the Cash App program within Net revenue effective as of July 1, 2023. In prior periods, these costs were included within Costs of revenue. The impact of these fees for the three months ended June 30, 2024 was a $139.1 million reduction to Net revenue, negatively impacting the growth rate by 60 percentage points (“ppts”). These decreases in net revenue were partially offset by increased TPV from Block’s programs. Revenue from other customers increased $15.4 million, primarily driven by an increase in TPV partially offset by the impact of contract renewals and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Previous wording

The increase in TPV was driven by growth across all our major verticals, particularly financial services, with PxM customers outperforming MxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 28% in the three months ended March 31, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 64% in the three months ended March 31, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Current wording

The increase in TPV was driven by growth across all our major verticals, particularly financial services, with PxM customers outperforming MxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 24% in the three months ended June 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 75% in the three months ended June 30, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Previous wording

Costs of revenue decreased by $94.4 million, or 74%, for the three months ended March 31, 2024 compared to the same period in 2023, of which a decrease of $96.2 million was attributable to Block, primarily due to the revenue presentation change for our fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume which are now reflected within Net revenue as a result of the August 2023 Block Amendment. Such decreases were partially offset by increased costs resulting from the 33% increase in TPV.

Current wording

Costs of revenue decreased by $100.6 million, or 69%, for the three months ended June 30, 2024 compared to the same period in 2023, of which a decrease of $100.7 million was attributable to Block, primarily due to the revenue presentation change for our fees owed to Issuing Banks and Card Networks related to the Cash App primary Card Network volume which are now reflected within Net revenue as a result of the August 2023 Block Amendment. Such decreases were partially offset by increased costs resulting from the 32% increase in TPV.

Previous wording

As a result of the decreases in net revenue and costs of revenue discussed above, our gross profit decreased by $5.0 million, or 6%, in the three months ended March 31, 2024 compared to the same period in 2023, and our gross margin increased by 30 percentage points in the three months ended March 31, 2024 compared to the same period in 2023.

Current wording

As a result of the decreases in net revenue and costs of revenue discussed above, our gross profit decreased by $5.3 million, or 6%, in the three months ended June 30, 2024 compared to the same period in 2023, and our gross margin increased by 26 percentage points in the three months ended June 30, 2024 compared to the same period in 2023.

Previous wording

Share-based compensation decreased by $1.6 million in the three months ended March 31, 2024 compared to the same period in 2023 mainly due to lower headcount as a result of the restructuring that occurred in the prior year paired with higher share-based compensation costs capitalized for internal-use software development.

Current wording

Share-based compensation increased by $5.4 million in the three months ended June 30, 2024 compared to the same period in 2023 mainly due to the forfeiture of awards in the prior year related to the restructuring which occurred in 2023.

Previous wording

Other operating expenses decreased by $1.3 million, or 25% for the three months ended March 31, 2024 compared to the same period in 2023. The decrease was primarily due to continued cost optimization initiatives impacting the current year.

Current wording

Other operating expenses decreased by $1.7 million, or 33% for the three months ended June 30, 2024 compared to the same period in 2023. The decrease was primarily due to continued cost optimization initiatives impacting the current year.

Previous wording

Other income, net increased by $2.3 million, or 19%, for the three months ended March 31, 2024 compared to the same period in 2023. The increase was primarily due to an increase in interest income earned on our short-term investments portfolio in the first quarter of 2024.

Current wording

Other income, net increased by $3.5 million, or 32%, for the three months ended June 30, 2024 compared to the same period in 2023. The increase was primarily due to an increase in interest income earned on our short-term investments portfolio in the second quarter of 2024.

Previous wording

We generated 49% and 76% of our net revenue from our largest customer, Block, during the three months ended March 31, 2024 and 2023, respectively.

Current wording

We generated 47% and 78% of our net revenue from our largest customer, Block, during the three months ended June 30, 2024 and 2023, respectively.

Previous wording

Other services revenue decreased $3.0 million, or 42%, in the three months ended March 31, 2024 compared to the same period in 2023 due to a one-time card fulfillment order which occurred in the prior year.

Current wording

Other services revenue decreased $1.9 million, or 16% in the six months ended June 30, 2024 compared to the same period in 2023 due to a one-time card fulfillment order which occurred in the prior year.

Previous wording

Salaries, bonus, benefits, and payroll taxes decreased by $38.1 million, or 37%, for the three months ended March 31, 2024 compared to the same period in 2023. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance, a decrease in wages, bonus, and benefits as result of lower headcount due to the restructuring that occurred in the second quarter of 2023 and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development.

Current wording

Salaries, bonus, benefits, and payroll taxes decreased by $53.8 million or 29%, for the six months ended June 30, 2024 compared to the same period in 2023. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance, lower severance costs as a restructuring occurred in 2023, lower headcount year over year and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024.

Previous wording

Professional services expenses decreased by $1.6 million, or 29%, for the three months ended March 31, 2024 compared to the same period in 2023. The decrease was primarily due to reduced consulting fees.

Current wording

Professional services expenses decreased by $1.6 million, or 16%, for the six months ended June 30, 2024 compared to the same period in 2023. The decrease was primarily due to decreased consulting fees.

Previous wording

Depreciation and amortization expense increased by $1.6 million, or 79%, for the three months ended March 31, 2024 compared to the same period in 2023. The increase was primarily due an increase in the amortization of internally developed software and in the amortization of developed technology intangible assets originating from the Power Finance acquisition.

Current wording

Depreciation and amortization increased by $3.0 million, or 67%, for the six months ended June 30, 2024 compared to the same period in 2023. The increase was primarily due to the amortization of internally developed software and to the amortization of developed technology intangible assets originating from the Power Finance acquisition.

Previous wording

Income tax benefit decreased by $7.1 million for the three months ended March 31, 2024 compared to the same period in 2023 primarily attributable to a $7.2 million partial valuation allowance release due to the acquisition of Power Finance Inc., offset by $0.2 million of income tax expenses resulting from profitable foreign operations in 2023.

Current wording

Income tax expense increased by $7.1 million for the six months ended June 30, 2024 compared to the same period in 2023 primarily due to a $7.2 million partial valuation allowance release in the prior year stemming from the acquisition of Power Finance Inc.

Previous wording

A reconciliation of net loss to adjusted EBITDA and GAAP operating expenses to non-GAAP operating expenses for the periods presented is as follows:

Current wording

A reconciliation of Net income (loss) to adjusted EBITDA and GAAP operating (benefit) expenses to non-GAAP operating expenses for the periods presented is as follows:

Previous wording

As of March 31, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.2 billion, with such amounts held for working capital purposes. Our cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, U.S. agency securities, asset-backed securities, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit. We expect to continue to incur operating losses for the foreseeable future.

Current wording

As of June 30, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.2 billion, with such amounts held for working capital purposes. Our cash equivalents and short-term investments were comprised primarily of bank deposits, money market funds, U.S. treasury bills, U.S. treasury securities, U.S. agency securities, asset-backed securities, commercial paper, certificates of deposit, and corporate debt securities. We have generated significant operating losses as reflected in our accumulated deficit. We expect to continue to incur operating losses for the foreseeable future.

Previous wording

On May 8, 2023, our board of directors authorized a share repurchase program (the “2023 Share Repurchase Program”) of up to $200 million of our Class A common stock. Under the 2023 Share Repurchase Program, we are authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. The 2023 Share Repurchase Program has no set expiration date; however the program was exhausted during the first quarter of 2024.

Current wording

On May 6, 2024, the Company’s board of directors unanimously authorized the repurchase of up to $200 million of the Company’s Class A common stock (the "2024 Share Repurchase Program") as the prior program (the "2023 Share Repurchase Program," authorized for $200 million on May 8, 2023) had been exhausted during the first quarter of 2024. Both plans have the same repurchase conditions. Under the 2024 Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. The number of shares repurchased and the timing of purchases will be based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program has no set expiration date and may be canceled or suspended at any time without notice.

Previous wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we entered into postcombination cash compensation arrangements with certain key acquired employees whereby we shall pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination). As of March 31, 2024, $44.1 million of the postcombination cash compensation arrangements remained outstanding.

Current wording

On February 3, 2023, we acquired all outstanding stock of Power Finance Inc. (“Power Finance”). As part of the terms of the acquisition, we entered into postcombination cash compensation arrangements with certain key acquired employees whereby we shall pay them $85.1 million of cash over a weighted average 2.2 year service period following the acquisition date (subject to forfeiture upon termination). As of June 30, 2024, $34.2 million of the postcombination cash compensation arrangements remained outstanding.

Previous wording

Our largest source of cash provided by our operating activities is our net revenue. Our primary uses of cash in our operating activities are for Card Network and Issuing Bank fees, and employee-related compensation. The timing of settlement of certain operating liabilities, including Revenue Share payments, bonus payments and prepayments made to cloud-computing service providers, can affect the amounts reported as Net cash provided by and used in operating activities on the Condensed Consolidated Statement of Cash Flows.

Current wording

Our largest source of cash provided by our operating activities is our net revenue. Our primary uses of cash in our operating activities are for Card Network and Issuing Bank fees, and employee-related compensation. The timing of settlement of certain operating assets and liabilities, including Revenue Share payments, bonus payments, prepayments made to cloud-computing service providers, settlement receivables and network incentive receivables can affect the amounts reported as Net cash provided by and used in operating activities on the Condensed Consolidated Statement of Cash Flows.

Previous wording

Net cash provided by operating activities was $0.4 million in the three months ended March 31, 2024 compared to net cash used in the same period in 2023 of $10.5 million. The increase in net cash provided by operating activities is due mainly to lower loss from operations and the timing of payments for costs of our services and operating expenses, partially offset by decreased non-cash expenses.

Current wording

Net cash provided by operating activities was $26.1 million in the six months ended June 30, 2024 compared to net cash used in the same period in 2023 of $36.5 million. The increase in net cash provided by operating activities is due mainly to generating net income in the current period and the timing of collections of network incentive receivables and payments of revenue share payables, partially offset by decreased non-cash expenses due to the forfeiture of the Executive Chairman Long-Term Performance Award.

Previous wording

Net cash provided by investing activities in the three months ended March 31, 2024 was $33.5 million compared to net cash used in the same period in 2023 of $98.3 million. The increase in net cash provided by investing activities is primarily due to the Power Finance acquisition which occurred in 2023, partially offset by an increase in the capitalization of internal-use software.

Current wording

Net cash provided by investing activities in the six months ended June 30, 2024 was $27.3 million compared to net cash used in the same period in 2023 of $122.5 million. The increase in net cash provided by investing activities is primarily due to the Power Finance acquisition which occurred in 2023 and an increase of $23.5 million in cash inflows from purchases and maturities of short-term investments.

Previous wording

Net cash used in financing activities in the three months ended March 31, 2024 was $44.5 million compared to net cash used in the same period in 2023 of $24.6 million. The increase in net cash used in financing activities is primarily due to increased payments to repurchase shares under the 2023 Share Repurchase Program and share-based compensation activity.

Current wording

Net cash used in financing activities in the six months ended June 30, 2024 was $109.7 million compared to net cash used in the same period in 2023 of $73.1 million. The increase in net cash used in financing activities is primarily due to increased payments to repurchase our Class A common stock under the 2024 and 2023 Share Repurchase Programs and increased tax withholdings related to net share settlement of share-based compensation awards.
Rearranged current paragraphs (9)

Current report — wording carried from elsewhere

Professional services expenses remained relatively flat for the three months ended June 30, 2024 compared to the same period in 2023.

Current report — wording carried from elsewhere

Depreciation and amortization expense increased by $1.5 million, or 59%, for the three months ended June 30, 2024 compared to the same period in 2023. The increase was primarily due an increase in the amortization of internally developed software.

Current report — wording carried from elsewhere

Total net revenue decreased by $205.2 million, or 46%, for the six months ended June 30, 2024 compared to the same period in 2023, of which $228.2 million of this decrease was attributable to Block. The decrease in net revenue was primarily driven by the August 2023 Block Amendment. The impact of these fees for the six months ended June 30, 2024 was a $264.7 million reduction to Net revenue, negatively impacting the growth rate by 59 ppts. These decreases in net revenue were partially offset by increased TPV from Block’s programs. Revenue from other customers increased $25.8 million, primarily driven by an increase in TPV partially offset by the impact of contract renewals and unfavorable changes in the mix of our card programs, particularly the growth of our PxM offering.

Current report — wording carried from elsewhere

The increase in TPV was mainly driven by growth across all our major verticals, particularly financial services and PxM customers. The growth in TPV for our top five customers, as determined by their individual processing volume in each respective period, was 26% in the six months ended June 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 70% in the six months ended June 30, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Current report — wording carried from elsewhere

Costs of Revenue and Gross Margin

Current report — wording carried from elsewhere

As a result of the decreases in net revenue and costs of revenue discussed above, our gross profit decreased by $10.3 million, or 6%, for the six months ended June 30, 2024 compared to the same period in 2023. Our gross margin increased by 28 percentage points in the six months ended June 30, 2024 compared to the same period in 2023.

Current report — wording carried from elsewhere

Marketing and advertising expenses remained relatively flat for the six months ended June 30, 2024 compared to the same period in 2023.

Current report — wording carried from elsewhere

Other income, net increased by $5.7 million, or 25%, for the six months ended June 30, 2024 compared to the same period in 2023. The increase was primarily attributable to an increase in interest income earned on our short-term investments portfolio in the six months ended June 30, 2024.

Current report — wording carried from elsewhere

We generated 48% and 77% of our net revenue from our largest customer, Block, during the six months ended June 30, 2024 and 2023, respectively.
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Previous report — wording carried elsewhere

“Use of Non-GAAP Financial Measures” for a discussion of the use of non-GAAP measures and a reconciliation of total operation expenses to non-GAAP operating expenses.