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Marqeta Inc

For the period ended Sep 30, 2024. Filed Nov 4, 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.

Sep 30, 2024 · Filed Nov 4, 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 2024-06-30; filed 2024-08-07.

0001628280-24-035709

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-04.

0001628280-24-045055

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 116 previous paragraphs and 116 current paragraphs.

66 unchanged; 38 reworded; 11 added; 12 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 12 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 (11)

Current report

Other services revenue increased $1.6 million, or 35%, in the three months ended September 30, 2024 compared to the same period in 2023. This growth was driven by a rise in card-related fulfillments, which included both one-time card replacements and increased customer card shipments compared to the same period in 2023.

Current report

Costs of revenue increased by $1.5 million, or 4%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase in costs is attributed to higher Card Network and Issuing Bank fees stemming from the 30% increase in TPV, partially offset by higher network incentives earned during the current year. Card Network fees are presented net of monetary incentives from Card Networks for processing volume through the respective Card Networks during the period.

Current report

Professional services expenses increased by $0.6 million or 13% for the three months ended September 30, 2024 compared to the same period in 2023 due to an increase in consulting fees.

Current report

Marketing and advertising expenses increased by $0.2 million, or 68% for the three months ended September 30, 2024 compared to the same period in 2023 due to an increase in branding spend.

Current report

Other operating expenses increased by $0.3 million, or 7% for the three months ended September 30, 2024 compared to the same period in 2023.

Current report

Comparison of the Nine Months Ended September 30, 2024 and 2023

Current report

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

Current report

Marketing and advertising expenses increased by $0.3 million or 25% for the nine months ended September 30, 2024 compared to the same period in 2023 due to an increase in branding spend.
Removed paragraphs (12)

Previous 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.

Previous report

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 report

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

Previous report

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

Previous report

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 report

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

Previous report

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

Previous report

Marketing and advertising expenses remained relatively flat for the six months ended June 30, 2024 compared to the same period in 2023.
Reworded paragraphs (38)

Previous 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.

Current wording

We are unable to predict the impact macroeconomic factors, including various geopolitical conflicts, uncertainty related to global elections, changes in 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; 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.

Current wording

Adjusted EBITDA -Adjusted EBITDA is a non-GAAP financial measure that is calculated as Net (loss) income 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 (loss) income 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 income (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 (loss) income to Adjusted EBITDA Margin.

Previous wording

Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where the Company is the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Consolidated Statements of Operations and Comprehensive Loss. Card Network fees are equal to a specified percentage of processing volume or a fixed amount per transaction routed through the respective Card Network. Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed amount per transaction. Card fulfillment costs include physical cards, packaging, and other fulfillment costs.

Current wording

Costs of revenue consist of Card Network fees, Issuing Bank fees, and card fulfillment costs for customer arrangements where the Company is the principal in providing services to the customer and excludes depreciation and amortization, which is reported separately within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Card Network fees are equal to a specified percentage of processing volume or a fixed amount per transaction routed through the respective Card Network. Issuing Bank fees compensate our Issuing Banks for issuing cards to our customers and sponsoring our card programs with the Card Networks and are typically equal to a specified percentage of processing volume or a fixed amount per transaction. Card fulfillment costs include physical cards, packaging, and other fulfillment costs.

Previous wording

Other income (expense), net consists primarily of interest income from our short-term investments and cash deposits, gain from sale of equity method investments, impairment of equity method investments or other financial instruments, equity method investment share of loss, and realized foreign currency gains and losses.

Current wording

Other income, net consists primarily of interest income from our short-term investments and cash deposits, gain from sale of equity method investments, impairment of equity method investments or other financial instruments, equity method investment share of loss, and realized foreign currency gains and losses.

Previous wording

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 wording

Total net revenue increased by $19.1 million, or 18%, for the three months ended September 30, 2024 compared to the same period in 2023, of which an increase of $5.1 million was attributable to our largest customer, Block, Inc. The overall increase in net revenue was primarily driven by a 30% increase in TPV partially offset by the impact of a renegotiated platform partnership 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 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.

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 23% in the three months ended September 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 67% in the three months ended September 30, 2024 compared to the same period in 2023. Note that the top five customers may differ between the two periods.

Previous 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.

Current wording

As a result of the increases in costs of revenue being less than the increases in net revenue explained above, our gross profit increased by $17.6 million, or 24%, in the three months ended September 30, 2024 compared to the same period in 2023, and our gross margin increased by 3 percentage points in the three months ended September 30, 2024 compared to the same period in 2023.

Previous wording

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 wording

Salaries, bonus, benefits, and payroll taxes decreased by $5.0 million, or 7%, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was driven by lower postcombination compensation costs to former employees of Power Finance and an increase in salaries, bonus, and benefits costs capitalized for internal-use software development in 2024, partially offset by increased salaries and benefits costs as a result of higher headcount in the three-months ended September 30, 2024 compared to the same period in 2023.

Previous wording

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 wording

Share-based compensation increased by $3.5 million in the three months ended September 30, 2024 compared to the same period in 2023 mainly due to an increase in the number of employees and awards granted.

Previous wording

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 wording

Technology expenses increased by $2.4 million, or 17% for the three months ended September 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.

Previous wording

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 wording

Depreciation and amortization expense increased by $1.3 million, or 43%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase was primarily due to an increase in the amortization of internally developed software as more projects have been capitalized and placed into service.

Previous wording

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 wording

Executive chairman long-term performance award decreased by 100% for the three months ended September 30, 2024 compared to the same period in 2023 as the Executive Chairman Long-Term Performance Award was forfeited in the second quarter of 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Previous 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.

Current wording

Other income, net decreased by $1.4 million, or 9%, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in interest income earned on our short-term investments portfolio as we had smaller portfolio balances during the third quarter of 2024. Interest rates remained relatively flat during the comparable periods.

Previous 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.

Current wording

We generated 47% and 50% of our net revenue from our largest customer, Block, during the three months ended September 30, 2024 and 2023, respectively.

Previous 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.

Current wording

Total net revenue decreased by $186.1 million, or 33%, for the nine months ended September 30, 2024 compared to the same period in 2023, of which $223.1 million of this decrease was attributable to 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 nine months ended September 30, 2024 was a $264.7 million reduction to Net revenue, negatively impacting the growth rate by 47 ppts. These decreases in net revenue were partially offset by increased TPV from Block’s programs. Revenue from other customers increased $37.2 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

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.

Current wording

Other services revenue decreased $0.3 million, or 2% in the nine months ended September 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

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 wording

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 25% in the nine months ended September 30, 2024 compared to the same period in 2023, while TPV from all other customers, as a group, grew by 69% in the nine months ended September 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 $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 wording

Costs of revenue decreased by $193.5 million for the nine months ended September 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 Block Amendment. These decreases were partially offset by increases in Issuing Bank and Network fees driven by 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 $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 wording

As a result of the decreases in costs of revenue being more than the decreases in net revenue explained above, our gross profit increased by $7.4 million, or 3%, for the nine months ended September 30, 2024 compared to the same period in 2023. Our gross margin increased by 24 percentage points in the nine months ended September 30, 2024 compared to the same period in 2023.

Previous 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.

Current wording

Salaries, bonus, benefits, and payroll taxes decreased by $58.8 million or 23%, for the nine months ended September 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

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.

Current wording

Share-based compensation increased by $7.3 million in the nine months ended September 30, 2024 compared to the same period in 2023 mainly due to an increase in the number of employees and awards granted in 2024 and due to the forfeiture of awards related to the prior year restructuring which lowered share-based compensation costs recorded in 2023.

Previous 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.

Current wording

Professional services expenses decreased by $1.1 million, or 7%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to decreased consulting fees.

Previous 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.

Current wording

Depreciation and amortization increased by $4.4 million, or 57%, for the nine months ended September 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

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 wording

Other operating expenses decreased by $2.7 million, or 19%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to cost optimization initiatives impacting the current year.

Previous wording

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 wording

Executive chairman long-term performance award decreased for the nine months ended September 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 the second quarter of 2024 as a result of the Company’s Executive Chairman transitioning to a non-employee director role on the board of directors.

Previous wording

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 wording

Other income, net increased by $4.3 million, or 12%, for the nine months ended September 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 due to higher interest rates during the nine months ended September 30, 2024.

Previous 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.

Current wording

Income tax expense increased by $7.0 million for the nine months ended September 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

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.

Current wording

We generated 48% and 72% of our net revenue from our largest customer, Block, during the nine months ended September 30, 2024 and 2023, respectively.

Previous 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:

Current wording

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

Previous 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.

Current wording

As of September 30, 2024, our principal sources of liquidity included cash, cash equivalents, and short-term investments totaling $1.1 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 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.

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 September 30, 2024, $24.2 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 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.

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 or used in operating activities in the Condensed Consolidated Statement of Cash Flows.

Previous 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.

Current wording

Net cash provided by operating activities was $33.4 million in the nine months ended September 30, 2024 compared to $4.6 million in the same period in 2023. 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 settlement 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 consists primarily of maturities and sales of our investments in short-term investments. Net cash used in investing activities consists primarily of purchases of short-term investments, purchases of property and equipment, capitalization of internal-use software and cash consideration for business combinations.

Current wording

Net cash provided by investing activities consists primarily of maturities of our short-term investments. Net cash used in investing activities consists primarily of purchases of short-term investments, purchases of property and equipment, capitalization of internal-use software and cash consideration for business combinations.

Previous 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.

Current wording

Net cash provided by investing activities in the nine months ended September 30, 2024 was $37.0 million compared to net cash used in the same period in 2023 of $43.4 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 decreased cash inflows from the maturities and sales of short-term investments and increased capitalization of internal-use-software in the current year.

Previous wording

Net cash used in financing activities consists primarily of proceeds from the issuance of our equity securities. Net cash used in financing activities consists primarily of net payments related to share-based compensation activities and the share repurchase programs.

Current wording

Net cash used in financing activities consists primarily of net payments related to share-based compensation activities and our share repurchase programs.

Previous 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.

Current wording

Net cash used in financing activities in the nine months ended September 30, 2024 was $165.0 million compared to $197.3 million in the same period in 2023. The decrease in net cash used in financing activities is primarily due to the payment of the contingent consideration from our Power Finance acquisition in the prior year offset by 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 (1)

Current report — wording carried from elsewhere

Technology expenses increased by $2.5 million or 6% for the nine months ended September 30, 2024 compared to the same period in 2023 mainly due to higher licensing and hosting costs to support our continued growth as we implement and support our systems and tools.