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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 14, 2024
BM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38633 |
|
82-3410369 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
201 King of Prussia Road, Suite 650
Wayne, PA 19087
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (877) 327-9515
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
BMTX |
|
NYSE American LLC |
Warrants to purchase Common Stock |
|
BMTX.W |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial
Condition.
On November 14, 2024, BM Technologies,
Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the second quarter
ended September 30, 2024. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The foregoing (including the
information presented in Exhibit 99.1) is being furnished pursuant to Item 2.02 and will not be deemed to be filed for purposes of Section
18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BM Technologies, Inc. |
|
|
Dated: November 15, 2024 |
By: |
/s/ Luvleen Sidhu |
|
|
Luvleen Sidhu |
|
|
Chief Executive Officer |
2
Exhibit 99.1
BM
Technologies, Inc.
BM Technologies Reports Third Quarter &
Year-to-Date 2024 Results
Year-to-Date 2024 Revenue of $42.8 Million,
Up 6% YoY
BM Technologies to be Acquired by First Carolina
Bank for $5 per share in cash
Radnor, PA, November 14, 2024 —
BM Technologies, Inc. (NYSE American: BMTX) (“BM Technologies”, “BMTX”, “we”, or the “Company”),
one of the largest digital banking platforms and Banking-as-a-Service (BaaS) providers in the country, today reported results for the
three and nine months ended September 30, 2024.
On October 25, 2024, BM Technologies entered into
a definitive agreement to be acquired by First Carolina Bank (“FCB” or “First Carolina”) pursuant to which First
Carolina will purchase all outstanding BMTX shares of common stock for $5.00 per share in an all-cash transaction with an equity value
of approximately $67 million.
Under the terms of the agreement, BM Technologies
stockholders will receive $5.00 per share in cash, which represents a 55% premium to the trading price per share of BM Technologies common
stock as of October 24, 2024 and a 90% premium to market as of August 14, 2024, the day before BM Technologies disclosed that it had received
inbound interest. Upon completion of the transaction, BM Technologies will become a wholly owned subsidiary of First Carolina Bank and
shares of BM Technologies’ common stock will no longer be listed on the New York Stock Exchange. BM Technologies will continue operating
under the BM Technologies name and be led by Jamie Donahue, current President and Chief Technology Officer of BMTX.
Luvleen Sidhu, BMTX’s Chair, CEO, and Founder,
stated, “We are excited to announce this transaction with our partner bank, First Carolina Bank (“FCB”). This transaction
not only delivers a significant premium to our stockholders but will also bring enhanced banking services and technology to all current
BMTX customers as well as current and future FCB customers.”
Third Quarter 2024 Financial Highlights
| ● | Operating revenues for the three and nine months ended September 30, 2024 totaled $14.1 million and
$42.8 million, respectively, compared to $14.4 million and $40.4 million for the three and nine ended September 30, 2023, respectively. |
| | |
| ● | Q3 2024 Net loss totaled $(5.0) million, or $(0.42) per diluted share. Net loss for the nine months
ended September 30, 2024 totaled $(9.1) million, or $(0.77) per diluted share. |
| | |
| ● | Q3 2024 Core EBITDA (Loss)[1]
totaled $(2.1) million. Core EBITDA1 (loss) for the nine months ended September 30, 2024 totaled $(1.6)
million. |
| | |
| ● | Liquidity remained strong at September 30, 2024 with $11.2 million of cash and no debt. |
1 | Metrics
such as Core EBITDA (Loss), Core Earnings (Loss), and Core Operating Expense are non-GAAP
measures which exclude certain items from or add certain items to the comparable GAAP measure;
a reconciliation appears on pages 8 and 9 of this release. |
Third Quarter 2024 Operating Highlights
| ● | Average serviced deposits totaled $708 million and ending serviced deposits totaled $820 million at September 30,
2024. |
| | |
| ● | Debit card spend totaled $663 million in Q3 2024 and $2.1 billion in the nine months ended September 30,
2024. |
| | |
| ● | There were approximately 125 thousand new account sign-ups in the third quarter 2024 and approximately
290 thousand new account sign-ups in the first nine months of 2024. |
| | |
| ● | Higher Education Organic Deposits (deposits that are not part of a school disbursement and are indicative
of primary banking behavior) for the three and nine months ended September 30, 2024 totaled $353 million and $1,167 million, respectively. |
Financial Summary Table
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | | |
Current Quarter Over Prior Year Quarter Change | |
(dollars in thousands) | |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | | |
$ | | |
% | |
Interchange and card revenue | |
| 2,990 | | |
| 2,284 | | |
| 3,415 | | |
| 2,731 | | |
| 2,292 | | |
| 698 | | |
| 30 | % |
Servicing fees | |
| 7,557 | | |
| 6,874 | | |
| 8,966 | | |
| 8,470 | | |
| 8,658 | | |
| (1,101 | ) | |
| (13 | )% |
Account fees | |
| 1,680 | | |
| 1,805 | | |
| 2,095 | | |
| 2,118 | | |
| 1,931 | | |
| (251 | ) | |
| (13 | )% |
University fees | |
| 1,712 | | |
| 1,469 | | |
| 1,612 | | |
| 1,410 | | |
| 1,412 | | |
| 300 | | |
| 21 | % |
Other revenue | |
| 138 | | |
| 109 | | |
| 93 | | |
| 130 | | |
| 88 | | |
| 50 | | |
| 57 | % |
Total GAAP Operating Revenue | |
$ | 14,077 | | |
$ | 12,541 | | |
$ | 16,181 | | |
$ | 14,859 | | |
$ | 14,381 | | |
$ | (304 | ) | |
| (2 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
GAAP Operating Expense | |
$ | 18,166 | | |
$ | 17,210 | | |
$ | 15,526 | | |
$ | 19,038 | | |
$ | 18,766 | | |
$ | (600 | ) | |
| (3 | )% |
Less: restructuring, merger and acquisition related expenses | |
| (58 | ) | |
| (71 | ) | |
| (79 | ) | |
| 56 | | |
| — | | |
| (58 | ) | |
| — | % |
Less: impairment of developed software | |
| — | | |
| — | | |
| (50 | ) | |
| (620 | ) | |
| — | | |
| — | | |
| — | % |
Less: share-based compensation expense | |
| (39 | ) | |
| (486 | ) | |
| 660 | | |
| (365 | ) | |
| (176 | ) | |
| 137 | | |
| (78 | )% |
Less: NextGen implementation costs | |
| — | | |
| (1,560 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | % |
Less: depreciation and amortization | |
| (1,911 | ) | |
| (1,671 | ) | |
| (1,226 | ) | |
| (2,488 | ) | |
| (3,420 | ) | |
| 1,509 | | |
| (44 | )% |
Total Core Operating Expense | |
$ | 16,158 | | |
$ | 13,422 | | |
$ | 14,831 | | |
$ | 15,621 | | |
$ | 15,170 | | |
$ | 988 | | |
| 7 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Core EBITDA (Loss) | |
$ | (2,081 | ) | |
$ | (881 | ) | |
$ | 1,350 | | |
$ | (762 | ) | |
$ | (789 | ) | |
$ | (1,292 | ) | |
| NM | |
Core EBITDA (Loss) Margin | |
| (15 | )% | |
| (7 | )% | |
| 8 | % | |
| (5 | )% | |
| (5 | )% | |
| | | |
| | |
NM - Not meaningful
Contact Information
Investors:
Ajay Asija, Chief Financial Officer
BM Technologies, Inc.
AAsija@bmtx.com
Media Inquiries:
Brigit Hennaman
Rubenstein Public Relations, Inc.
bhennaman@rubensteinpr.com
About BM Technologies, Inc.
BM Technologies, Inc. (NYSE American: BMTX) -
formerly known as BankMobile - is among the largest digital banking platforms and Banking-as-a-Service (BaaS) providers in the country,
providing access to checking and savings accounts and financial wellness. It is focused on technology, innovation, easy-to-use products,
and education with the mission to financially empower millions of Americans by providing a more affordable, transparent, and consumer-friendly
banking experience. BM Technologies, Inc. (BMTX) is a technology company and is not a bank, which means it provides banking services through
its partner banks. More information can be found at www.bmtx.com.
Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. In general,
forward-looking statements may be identified through the use of words such as “anticipate,” “believe”, “estimate,”
“expect,” “intend,” “plan,” “will,” “should,” “plan,” “continue,”
“potential” and “project” or the negative of these terms or other similar words and expressions, and in this press
release, include the expected margin improvement on Durbin-exempt interchange fees, achievement of the PEP target as a result of the expected
cost savings from the PEP, and the expected growth outlook and results from operations during 2024. Forward-looking statements are not
guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Such statements are based on Management’s
current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions
will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors.
These risks and uncertainties include, but are
not limited to, general economic conditions, consumer adoption, technology and competition, continuing interest rate volatility, the ability
to enter into new partnerships, regulatory risks, risks associated with the higher education industry and financing, the operations and
performance of the Company’s partners, including bank partners, higher education partners, and BaaS partners, uncertainties as to
the timing of the proposed transaction contemplated by the Merger Agreement (the “Merger”), the risk that the Merger may not
be completed on the anticipated terms in a timely manner or at all, the failure to satisfy any of the conditions to the consummation of
the Merger, including receiving, on a timely basis or otherwise, the required approvals of the Merger by the Company’s stockholders,
the possibility that competing offers or acquisition proposals for the Company will be made, the possibility that any or all of the various
conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances
which would require the Company to pay a termination fee, the effect of the announcement or pendency of the transactions contemplated
by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, or its operating results and business generally, risks related to diverting
management’s attention from the Company’s ongoing business operations, the risk that stockholder litigation in connection
with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability,
certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities
or strategic transactions, uncertainty as to the timing of completion of the Merger, risks that the benefits of the Merger are not realized
when and as expected, and legislative, regulatory and economic developments. Further information regarding additional factors which could
affect the forward-looking statements contained in this press release can be found in the cautionary language included under the headings
“CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” and “Risk Factors” in the Company’s Annual Report
on Form 10-K and other documents filed with the Securities and Exchange Commission (“SEC”). The Company’s SEC filings
are available publicly on the SEC website at www.sec.gov.
Many of these factors are beyond the Company’s
ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying
assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders
and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of
the date of this communication, and BMTX undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise, unless required by law. BMTX qualifies all forward-looking statements by these cautionary
statements.
Additional Information and Where to Find It
In connection with the proposed transaction, the
Company has filed a proxy statement in preliminary form on November 13, 2024. This press release may be deemed to be solicitation material
in respect of the proposed acquisition of the Company by FCB. The Company intends to file additional relevant materials with the SEC,
including the Company’s proxy statement in definitive form. When the Company files its proxy statement in definitive form with the
SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting
relating to the proposed transaction. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE COMPANY’S PROXY STATEMENT (INCLUDING THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE), BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FCB AND THE PROPOSED TRANSACTION. Investors and stockholders of the Company are
or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or free
of charge from the Company by directing a request to the Company at 201 King of Prussia Road, Suite 650, Wayne, PA 19087, Attention: Investor
Relations or at tel: (877) 327-9515.
Participants in the Solicitation
The Company and its directors, executive officers
and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of
proxies from stockholders of the Company in favor of the proposed transaction contemplated by the Merger Agreement. Information about
the Company’s directors and executive officers is set forth in the Company’s Proxy Statement on Schedule 14A for its 2024
Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2024. To the extent holdings of the Company’s securities
by its directors or executive officers have changed since the amounts set forth in such 2024 proxy statement, such changes have been or
will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information concerning the interests of the Company’s participants in the solicitation, which may, in some cases,
be different than those of the Company’s stockholders generally, will be set forth in the preliminary proxy statement, definitive
proxy statement (if and when available) and any other relevant documents that are filed or will be filed with the SEC relating to the
Merger. Investors and stockholders of the Company may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This press release is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
UNAUDITED FINANCIAL STATEMENTS
BM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - UNAUDITED
(amounts in thousands, except per share data)
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | |
Operating revenues: | |
| | |
| | |
| | |
| | |
| |
Interchange and card revenue | |
$ | 2,990 | | |
$ | 2,284 | | |
$ | 3,415 | | |
$ | 2,731 | | |
$ | 2,292 | |
Servicing fees | |
| 7,557 | | |
| 6,874 | | |
| 8,966 | | |
| 8,470 | | |
| 8,658 | |
Account fees | |
| 1,680 | | |
| 1,805 | | |
| 2,095 | | |
| 2,118 | | |
| 1,931 | |
University fees | |
| 1,712 | | |
| 1,469 | | |
| 1,612 | | |
| 1,410 | | |
| 1,412 | |
Other revenue | |
| 138 | | |
| 109 | | |
| 93 | | |
| 130 | | |
| 88 | |
Total operating revenues | |
| 14,077 | | |
| 12,541 | | |
| 16,181 | | |
| 14,859 | | |
| 14,381 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Technology, communication, and processing | |
| 6,168 | | |
| 4,297 | | |
| 4,711 | | |
| 6,826 | | |
| 7,826 | |
Salaries and employee benefits | |
| 5,590 | | |
| 5,660 | | |
| 4,447 | | |
| 5,152 | | |
| 4,773 | |
Professional services | |
| 2,840 | | |
| 2,634 | | |
| 3,208 | | |
| 3,331 | | |
| 2,948 | |
Provision for operating losses | |
| 2,650 | | |
| 2,096 | | |
| 2,081 | | |
| 2,683 | | |
| 2,138 | |
Occupancy | |
| 11 | | |
| 10 | | |
| 16 | | |
| 2 | | |
| 9 | |
Customer related supplies | |
| 242 | | |
| 231 | | |
| 241 | | |
| 234 | | |
| 227 | |
Advertising and promotion | |
| 117 | | |
| 75 | | |
| 100 | | |
| 108 | | |
| 128 | |
Restructuring, merger and acquisition related expenses | |
| 58 | | |
| 71 | | |
| 79 | | |
| (56 | ) | |
| — | |
NextGen implementation costs | |
| — | | |
| 1,560 | | |
| — | | |
| — | | |
| — | |
Other expense | |
| 490 | | |
| 576 | | |
| 643 | | |
| 758 | | |
| 717 | |
Total operating expenses | |
| 18,166 | | |
| 17,210 | | |
| 15,526 | | |
| 19,038 | | |
| 18,766 | |
Income (loss) from operations | |
| (4,089 | ) | |
| (4,669 | ) | |
| 655 | | |
| (4,179 | ) | |
| (4,385 | ) |
Non-operating income and expense: | |
| | | |
| | | |
| | | |
| | | |
| | |
Gain on fair value of private warrant liability | |
| 54 | | |
| (162 | ) | |
| 108 | | |
| 216 | | |
| 433 | |
Other loss | |
| 951 | | |
| — | | |
| — | | |
| — | | |
| — | |
Income (loss) before income tax | |
| (4,986 | ) | |
| (4,831 | ) | |
| 763 | | |
| (3,963 | ) | |
| (3,952 | ) |
Income tax expense (benefit) | |
| 9 | | |
| — | | |
| 15 | | |
| — | | |
| — | |
Net income (loss) | |
$ | (4,995 | ) | |
$ | (4,831 | ) | |
$ | 748 | | |
$ | (3,963 | ) | |
$ | (3,952 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares outstanding - basic | |
| 11,799 | | |
| 11,785 | | |
| 11,728 | | |
| 11,574 | | |
| 11,570 | |
Weighted average number of shares outstanding - diluted | |
| 11,799 | | |
| 11,785 | | |
| 11,746 | | |
| 11,574 | | |
| 11,570 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Basic earnings (loss) per common share | |
$ | (0.42 | ) | |
$ | (0.41 | ) | |
$ | 0.06 | | |
$ | (0.34 | ) | |
$ | (0.34 | ) |
Diluted earnings (loss) per common share | |
$ | (0.42 | ) | |
$ | (0.41 | ) | |
$ | 0.06 | | |
$ | (0.34 | ) | |
$ | (0.34 | ) |
BM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS -
UNAUDITED
(amounts in thousands)
| |
September 30, | | |
June 30, | | |
March 31, | | |
December 31, | | |
September 30, | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | |
ASSETS | |
| | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
$ | 11,224 | | |
$ | 12,457 | | |
$ | 14,630 | | |
$ | 14,288 | | |
$ | 8,802 | |
Accounts receivable, net allowance for doubtful accounts | |
| 4,891 | | |
| 6,252 | | |
| 6,875 | | |
| 9,128 | | |
| 8,511 | |
Prepaid expenses and other assets | |
| 2,314 | | |
| 3,382 | | |
| 3,331 | | |
| 5,148 | | |
| 6,088 | |
Total current assets | |
| 18,429 | | |
| 22,091 | | |
| 24,836 | | |
| 28,564 | | |
| 23,401 | |
Premises and equipment, net | |
| 430 | | |
| 448 | | |
| 487 | | |
| 535 | | |
| 534 | |
Developed software, net | |
| 15,857 | | |
| 16,247 | | |
| 16,366 | | |
| 16,173 | | |
| 17,668 | |
Goodwill | |
| 5,259 | | |
| 5,259 | | |
| 5,259 | | |
| 5,259 | | |
| 5,259 | |
Other intangibles, net | |
| 3,869 | | |
| 3,949 | | |
| 4,029 | | |
| 4,109 | | |
| 4,189 | |
Other assets | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Total assets | |
$ | 43,844 | | |
$ | 47,994 | | |
$ | 50,977 | | |
$ | 54,640 | | |
$ | 51,051 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 10,295 | | |
$ | 10,382 | | |
$ | 8,880 | | |
$ | 10,577 | | |
$ | 12,513 | |
Deferred revenue, current | |
| 11,855 | | |
| 11,271 | | |
| 11,159 | | |
| 12,322 | | |
| 3,440 | |
Total current liabilities | |
| 22,150 | | |
| 21,653 | | |
| 20,039 | | |
| 22,899 | | |
| 15,953 | |
Non-current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Deferred revenue, non-current | |
| 4 | | |
| 3 | | |
| — | | |
| 127 | | |
| — | |
Liability for private warrants | |
| — | | |
| — | | |
| 54 | | |
| 162 | | |
| 378 | |
Other non-current liabilities | |
| 162 | | |
| 216 | | |
| — | | |
| 480 | | |
| 480 | |
Total liabilities | |
$ | 22,316 | | |
$ | 21,872 | | |
$ | 20,093 | | |
$ | 23,668 | | |
$ | 16,811 | |
Commitments and contingencies | |
| | | |
| | | |
| | | |
| | | |
| | |
Shareholders’ equity: | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock | |
| — | | |
| — | | |
| — | | |
$ | — | | |
$ | — | |
Common stock | |
| 1 | | |
| 1 | | |
| 1 | | |
| 1 | | |
| 1 | |
Additional paid-in capital | |
| 71,421 | | |
| 71,020 | | |
| 70,951 | | |
| 71,787 | | |
| 71,092 | |
Accumulated deficit | |
| (49,894 | ) | |
| (44,899 | ) | |
| (40,068 | ) | |
| (40,816 | ) | |
| (36,853 | ) |
Total shareholders’ equity | |
$ | 21,528 | | |
$ | 26,122 | | |
$ | 30,884 | | |
$ | 30,972 | | |
$ | 34,240 | |
Total liabilities and shareholders’ equity | |
$ | 43,844 | | |
$ | 47,994 | | |
$ | 50,977 | | |
$ | 54,640 | | |
$ | 51,051 | |
NON-GAAP FINANCIAL RECONCILIATIONS - UNAUDITED
Certain financial measures used in this Press
Release are not defined by U.S. generally accepted accounting principles (“GAAP”), and as such, are considered non-GAAP financial
measures. Core expenses and EBITDA exclude the effects of items the Company does not consider indicative of its core operating performance,
including restructuring, merger and acquisition related expenses, fair value mark to market income or expense associated with certain
warrants, impairment of developed software, and non-cash share-based compensation. Management believes the use of core revenues, expenses,
and EBITDA are appropriate to provide investors with an additional tool to evaluate the Company’s ongoing business performance.
Investors are cautioned that these non-GAAP financial measures may not be defined in the same manner by other companies and, as a result,
may not be comparable to other similarly titled measures used by other companies. Also, these non-GAAP financial measures should not be
construed as alternatives, or superior, to other measures determined in accordance with GAAP.
Reconciliation - GAAP Operating Expenses to
Core Operating Expenses (in thousands)
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | |
GAAP total expenses | |
$ | 18,166 | | |
$ | 17,210 | | |
$ | 15,526 | | |
$ | 19,038 | | |
$ | 18,766 | |
Less: restructuring, merger and acquisition related expenses | |
| (58 | ) | |
| (71 | ) | |
| (79 | ) | |
| 56 | | |
| — | |
Impairment of developed software | |
| — | | |
| — | | |
| (50 | ) | |
| (620 | ) | |
| — | |
Less: NextGen implementation costs | |
| — | | |
| (1,560 | ) | |
| | | |
| | | |
| | |
Less: share-based compensation expense | |
| (39 | ) | |
| (486 | ) | |
| 660 | | |
| (365 | ) | |
| (176 | ) |
Core Operating Expenses inc Dep and Amort | |
$ | 18,069 | | |
$ | 15,093 | | |
$ | 16,057 | | |
$ | 18,109 | | |
$ | 18,590 | |
Less: depreciation and amortization | |
| 1,911 | | |
| 1,671 | | |
| 1,226 | | |
| 2,488 | | |
| 3,420 | |
Core Operating Expenses ex. Dep and Amort | |
$ | 16,158 | | |
$ | 13,422 | | |
$ | 14,831 | | |
$ | 15,621 | | |
$ | 15,170 | |
Reconciliation - GAAP Net Loss to Core Net
(Loss) Income (in thousands, except per share data)
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | |
GAAP net income (loss) | |
$ | (4,995 | ) | |
$ | (4,831 | ) | |
$ | 748 | | |
$ | (3,963 | ) | |
$ | (3,952 | ) |
Add: loss/(gain) on fair value of private warrant liability | |
| (54 | ) | |
| 162 | | |
| (108 | ) | |
| (216 | ) | |
| (433 | ) |
Add: restructuring, merger and acquisition related expenses | |
| 58 | | |
| 71 | | |
| 79 | | |
| (56 | ) | |
| — | |
Add: impairment of developed software | |
| — | | |
| — | | |
| 50 | | |
| 620 | | |
| — | |
Add: share-based compensation expense | |
| 39 | | |
| 486 | | |
| (660 | ) | |
| 365 | | |
| 176 | |
Add: NextGen implementation costs | |
| — | | |
| 1,560 | | |
| — | | |
| — | | |
| — | |
Add: Other loss | |
| 951 | | |
| — | | |
| — | | |
| — | | |
| — | |
Less: tax (@ actual ETR) on taxable non-core items | |
| 2 | | |
| (1 | ) | |
| (1 | ) | |
| — | | |
| — | |
Core net (loss)/income | |
$ | (3,999 | ) | |
$ | (2,553 | ) | |
$ | 108 | | |
$ | (3,250 | ) | |
$ | (4,209 | ) |
Core diluted shares | |
| 11,799 | | |
| 11,785 | | |
| 11,746 | | |
| 11,574 | | |
| 11,570 | |
Core diluted (loss) earnings per common share | |
$ | (0.34 | ) | |
$ | (0.22 | ) | |
$ | 0.01 | | |
$ | (0.28 | ) | |
$ | (0.36 | ) |
GAAP diluted (loss) earnings per common share | |
$ | (0.42 | ) | |
$ | (0.41 | ) | |
$ | 0.06 | | |
$ | (0.34 | ) | |
$ | (0.34 | ) |
Reconciliation - GAAP Net Loss to Core EBITDA
(Loss) (in thousands)
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | |
GAAP net income (loss) | |
$ | (4,995 | ) | |
$ | (4,831 | ) | |
$ | 748 | | |
$ | (3,963 | ) | |
$ | (3,952 | ) |
Add: loss/(gain) on fair value of private warrant liability | |
| (54 | ) | |
| 162 | | |
| (108 | ) | |
| (216 | ) | |
| (433 | ) |
Add: Other loss | |
| 951 | | |
| — | | |
| — | | |
| — | | |
| — | |
Add: income tax expense | |
| 9 | | |
| — | | |
| 15 | | |
| — | | |
| — | |
Add: restructuring, merger and acquisition related expenses | |
| 58 | | |
| 71 | | |
| 79 | | |
| (56 | ) | |
| — | |
Add: impairment of developed software | |
| — | | |
| — | | |
| 50 | | |
| 620 | | |
| — | |
Add: share-based compensation expense | |
| 39 | | |
| 486 | | |
| (660 | ) | |
| 365 | | |
| 176 | |
Add: NextGen implementation costs | |
| — | | |
| 1,560 | | |
| — | | |
| — | | |
| — | |
Add: depreciation and amortization | |
| 1,911 | | |
| 1,671 | | |
| 1,226 | | |
| 2,488 | | |
| 3,420 | |
Core (Loss) EBITDA | |
$ | (2,081 | ) | |
$ | (881 | ) | |
$ | 1,350 | | |
$ | (762 | ) | |
$ | (789 | ) |
Key Performance Metrics
| |
Q3 | | |
Q2 | | |
Q1 | | |
Q4 | | |
Q3 | | |
Year Over Year Change | |
| |
2024 | | |
2024 | | |
2024 | | |
2023 | | |
2023 | | |
$ | | |
% | |
Debit card POS spend ($ millions) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Higher education | |
$ | 511 | | |
$ | 472 | | |
$ | 636 | | |
$ | 545 | | |
$ | 567 | | |
$ | (56 | ) | |
| (10 | )% |
BaaS | |
$ | 152 | | |
$ | 158 | | |
$ | 172 | | |
$ | 168 | | |
$ | 171 | | |
$ | (19 | ) | |
| (11 | )% |
Total POS spend | |
$ | 663 | | |
$ | 631 | | |
$ | 809 | | |
$ | 714 | | |
$ | 737 | | |
$ | (75 | ) | |
| (10 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Serviced deposits ($ millions) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Higher education | |
$ | 590 | | |
$ | 392 | | |
$ | 535 | | |
$ | 361 | | |
$ | 636 | | |
$ | (46 | ) | |
| (7 | )% |
BaaS | |
$ | 230 | | |
$ | 250 | | |
$ | 284 | | |
$ | 313 | | |
$ | 357 | | |
$ | (127 | ) | |
| (36 | )% |
Total Ending Deposits | |
$ | 820 | | |
$ | 642 | | |
$ | 820 | | |
$ | 674 | | |
$ | 994 | | |
$ | (173 | ) | |
| (17 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Higher education | |
$ | 472 | | |
$ | 425 | | |
$ | 537 | | |
$ | 479 | | |
$ | 466 | | |
$ | 6 | | |
| 1 | % |
BaaS | |
$ | 237 | | |
$ | 261 | | |
$ | 290 | | |
$ | 326 | | |
$ | 387 | | |
$ | (150 | ) | |
| (39 | )% |
Total Average Deposits | |
$ | 708 | | |
$ | 685 | | |
$ | 828 | | |
$ | 805 | | |
$ | 853 | | |
$ | (144 | ) | |
| (17 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Higher Education Metrics | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Higher education retention | |
| 99 | % | |
| 99 | % | |
| 99 | % | |
| 99 | % | |
| 99 | % | |
| | | |
| | |
FAR(1) disbursement amount ($B) | |
$ | 3.9 | | |
$ | 1.9 | | |
$ | 4.3 | | |
$ | 2.0 | | |
$ | 3.6 | | |
$ | 0.3 | | |
| 8 | % |
Organic deposits(2) ($M) | |
$ | 353 | | |
$ | 366 | | |
$ | 449 | | |
$ | 390 | | |
$ | 411 | | |
$ | (58 | ) | |
| (14 | )% |
(1) | FAR disbursements are Financial Aid Refund disbursements
from a higher education institution. |
(2) | Organic Deposits are all deposits excluding any funds
disbursed directly from the school. |
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BM Technologies (AMEX:BMTX)
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