Dave Inc.: Form 10-Q for the period ended Sep 30, 2023

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes related thereto which are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K.

Overview

In the story of David vs. Goliath, the small underdog is able to outsmart and defeat his larger adversary. This is the spirit behind the name “Dave.” We have built an integrated and fully digital financial services platform that provides millions of Americans with seamless access to a variety of intuitive financial products at a fraction of the cost and with much greater transparency and higher speed to value than that of the legacy financial services incumbents, such as traditional banks, credit unions and independent finance companies. Our mission is to build products that level the financial playing field. Our near-term strategy is focused on delivering a superior banking experience for anyone living paycheck to paycheck.

Based on our observation and analysis of Member data, legacy financial institutions charge high fees for consumer banking and other financial services products, which disproportionately burdens tens of millions of Americans who can least afford them. We witness this dynamic playing out with our Members who we believe are on average paying between $300-$400 per year in overdraft fees, maintenance and other fees to their existing bank for basic checking services.

Further, we see a significant opportunity to address the broader short-term credit market. According to a report by The Financial Health Network (“FHN”), legacy financial institutions charge approximately $30 billion in fees annually. The FHN estimates that financially “coping” and “vulnerable” populations pay over $160 billion a year in fees and interest for access to short-term credit. Our prospective Member opportunity is also significant. We estimate that our total addressable market consists of between 160 million to 180 million Americans who are in need of financial stability and are either not served or underserved by legacy financial institutions.

Dave offers a suite of innovative financial products aimed at helping our Members improve their financial health. To help Members avoid punitive overdraft fees and access short-term liquidity, Dave offers cash advances through its flagship 0% interest ExtraCash product. Through Dave Banking, we provide a digital checking account experience, seamlessly integrated with ExtraCash advances, with no hidden fees. With a Dave Banking account, Members have access to valuable tools for building long-term financial health, such as Goals savings accounts and customizable automatic round-up savings on debit spend transactions. We also help Members generate extra income for spending or emergencies through i) the annual percentage yield ("APY") interest we pay on both savings accounts and demand deposit accounts for our Members; ii) our Side Hustle product, where we present Members with supplemental work opportunities; and iii) our Surveys product, where Members can earn supplemental income by taking surveys. Our budgeting tool helps Members manage their upcoming bills to avoid overspending.

We have only begun to address the many inequities in financial services, but our progress to date demonstrates the demand for Dave to rewire the financial system for the everyday person. As of the date of this report, nearly ten million Members have opened accounts on the Dave app and we believe that we have a substantial opportunity to continue growing our Member base going forward. We strongly believe that the value proposition of our platform approach will continue to accelerate as a result of our data-driven perspective of our Members, allowing us to introduce products and services that address their changing life circumstances.

Comparability of Financial Information

Our future results of operations and financial position may not be comparable to historical results as a result of the consummation of the Business Combination.

Key Factors Affecting Operating Results

Our future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including Member growth and activity, product expansion, competition, industry trends and general economic conditions.

Member Growth and Activity

We have made significant investments in our platform and our business is dependent on continued Member growth, as well as our ability to offer new products and services and generate additional revenues from our existing Members using such additional products and services. Member growth and activity are critical to our ability to increase our scale, capture market share and earn an attractive return on our technology, product and marketing investments. Growth in Members and Member activity will depend heavily on our ability to continue to offer attractive products and services and the success of our Member acquisition, retention and reactivation efforts.

Product Expansion

We aim to develop and offer a best-in-class financial services platform with integrated products and services that improve the financial well-being of our Members. We have invested and continue to make significant investments in the development, improvement and marketing of our financial products and are focused on continual growth in the number of products we offer that are utilized by our Members.

Competition

We face competition from several financial services-oriented institutions. In our reportable segment, as well as in potential new lines of business, we may compete with more established institutions, some of which have more financial resources. We compete at multiple levels, including competition among other financial institutions and lenders in our ExtraCash business, competition for deposits in and debit card spending from our Dave Banking product from traditional banks and digital banking products and competition for subscribers to our personal financial management tools. Some of our competitors may at times seek to increase their market share by undercutting pricing terms prevalent in that market, which could adversely affect our market share for any of our products and services or require us to incur higher member acquisition costs.

Key Components of Statements of Operations

Basis of Presentation

Currently, we conduct business through one operating segment which constitutes a single reportable segment. For more information about our basis of presentation, refer to Note 2 in the accompanying unaudited condensed consolidated financial statements of Dave included in this report.

Service Based Revenue, Net

Service based revenue, net primarily consists of optional tips, optional express processing fees and subscriptions charged to Members, net of processor-related costs associated with advance disbursements. Service based revenue, net also consists of lead generation fees from our Side Hustle advertising partners and revenue share from our surveys partner.

Transaction Based Revenue, Net

Transaction based revenue, net primarily consists of interchange and ATM revenues from our Checking Product, net of interchange and ATM-related fees, fees earned from funding and withdrawal-related transactions, volume support from a certain co-branded agreement, fees earned related to the Rewards Product for Members who make debit card spending transactions at participating merchants and deposit referral fees and are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained.

Operating Expenses

We classify our operating expenses into the following five categories:

Provision for Credit Losses

The provision for credit losses primarily consists of an allowance for expected credit losses at a level estimated to be adequate to absorb credit losses inherent in the outstanding advances receivable, inclusive of outstanding processing fees and tips along with outstanding amounts aged over 120 days or which become uncollectible based on information available to us during the period. We currently estimate the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as collections trends and cash collections received subsequent to the balance sheet date. Changes to the allowance have a direct impact on the provision for credit losses in the unaudited condensed consolidated statement of operations. We consider advances aged more than 120 days or which become uncollectible based on information available to us as impaired. All impaired advances are deemed uncollectible and subsequently written off and are a direct reduction to the allowance for credit losses. Subsequent recoveries, if any, of Member advances written-off are recorded as a reduction to Member advances, resulting in a reduction to the allowance for credit losses and a corresponding reduction to the provision for credit losses in the unaudited condensed consolidated statements of operations when collected.

Processing and Servicing Costs

Processing and servicing fees consist of fees paid to our processing partners for the recovery of advances, optional tips, optional express processing fees and subscriptions. These expenses also include fees paid for services to connect Members’ bank accounts to our application. Except for processing and servicing fees associated with advance disbursements which are recorded net against revenue, all other processing and service fees are expensed as incurred.

Advertising and Marketing

Advertising and marketing expenses consist primarily of fees we pay to our advertising and marketing platform partners. We incur advertising, marketing and production-related expenses for online, social media and television advertising and for partnerships and promotional advertising. Advertising and marketing expenses are expensed as incurred although they typically deliver a benefit over an extended period.

Compensation and Benefits

Compensation and benefits expenses represent the compensation, inclusive of stock-based compensation and benefits, that we provide to our employees and the payments we make to third-party contractors. While we have an in-house customer service function, we employ third-party contractors to conduct call center operations and handle routine customer service inquiries and support.

Other Operating Expenses

Other operating expenses consist primarily of technology and infrastructure (third-party Software as a Service or “SaaS”), commitments to charity, transaction based costs (program expenses, association fees, processor fees, losses from Member-disputed transactions, bank card fees and fraud-related costs), depreciation and amortization of property and equipment and intangible assets, general and recurring legal fees, rent, certain sales tax related costs, office related expenses, public relations costs, professional service fees, travel and entertainment, and insurance. Costs associated with technology and infrastructure, rent, depreciation and amortization of our property and equipment and intangible assets, professional service fees, travel and entertainment, utilities, office-related expenses, general and recurring legal fees, public relations costs, and insurance vary based upon our investment in infrastructure, business development, risk management and internal controls and are generally not correlated with our operating revenues or other transaction metrics.

Other (Income) Expenses

Other (income) expenses consist of interest income, interest expense, other strategic financing and transactional expenses, earnout liabilities fair value adjustments, derivative asset fair value adjustments, and changes in fair value of warrant liabilities.

Provision for Income Taxes

Provision for income taxes consists of the federal and state corporate income taxes accrued based on income resulting from the sale of our services.

Results of Operations

Comparison of the Three Months Ended September 30, 2023 and 2022

Operating revenues

(in thousands, except for percentages)

36

Service based revenue, net—

Processing fees, net

Processing fees, net of processor costs associated with advance disbursements, for the three months ended September 30, 2023 were $39.2 million, an increase of $9.4 million, or 31%, from $29.8 million for the three months ended September 30, 2022. The increase was primarily attributable to increases in monthly transacting members and increases in total advance volume from approximately $757 million to approximately $932 million period over period along with individual average advance amounts that increased from $131 to $147 for the three months ended September 30, 2022 and September 30, 2023, respectively. Processing fees tend to increase as advance volume increases but may not always trend ratably as processing fees vary depending on the total amount of the advance. The percentage of Members that paid a processing fee to expedite an advance decreased slightly for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. The average processing fees Members paid to expedite these advances increased modestly for the three months ended September 30, 2023 as compared to the three months ended September30, 2022.

Tips

Tips for the three months ended September 30, 2023 were $14.6 million, a decrease of $2.9 million, or 17%, from $17.5 million for the three months ended September 30, 2022. The decrease was primarily attributable to lower tip engagement from our Members, offset by an increase in the average tip amounts from Members. Tip amounts may not always trend ratably with advance volume as tips often vary depending on the total amount of the advance and the level of tip engagement from our Members.

Subscriptions

Subscriptions for the three months ended September 30, 2023 were $5.1 million, a decrease of $0.1 million, or 1%, from $5.2 million for the three months ended September 30, 2022. The decrease was primarily attributable to slightly lower Member engagement on our platform.

*Transaction based revenue, net—*Transaction based revenue, net for the three months ended September 30, 2023 was $6.6 million, an increase of $2.6 million, or 65% from $4.0 million, for the three months ended September 30, 2022. The increase was primarily attributable to interchange revenue earned from the growth in Members engaging with our Checking Product and card spend of $341 million for the three months ended September 30, 2023, an increase of 73%, from $197 million for the three months ended September 30, 2022.

Operating expenses

(in thousands, except for percentages)

*Provision for credit losses—*The provision for credit losses totaled $16.0 million for the three months ended September 30, 2023, compared to $18.4 million for the three months ended September 30, 2022. The decrease of $2.4 million, or 13%, was primarily attributable to an increase in provision expense of $0.6 million related to Member advances aged over 120 days and those that have become uncollectible based on information available to us, offset by a decrease in provision expense of $3.0 million related to Member advances aged 120 days and under.

The increase in provision expense of $0.6 million related to Member advances aged over 120 days and those which have become uncollectible based on information available to us, period over period, was primarily driven by the increase in total advance volume from $757 million during the third quarter of 2022 to $932 million during the third quarter of 2023, the period which includes those advances aged over 120 days as of September 30, 2023. All impaired advances deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for credit losses.

The decrease in provision expense related to Member advances aged 120 days and under was primarily attributed to improved collections performance for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 along with outstanding advances related to increases in advance volume associated with the Company's 2022 advertising campaigns. We anticipate fluctuations in Member advances outstanding each period as they are directly correlated with the timing and volume of the disbursements and collections of Member advances during the period.

During the three months ended September 30, 2023, overall loss and collections experience of Member advances improved compared to the three months ended September 30, 2022. The historical loss rates utilized in the calculation of the allowance for credit losses remained relatively consistent period over period. Any changes to our historical loss and collections experience directly affects the historical loss rates utilized in the calculation of the allowance for credit losses. The changes in the allowance for credit losses, period over period, has a direct impact on the provision for credit losses expense.

For information on the aging of Member advances and a rollforward of the allowance for credit losses, refer to the tables in Note 5 Member Cash Advances, Net in the accompanying unaudited condensed consolidated financial statements included in this report.

*Processing and service costs—*Processing and servicing costs totaled $7.1 million for the three months ended September 30, 2023, compared to $9.5 million for the three months ended September 30, 2022. The decrease of $2.4 million, or 26%, was primarily attributable to certain payment flow optimizations and cost savings related to price reductions from our processors.

*Advertising and marketing—*Advertising and marketing expenses totaled $13.9 million for the three months ended September 30, 2023, compared to $24.1 million for the three months ended September 30, 2022. The decrease of $10.2 million, or 42%, was primarily attributable to an optimization of advertising efforts and decreased advertising, marketing, production and promotional spend across various social media platforms and television.

*Compensation and benefits—*Compensation and benefits expenses totaled $23.1 million for the three months ended September 30, 2023, compared to $24.3 million for the three months ended September 30, 2022. The decrease of $1.2 million, or 5%, was primarily attributable to the following:

• an increase in payroll and related costs of $0.7 million, primarily due to hiring and increased headcount throughout the business, bonuses, benefits and severance payments; offset by
• a decrease in stock-based compensation of $1.3 million, primarily due to restricted stock units granted during the second fiscal quarter of 2022; and
• a decrease in contractor and consulting fees of $0.6 million.

*Other operating expenses—*Other operating expenses totaled $16.3 million for the three months ended September 30, 2023, compared to $18.5 million for the three months ended September 30, 2022. The decrease of $2.2 million, or 12%, was primarily attributable to the following:

• an increase in expenses related to our Checking Product of $0.7 million, primarily attributable to processing fees, card fees and fraud related costs associated with the growth in Members and the number of transactions processed; offset by
• a decrease in legal fees of $0.2 million primarily due to ongoing settlement, litigation, compliance, employment and general corporate related matters;
• a decrease in insurance related costs of $0.9 million, primarily related to lower director and officer, general liability and cyber insurance premiums;
• a decrease in depreciation and amortization of $1.0 million, primarily due to accelerated amortization resulting from the change in useful life of a certain intangible asset during the nine months ended September 2022, partially offset by increased amortization of other internally capitalized project costs and depreciation related to leasehold improvements and equipment purchases; and
• a decrease in rent expense of $1.0 million, due to a reduction in leased office space.

Other (income) expense

(in thousands, except for percentages)

Interest income— Interest income totaled $1.3 million for the three months ended September 30, 2023, compared to $1.2 million for three months ended September 30, 2022. The increase of $0.2 million, or 14%, was primarily attributable to a full quarter of interest earned from yields on short-term investments and marketable securities purchased during the quarter ended September 30, 2022 for the quarter ended September 30, 2023 compared to a partial quarter for the quarter ended September 30, 2022.

Interest expense— Interest expense totaled $3.1 million for the three months ended September 30, 2023, compared to $2.4 million for the three months ended September 30, 2022. The increase of $0.7 million, or 27%, was primarily attributable to higher interest rates and interest on increased borrowings from the delayed draw senior secured loan facility (the “Debt Facility”) which Dave OD Funding I, LLC (“Dave OD”) entered into during January 2021.

Legal Settlement and litigation expenses— Legal settlement and litigation expenses totaled $0 for the three months ended September 30, 2023, compared to $6.8 million for the three months ended September 30, 2022. The decrease of $6.8 million, or 100%, was primarily attributable to the settlement of the Martinsek v. Dave Inc. case (“Martinsek”) and termination of the Whalerock v. Dave, Inc. case (“Whalerock”) that occurred during the three months ended September 30, 2022.

*Other strategic financing and transactional expenses—*Other strategic financing and transactional expenses totaled $0 for the three months ended September 30, 2023, compared to $2.2 million for the three months ended September 30, 2022. The decrease of $2.2 million was related to certain one-time strategic opportunities in addition to certain one-time post-closing expenses associated with the Business Combination that occurred during the three months ended September 30, 2022.

*Changes in fair value of warrant liability—*Changes in fair value of warrant liability totaled a benefit of $0.3 million for the three months ended September 30, 2023, compared to a benefit of $0.7 million for the three months ended September 30, 2022. The decrease of $0.5 million, or 66%, was primarily attributable to fair value adjustments associated with certain public and private warrant liabilities due to decreases in our underlying Class A Common Stock price over the last 12 months.

Provision for income taxes

(in thousands, except for percentages)

Provision for income taxes for the three months ended September 30, 2023 decreased by approximately $0.02 million, or 67%, compared to the three months ended September 30, 2022. This decrease was primarily due to a decrease in state taxes, including gross margin state taxes, resulting from a favorable ruling by the Texas Supreme Court regarding the determination of state sourced service income.

Results of Operations

Comparison of the Nine Months Ended September 30, 2023 and 2022

Operating revenues

(in thousands, except for percentages)

Service based revenue, net—

Processing fees, net

Processing fees, net of processor costs associated with advance disbursements, for the nine months ended September 30, 2023 were $108.1 million, an increase of $33.5 million, or 45%, from $74.6 million for the nine months ended September 30, 2022. The increase was primarily attributable to increases in monthly transacting members and increases in total advance volume from approximately $1,908 million to approximately $2,597 million period over period along with average individual advance amounts that increased from $130 to $152 for nine months ended September 30, 2022 and 2023, respectively. Processing fees tend to increase as advance volume increases but may not always trend ratably as processing fees vary depending on the total amount of the advance. The percentage of Members that paid a processing fee to expedite an advance decreased slightly for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The average processing fees Members paid to expedite these advances increased modestly for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

Tips

Tips for the nine months ended September 30, 2023 were $41.4 million, a decrease of $4.5 million, or 10%, from $46.0 million for the nine months ended September 30, 2022. The decrease was primarily attributable to lower tip engagement from Members, offset by an increase in the average tip amounts from Members. Tip amounts may not always trend ratably with advance volume as tips often vary depending on the total amount of the advance and the level of tip engagement from our Members.

Subscriptions

Subscriptions for the nine months ended September 30, 2023 were $16.2 million, an increase of $2.5 million, or 18%, from $13.7 million for the nine months ended September 30, 2022. The increase was primarily attributable to higher Member engagement on our platform.

Transaction based revenue, net

Transaction based revenue, net for the nine months ended September 30, 2023 was $19.2 million, an increase of $9.1 million, or 90% from $10.1 million, for the nine months ended September 30, 2022. The increase was primarily attributable to interchange revenue earned from the growth in Members engaging with our Checking Product and card spend of $940 million for the nine months ended September 30, 2023, an increase of 71%, from $550 million for the nine months ended September 30, 2022.

Operating expenses

(in thousands, except for percentages)

*Provision for credit losses—*The provision for credit losses totaled $43.9 million for the nine months ended September 3, 2023, compared to $46.0 million for the nine months ended September 30, 2022. The decrease of $2.1 million, or 5%, was primarily attributable to an increase in provision expense of $12.7 million related to Member advances aged over 120 days and those that have become uncollectible based on information available to us, offset by a decrease in provision expense of $14.9 million related to Member advances aged 120 days and under.

The increase in provision expense of $12.7 million related to Member advances aged over 120 days and those which have become uncollectible based on information available to us, period over period, was primarily driven by an increase in total advance volume from $1,908 million during the nine months ended September 30, 2022 to $2,597 million during the nine months ended September 30, 2023. All impaired advances deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for credit losses.

The decrease in provision expense related to Member advances aged 120 days and under was primarily attributed to strong collections performance during the nine months ended September 30, 2023. The strong collections performance was due in large part to the positive seasonal effects of tax refunds on our Members during the first four months of 2023 and improvements made in the underwriting process improving collections during the nine months ended September 30, 2023. This resulted in a decrease in Member advances outstanding as of September 30, 2023 when compared to the December 31, 2022 and a resulting decrease in provision expense for the period due to improved collections performance during the nine months ended September 30, 2023. We noted the opposite dynamic during the nine months ended September 30, 2022 as Member advances outstanding exceeded Member advances outstanding as of December 31, 2021, primarily due to increases in advance volume related to the advertising campaign during the summer of 2022. This resulted in an increase in the provision expense for the nine months ended September 30, 2022. We anticipate fluctuations in Member advances outstanding each period as they are directly correlated with the timing and volume of the disbursements and collections of Member advances during the period.

During the nine months ended September 30, 2023, loss and collections experience of Member advances improved compared to the nine months ended September 30, 2022. The historical loss rates utilized in the calculation of the allowance for credit losses remained relatively consistent period over period. Any changes to our historical loss and collections experience directly affects the historical loss rates utilized in the calculation of the allowance for credit losses. The changes in the allowance for credit losses, period over period, has a direct impact on the provision for credit losses expense.

For information on the aging of Member advances and a rollforward of the allowance for credit losses, refer to the tables in Note 5 Member Cash Advances, Net in the accompanying unaudited condensed consolidated financial statements included in this report.

*Processing and service costs—*Processing and servicing costs totaled $21.4 million for the nine months ended September 30, 2023, compared to $23.6 million for the nine months ended September 30, 2022. The decrease of $2.2 million, or 9%, was primarily attributable to the increase in advance volume from $1,908 million during the nine months ended September 30, 2022 to $2,597 million during the nine months ended September 30, 2023, offset by certain payment flow optimizations and cost savings related to price reductions from our processors.

*Advertising and marketing—*Advertising and marketing expenses totaled $38.4 million for the nine months ended September 30, 2023, compared to $57.1 million for the nine months ended September 30, 2022. The decrease of $18.7 million, or 33%, was primarily attributable to an optimization of advertising efforts and decreased advertising, marketing, production and promotional spend across various social media platforms and television.

*Compensation and benefits—*Compensation and benefits expenses totaled $71.4 million for the nine months ended September 30, 2023, compared to $81.3 million for the nine months ended September 30, 2022. The decrease of $10.1 million, or 12%, was primarily attributable to the following:

• an increase in payroll and related costs of $5.9 million, primarily due to hiring and increased headcount throughout the business, bonuses, benefits and severance payments; offset by
• a decrease in stock-based compensation of $13.9 million, primarily due to restricted stock units granted during the nine months ended September 30, 2023; and
• a decrease in contractor and consulting fees of $1.9 million.

*Other operating expenses—*Other operating expenses totaled $54.9 million for the nine months ended September 30, 2023, compared to $50.7 million for the nine months ended September 30, 2022. The increase of $4.2 million, or 8%, was primarily attributable to the following:

• an increase in legal fees of $5.0 million primarily due to ongoing settlement, litigation, compliance, employment and general corporate related matters;
• an increase in expenses related to our Checking Product of $3.3 million, primarily attributable to processing fees, card fees and fraud related costs associated with the growth in Members and the number of transactions processed; and
• an increase in charitable contribution expenses of $1.3 million, primarily due to amounts pledged to charitable meal donations related to Members’ tips; offset by
• a decrease in insurance related costs of $2.6 million, primarily related to lower director and officer, general liability and cyber insurance premiums;
• a decrease in rent expense of $1.8 million, due to a reduction in leased office space; and
• a decrease in depreciation and amortization of $1.4 million, primarily due to accelerated amortization resulting from the change in useful life of a certain intangible asset during the nine months ended September 2022, partially offset by increased amortization of other internally capitalized project costs and depreciation related to leasehold improvements and equipment purchases.

Other (income) expense

(in thousands, except for percentages)

Interest income— Interest income totaled $4.0 million for the nine months ended September 30, 2023, compared to $1.8 million for nine months ended September 30, 2022. The increase of $2.2 million, or 119%, was primarily attributable to a full nine months of interest earned from yields on short-term investments during the nine months ended September 30, 2023 compared to fewer interest-earning months during the nine months ended September 30, 2022 as our short-term investments were purchased during quarter ended June 30, 2022.

Interest expense— Interest expense totaled $9.0 million for the nine months ended September 30, 2023, compared to $6.2 million for the nine months ended September 30, 2022. The increase of $2.7 million, or 44%, was primarily attributable to higher interest rates and interest on increased borrowings under the Debt Facility, as well as interest related to the note with FTX Ventures

*Legal Settlement and litigation expenses—*Legal settlement and litigation expenses totaled $0 for the nine months ended September 30, 2023, compared to $6.2 million for the nine months ended September 30, 2022. The decrease of $6.2 million, or 100%, was primarily attributable to the Martinsek settlement and the termination of Whalerock that occurred during the nine months ended September 30, 2022.

*Other strategic financing and transactional expenses—*Other strategic financing and transactional expenses totaled $0 for the nine months ended September 30, 2023, compared to $5.0 million for the nine months ended September 30, 2022. The decrease of $5.0 million was related to certain one-time strategic opportunities in addition to certain one-time post-closing expenses associated with the Business Combination that occurred during the nine months ended September 30, 2022.

*Changes in fair value of earnout liability—*Changes in fair value of earnout liabilities totaled a benefit of $0.03 million for the nine months ended September 30, 2023 compared to $9.6 million for the nine months ended September 30, 2022. The decrease of $9.6 million, or 100%, was primarily attributable to fair value adjustments associated with certain earnout shares liability due to decreases in our underlying Class A Common Stock price over the last 12 months.

*Gain on extinguishment of liability—*Gain on extinguishment of liability totaled $0 for the nine months ended September 30, 2023, compared to $4.3 million for the nine months ended September 30, 2022. The decrease of $4.3 million, or 100%, was primarily attributable to the extinguishment of a $7.5 million liability in exchange for shares of our Class A Common Stock during 2022.

*Changes in fair value of derivative asset on loans to stockholders—*Changes in fair value of a derivative asset on loans to stockholders totaled $0 for the nine months ended September 30, 2023, compared to an expense of approximately $5.6 million for the nine months ended September 30, 2022. The decrease of approximately $5.6 million, or 100%, was primarily attributable to fair value adjustments associated with options issued in connection with loans to stockholders resulting from a decrease in the underlying fair value of our Class A Common Stock as of the settlement date of the derivative asset in early 2022.

*Changes in fair value of warrant liability—*Changes in fair value of warrant liability totaled a benefit of $0.2 million for the nine months ended September 30, 2023, compared to a benefit of $14.2 million for the nine months ended September 30, 2022. The decrease of $14.0 million, or 98%, was primarily attributable to fair value adjustments associated with certain public and private warrant liabilities due to decreases in our underlying Class A Common Stock price over the last 12 months.

Provision for income taxes

(in thousands, except for percentages)

Provision for income taxes for the nine months ended September 30, 2023 decreased by approximately $0.05 million, or 65%, compared to the nine months ended September 30, 2022. This decrease was primarily due to a decrease in state taxes, including gross margin state taxes, resulting from a favorable ruling by the Texas Supreme Court regarding the determination of state sourced service income.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measure is useful in evaluating our operational performance. We use the following non-GAAP measure to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial information may be helpful in assessing our operating performance and facilitates an alternative comparison among fiscal periods. The non-GAAP financial measure is not, and should not be viewed as, a substitute for GAAP reporting measures.

Adjusted EBITDA

“Adjusted EBITDA” is defined as net loss adjusted for interest expense, net, provision for income taxes, depreciation and amortization, stock-based compensation and other discretionary items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that, when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA on a supplemental basis. The reconciliation of net loss to Adjusted EBITDA below should be reviewed, and no single financial measure should be relied upon to evaluate our business.

The following table reconciles net loss to Adjusted EBITDA for the three months ended September 30, 2023 and 2022, respectively:

(in thousands)

The following table reconciles net loss to Adjusted EBITDA for the nine months ended September 30, 2023 and 2022, respectively:

(in thousands)

Liquidity and Capital Resources

In the past, we have financed our operations primarily from the issuance of preferred stock, issuances of convertible notes, funds from borrowings under the Debt Facility, and funds received as a result of the Business Combination. As of September 30, 2023 and December 31, 2022, our cash and cash equivalents, marketable securities and short-term investments balance was approximately $169.8 million and $192.0 million, respectively.

As an early-stage company, the expenses we have incurred since inception are consistent with our strategy and approach to capital allocation. We expect to incur net losses in accordance with our operating plan as we continue to expand and improve upon our financial platform.

Our ability to access capital when needed is not assured and, if capital is not available to us when, and in the amounts needed, we could be required to delay, scale back or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition and operating results.

We believe that our cash on hand should be sufficient to meet our working capital and capital expenditure requirements and fund our operations for a period of at least 12 months from the date of this report. We may raise additional capital through private or public equity or debt financings. The amount and timing of our future funding requirements, if any, will depend on many factors, including the pace and results of our product development efforts. No assurances can be provided that additional funding will be available at terms acceptable to us, if at all. If we are unable to raise additional capital, we may significantly curtail our operations, modify existing strategic plans and/or dispose of certain operations or assets.

Material Cash Requirements

In the normal course of business, we enter into various agreements with our vendors that may subject us to minimum annual requirements. While our contractual commitments will have an impact on our future liquidity, we believe that we will be able to adequately fulfill these obligations through cash generated from operations and from our existing cash balances. Dave does not have any “off-balance sheet arrangements,” as defined by the SEC regulations.

Although we have fully implemented our remote employee workforce strategy in the U.S., we have not closed our leased office locations. We are required to continue making our contractual payments until our operating leases are formally terminated or expire. Our remaining leases have remaining terms of one months to 27 months, subject to renewal options of varying terms, and as of September 30, 2023, we had a total lease liability of $0.7 million. See Note 12, Leases in the notes to our unaudited condensed consolidated financial statements for additional information regarding our lease liabilities as of September 30, 2023.

In the near term, we expect to continue to generate ExtraCash originations relying primarily on our balance sheet cash and Debt Facility, as needed. Interest payments on term loan borrowings under the Debt Facility are required to be made on a monthly basis. As of September 30, 2023, $75.0 million of term loans under the Debt Facility were outstanding. See Note 11, Debt Facility in the notes to our unaudited condensed consolidated financial statements in this report. Additionally, we also have certain contractual payment obligations for interest owed under the $100.0 million note we issued and sold pursuant to the convertible note purchase agreement (the “Purchase Agreement”) entered into with FTX Ventures. Interest payments relating to the note are required to be made or added to the outstanding principal on a semi-annual basis. As of September 30, 2023, $4.7 million of interest was added to the outstanding principal. For more information on the Purchase Agreement with FTX Ventures, see Note 8, Convertible Note Payable.

We may use cash to acquire businesses and technologies. The nature of these transactions, however, makes it difficult to predict the amount and timing of such cash requirements.

Cash Flows Summary

(in thousands)

Cash Flows From Operating Activities

During the nine months ended September 30, 2023, net cash provided by operating activities increased compared to the nine months ended September 30, 2022 due to increases in operating revenues, offset primarily by increases in compensation and other operating expenses to support the growth of the business. Net cash provided by operating activities for the nine months ended September 30, 2023 included a net loss of $48.6 million, and excluding non-cash impacts, included a decrease in accounts payable of $2.1 million, a decrease in a legal settlement accrual of $1.4 million, and a decrease in other current liabilities of $0.6 million. These changes were offset primarily by an increase in accrued expenses of $2.8 million, a decrease in prepaid expenses and other current assets of $0.4 million and a decrease in other non-current assets of $0.1 million.

Net cash used in operating activities for the nine months ended September 30, 2022 included a net loss of $107.4 million, adjusted for non-cash items of $5.5 million for depreciation and amortization, $46.0 million for provision for unrecoverable advances, $5.6 million for a decrease in derivative asset fair value, $34.1 million for stock-based compensation expense, and $1.5 million for non-cash interest, offset primarily by a decrease in the fair value of earnout liabilities of $9.6 million, a decrease in the fair value of warrant liabilities of $14.2 million, gain on the extinguishment of a liability of $4.3 million and $0.8 million for changes in fair value of marketable securities and short-term investments. Further changes in cash flows from operations included an increase in receivables related to revenue from Member advances of $5.4 million and an increase in prepaid expenses and other current assets of $5.3 million. These changes were offset primarily by a decrease in prepaid income taxes of $0.7 million, an increase in accounts payable of $3.6 million, an increase in accrued expenses of $3.1 million, and an increase in legal settlement accrual of $6.4 million.

Cash Flows From Investing Activities

During the nine months ended September 30, 2023, net cash provided by investing activities was $3.0 million. This included the sale and maturity of short-term investments of $137.2 million and sale of marketable securities of $33.0 million, offset by purchases of short-term investments of $92.0 million, net disbursements and collections of Member advances of $34.3 million, payments related to internally developed software costs of $5.9 million, and purchases of marketable securities of $34.4 million.

During the nine months ended September 30, 2022, net cash used in investing activities was $263.9 million. This included payments for internally developed software costs of $6.4 million, the purchase of property and equipment of $0.5 million, net disbursements and collections of Member advances of $77.6 million, the purchase of short-term investments of $197.8 million, and the purchase of marketable securities of $300.6 million, offset by the sale of marketable securities of $308.8 million and the sale and maturity of short-term investments of $10.3 million.

Cash Flows From Financing Activities

During the nine months ended September 30, 2023 net cash used in financing activities was $0.004 million, which primarily consisted of payments for fractional shares that resulted from a reverse stock split.

During the nine months ended September 30, 2022, net cash provided by financing activities was $311.8 million, which consisted of $195.0 million in proceeds from PIPE financing in connection with the Business Combination, $29.7 million in proceeds from the Business Combination, net of redemptions, $1.6 million in proceeds from stock option exercises, $100 million in proceeds from borrowings related to the Purchase Agreement with FTX Ventures, and $10.0 million related to debt facility borrowings, partially offset by $23.0 million for the payment of issuance costs related to the Business Combination and $1.6 million related to the repurchase of Class A Common Stock. For more information on the Business Combination and Purchase Agreement with FTX Ventures, see “— Business Combination and Public Company Costs” and “—Recent Developments”, respectively.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the following:

(i) Fair value of warrant liabilities;

(ii) Fair value of earnout liabilities;

(iii) Allowance for credit losses; and

(iv) Income taxes.

Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting estimates discussed below are critical to understanding our historical and future performance, as these estimates relate to the more significant areas involving management’s judgments and estimates. Please refer to Note 2 in our accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 included in this report on Form 10-Q.

While our significant accounting estimates are described in the notes to our unaudited condensed consolidated financial statements, we believe that the following accounting estimates require a greater degree of judgment and complexity and are the most critical to understanding our financial condition and historical and future results of operations.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Warrant Liabilities

We recorded warrant liabilities for both public and private warrants associated with the Business Combination. The warrant liabilities are carried on our unaudited condensed consolidated balance sheets as a long-term liability estimated at fair value. Changes in the estimated fair value of the warrant liabilities were driven by changes in the underlying value of our Class A Common Stock and were reported as a loss (gain) in the accompanying unaudited condensed consolidated statements of operations. We utilize the Black-Scholes model to compute the fair value and to mark to market the fair value of the private placement warrant liability at the time of the Business Combination and at each unaudited condensed consolidated balance sheet date. The public warrants were valued using the Black-Scholes model and public trading price of the warrants, when available. The Black-Scholes model considers a range of assumptions such as stock price, strike price, volatility, time to maturity, dividend yield and risk-free interest rate. The Black-Scholes pricing model includes subjective input assumptions that can materially affect the fair value estimates.

Earnout Liabilities

We recorded earnout liabilities associated with the Business Combination. The earnout liabilities are carried on our unaudited condensed consolidated balance sheets as a long-term liability estimated at fair value. Changes in the estimated fair value of the earnout liabilities are reported as a loss (gain) in the accompanying unaudited condensed consolidated statements of operations. We utilized a Monte Carlo Simulation Method to compute the fair value and to mark to market the fair value of the earnout liabilities at each unaudited condensed consolidated balance sheet date. The Monte Carlo Simulation Method considers a range of assumptions such as stock price, volatility, and risk-free interest rate. The Monte Carlo Simulation Method includes subjective input assumptions that can materially affect the fair value estimates.

Allowance for Credit Losses

Member advances from contracts with Members as of the balance sheet dates are recorded at their original advance amounts reduced by an allowance for expected credit losses. We pool our Member advances, all of which are short-term in nature and arise from contracts with Members, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. We use an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent Member advances balances that will result in credit losses. We consider whether the conditions at the measurement date and reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In assessing such adjustments, we primarily evaluate current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. For the measurement dates presented herein, given our methods of collecting funds, and that we have not observed meaningful changes in our customers’ payment behavior, it determined that our historical loss rates remained most indicative of our lifetime expected losses. We immediately recognize an allowance for expected credit losses upon the origination of the advance. Adjustments to the allowance each period for changes in the estimate of lifetime expected credit losses are recognized in operating expenses—provision for credit losses in the unaudited condensed consolidated statements of operations.

When we determine that a Member advance is not collectible, the uncollectible amount is written-off as a reduction to both the allowance and the gross asset balance. Subsequent recoveries are recorded when received and are recorded as a recovery of the allowance for expected credit losses. Any change in circumstances related to a specific Member advance may result in an additional allowance for expected credit losses being recognized in the period in which the change occurs.

Income Taxes

The Company follows ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the unaudited condensed consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the asset will not be realized.

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except that those taxes related to specific discrete events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon several significant estimates and judgments, including the estimated annual pre-tax income of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. The Company has estimated $1.1 million and $0.9 million of uncertain tax positions as of September 30, 2023 and December 31, 2022, respectively, related to state income taxes. and federal and state research tax credits.

The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. The Company recognized $0.004 million and $0.003 million of interest expense and penalties as a component of income tax expense during the nine months ended September 30, 2023 and 2022, respectively.

Emerging Growth Company Status

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company and to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of our accompanying unaudited condensed consolidated financial statements included in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and nine month periods ended September 30, 2023 and 2022.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act for emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd- Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the unaudited condensed consolidated financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (1) the last day of the fiscal year (a) following March 4, 2026, (b) in which we have total annual gross revenue of at least $1.07 billion, (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Recently Issued Accounting Standards

Refer to Note 2, “Significant Accounting Policies,” of our unaudited condensed consolidated financial statements included in this report for a discussion of the impact of recent accounting pronouncements.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due to the material weaknesses in our internal control over financial reporting described below. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Previously Identified Material Weaknesses

As discussed in Part II, Item 9A in our Annual Report, we identified weaknesses in our internal control over financial reporting for the years ended December 31, 2022 and 2021 because:

• We did not design and maintain certain formal accounting policies, procedures, and internal controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including internal controls over the period-end financial reporting process addressing financial statement and footnote presentation and disclosures, account reconciliations, and journal entries. Additionally, the lack of a sufficient number of accounting and finance professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of Dave’s financial reporting objectives, as demonstrated by, amongst other things, insufficient segregation of duties within the finance and accounting functions.
• We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored.

Remediation Plan and Status

Dave is implementing a plan to remediate the material weaknesses described above. Those remediation measures are ongoing and include (i) hiring additional accounting and IT personnel to bolster its financial reporting, technical and transactional accounting and IT capabilities; (ii) designing and implementing controls to formalize roles and review responsibilities and designing and implementing formal controls over segregation of duties; (iii) designing and implementing formal processes, accounting policies, procedures, and controls supporting Dave’s financial close process, including creating standard balance sheet reconciliation templates and journal entry controls; (iv) designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges and computer operations controls; and (v) redesigning its internal controls around the allowance for credit losses to detect and prevent future errors.

Changes in Internal Control over Financial Reporting

Other than described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of the date of this Form 10-Q, there have been no material changes to the risk factors disclosed in in our Annual Report for the year ended December 31, 2022 filed with the SEC on March 13, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.