Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | May 03, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38633 | ||
Entity Registrant Name | BM Technologies, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3410369 | ||
Entity Address, Address Line One | 201 King of Prussia Road | ||
Entity Address, Address Line Two | Suite 350 | ||
Entity Address, City or Town | Wayne | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19087 | ||
City Area Code | 877 | ||
Local Phone Number | 327-9515 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 152 | ||
Entity Common Stock, Shares Outstanding | 12,273,438 | ||
Documents Incorporated by Reference | Specified portions of the registrant’s proxy statement with respect to the registrant’s 2022 Annual Meeting of Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001725872 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BMTX | ||
Security Exchange Name | NYSEAMER | ||
Warrant | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share. | ||
Trading Symbol | BMTX-WT | ||
Security Exchange Name | NYSEAMER |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Philadelphia, PA |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | [1] |
ASSETS | |||||||
Cash and cash equivalents | $ 25,704 | $ 20,407 | $ 19,589 | $ 17,379 | $ 2,989 | ||
Accounts receivable, net allowance for doubtful accounts of $79 and zero at December 31, 2021 and December 31, 2020, respectively. | 9,161 | 9,836 | 11,558 | 11,274 | 10,033 | ||
Prepaid expenses and other current assets | 1,779 | 2,046 | 1,786 | 5,032 | 2,348 | ||
Total current assets | 36,644 | 32,289 | 32,933 | 33,685 | 15,370 | ||
Premises and equipment, net | 346 | 305 | 349 | 345 | 401 | ||
Developed software, net | 28,593 | 31,691 | 34,155 | 36,952 | 39,657 | ||
Goodwill | 5,259 | 5,259 | 5,259 | 5,259 | 5,259 | ||
Other intangibles, net | 4,749 | 4,830 | 4,910 | 4,990 | 5,070 | ||
Other assets | 837 | 840 | 740 | 942 | 853 | ||
Total assets | 76,428 | 75,214 | 78,346 | 82,173 | 66,610 | ||
Liabilities: | |||||||
Accounts payable and accrued liabilities | 7,033 | 8,180 | 13,648 | 13,987 | 7,521 | ||
Taxes payable | 1,807 | 1,103 | 1,636 | 1,679 | 0 | ||
Borrowings from Partner Bank | 0 | 0 | 0 | 5,427 | 21,000 | ||
Current portion of operating lease liabilities | 416 | 596 | 719 | 714 | 701 | ||
Deferred revenue, current | 15,387 | 16,306 | 15,513 | 14,034 | 10,588 | ||
Total current liabilities | 24,643 | 26,185 | 31,516 | 35,841 | 39,810 | ||
Non-current liabilities: | |||||||
Operating lease liabilities | 0 | 0 | 55 | 235 | 430 | ||
Deferred revenue, non-current | 190 | 223 | 1,512 | 1,490 | 2,101 | ||
Liability for private warrants | 13,614 | 12,850 | 18,893 | 15,836 | 0 | ||
Total liabilities | 38,447 | 39,258 | 51,976 | 53,402 | 42,341 | ||
Commitments and contingencies (Note 8) | |||||||
Shareholders’ equity: | |||||||
Preferred stock: Par value $0.0001 per share; 10,000,000 authorized, none issued or outstanding at both December 31, 2021 and December 31, 2020. | 0 | 0 | 0 | 0 | 0 | ||
Common stock: Par value $0.0001 per share; 1 billion shares authorized; 12,193,378 shares issued and outstanding at December 31, 2021; 6,123,432 shares issued and outstanding at December 31, 2020. | 1 | 1 | 1 | 1 | 1 | ||
Additional paid-in capital | 60,686 | 57,311 | 54,849 | 52,460 | 64,017 | ||
Accumulated deficit | (22,706) | (21,356) | (28,480) | (23,690) | (39,749) | ||
Total shareholders’ equity | 37,981 | 35,956 | 26,370 | 28,771 | 24,269 | $ 34,630 | |
Total liabilities and shareholders’ equity | $ 76,428 | $ 75,214 | $ 78,346 | $ 82,173 | $ 66,610 | ||
[1] | As previously reported and retroactively adjusted in connection with the merger. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for doubtful accounts | $ 79 | $ 0 | $ 0 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 12,193,378 | 12,200,378 | 6,123,432 | |
Common stock, shares outstanding (in shares) | 12,193,378 | 12,200,378 | 6,123,432 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating revenues: | |||||||
Total operating revenues | $ 22,931 | $ 22,464 | $ 24,276 | $ 46,740 | $ 69,671 | $ 94,987 | $ 66,437 |
Operating expenses: | |||||||
Technology, communication, and processing | 4,893 | 8,627 | 8,355 | 16,982 | 21,875 | 28,973 | 27,404 |
Salaries and employee benefits | 9,137 | 9,559 | 8,557 | 18,116 | 27,253 | 38,036 | 26,076 |
Professional services | 3,496 | 2,126 | 1,737 | 3,863 | 7,359 | 10,395 | 9,304 |
Provision for operating losses | 1,067 | 1,401 | 1,329 | 2,730 | 3,797 | 5,419 | 5,170 |
Occupancy | 282 | 284 | 352 | 636 | 918 | 1,197 | 1,428 |
Customer related supplies | 1,017 | 186 | 475 | 661 | 1,678 | 2,214 | 3,236 |
Advertising and promotion | 176 | 125 | 191 | 316 | 492 | 654 | 941 |
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 65 | 739 |
Other expense | 614 | 466 | 457 | 923 | 1,537 | 2,368 | 2,935 |
Total operating expenses | 20,682 | 22,774 | 21,453 | 44,227 | 64,909 | 89,321 | 77,233 |
Income (loss) from operations | 2,249 | (310) | 2,823 | 2,513 | 4,762 | 5,666 | (10,796) |
Non-operating income and expense: | |||||||
Gain on fair value of private warrant liability | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | 17,225 | 0 |
Interest expense | 0 | (42) | (54) | (96) | (96) | (96) | (1,395) |
Income (loss) before income tax expense | 8,291 | (3,408) | 17,772 | 14,364 | 22,655 | 22,795 | (12,191) |
Income tax expense | 1,167 | 1,382 | 1,713 | 3,095 | 4,262 | 5,752 | 23 |
Net income (loss) | $ 7,124 | $ (4,790) | $ 16,059 | $ 11,269 | $ 18,393 | $ 17,043 | $ (12,214) |
Weighted average number of shares outstanding - basic (in shares) | 11,900 | 11,900 | 11,698 | 11,800 | 11,834 | 11,851 | 6,123 |
Weighted average number of shares outstanding - diluted (in shares) | 11,904 | 11,900 | 15,325 | 13,791 | 12,359 | 11,939 | 6,123 |
Net Income (loss) per share - basic (in dollars per share) | $ 600 | $ (400) | $ 1,370 | $ 960 | $ 1,550 | $ 1.44 | $ (1.99) |
Net Income (loss) per share - diluted (in dollars per share) | $ 0.60 | $ (0.40) | $ 0.07 | $ (0.05) | $ 30 | $ 1.43 | $ (1.99) |
Interchange and card revenue | |||||||
Operating revenues: | |||||||
Total operating revenues | $ 6,529 | $ 6,757 | $ 8,244 | $ 15,001 | $ 21,530 | $ 28,078 | $ 25,864 |
Servicing fees from Partner Bank | |||||||
Operating revenues: | |||||||
Total operating revenues | 11,823 | 10,579 | 9,372 | 19,951 | 31,774 | 45,105 | 22,465 |
Account fees | |||||||
Operating revenues: | |||||||
Total operating revenues | 2,628 | 2,641 | 2,686 | 5,327 | 7,955 | 10,668 | 11,308 |
University fees | |||||||
Operating revenues: | |||||||
Total operating revenues | 1,474 | 1,331 | 1,324 | 2,655 | 4,129 | 5,693 | 5,320 |
Other revenue | |||||||
Operating revenues: | |||||||
Total operating revenues | $ 477 | $ 1,156 | $ 2,650 | $ 3,806 | $ 4,283 | $ 5,443 | $ 1,480 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
Balance, beginning of period (in shares) at Dec. 31, 2019 | [1] | 6,123,432 | |||
Balance, beginning of period at Dec. 31, 2019 | [1] | $ 34,630 | $ 1 | $ 62,164 | $ (27,535) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (12,214) | (12,214) | |||
Capital contribution from Partner Bank | 1,385 | 1,385 | |||
Share-based compensation expense | 468 | 468 | |||
Balance, end of period (in shares) at Dec. 31, 2020 | 6,123,432 | ||||
Balance, end of period at Dec. 31, 2020 | 24,269 | $ 1 | 64,017 | (39,749) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 16,059 | 16,059 | |||
Valuation of private warrants | (30,839) | (30,839) | |||
Recapitalization transaction (in shares) | 4,759,911 | ||||
Recapitalization transaction | 16,148 | 16,148 | |||
Issuance of common stock as compensation (in shares) | 1,317,035 | ||||
Issuance of common stock as compensation | 2,323 | 2,323 | |||
Share-based compensation expense | 811 | 811 | |||
Balance, end of period (in shares) at Mar. 31, 2021 | 12,200,378 | ||||
Balance, end of period at Mar. 31, 2021 | 28,771 | $ 1 | 52,460 | (23,690) | |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 6,123,432 | ||||
Balance, beginning of period at Dec. 31, 2020 | 24,269 | $ 1 | 64,017 | (39,749) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 11,269 | ||||
Balance, end of period (in shares) at Jun. 30, 2021 | 12,200,378 | ||||
Balance, end of period at Jun. 30, 2021 | 26,370 | $ 1 | 54,849 | (28,480) | |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 6,123,432 | ||||
Balance, beginning of period at Dec. 31, 2020 | 24,269 | $ 1 | 64,017 | (39,749) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 18,393 | ||||
Balance, end of period (in shares) at Sep. 30, 2021 | 12,206,378 | ||||
Balance, end of period at Sep. 30, 2021 | 35,956 | $ 1 | 57,311 | (21,356) | |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 6,123,432 | ||||
Balance, beginning of period at Dec. 31, 2020 | 24,269 | $ 1 | 64,017 | (39,749) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 17,043 | 17,043 | |||
Valuation of private warrants | (30,839) | (30,839) | |||
Recapitalization transaction (in shares) | 4,759,911 | ||||
Recapitalization transaction | 16,148 | 16,148 | |||
Issuance of common stock as compensation (in shares) | 1,308,535 | ||||
Issuance of common stock as compensation | 9,518 | 9,518 | |||
Issuance of common stock upon exercise of warrants (in shares) | 1,500 | ||||
Issuance of common stock upon exercise of warrants | 17 | 17 | |||
Share-based compensation expense | 1,825 | 1,825 | |||
Balance, end of period (in shares) at Dec. 31, 2021 | 12,193,378 | ||||
Balance, end of period at Dec. 31, 2021 | 37,981 | $ 1 | 60,686 | (22,706) | |
Balance, beginning of period (in shares) at Mar. 31, 2021 | 12,200,378 | ||||
Balance, beginning of period at Mar. 31, 2021 | 28,771 | $ 1 | 52,460 | (23,690) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (4,790) | (4,790) | |||
Issuance of common stock as compensation | 2,389 | 2,389 | |||
Balance, end of period (in shares) at Jun. 30, 2021 | 12,200,378 | ||||
Balance, end of period at Jun. 30, 2021 | 26,370 | $ 1 | 54,849 | (28,480) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 7,124 | 7,124 | |||
Issuance of common stock as compensation | 2,462 | 2,462 | |||
Balance, end of period (in shares) at Sep. 30, 2021 | 12,206,378 | ||||
Balance, end of period at Sep. 30, 2021 | $ 35,956 | $ 1 | $ 57,311 | $ (21,356) | |
[1] | As previously reported and retroactively adjusted in connection with the merger. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 16,059 | $ 11,269 | $ 18,393 | $ 17,043 | $ (12,214) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation of premises and equipment | 56 | 103 | 147 | 193 | 310 |
Amortization of developed software | 2,823 | 5,645 | 8,467 | 11,444 | 11,047 |
Amortization of other intangible assets | 80 | 160 | 240 | 321 | 664 |
Amortization of leased assets | 282 | 368 | 644 | 820 | 1,253 |
Impairment of software assets | 0 | 0 | 0 | 215 | 3,721 |
Share-based compensation expense | 3,139 | 5,536 | 8,019 | 11,343 | 468 |
Gain on fair value of private warrant liability | (15,003) | (11,947) | (17,989) | (17,225) | 0 |
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | (1,241) | (1,525) | 197 | 872 | 1,306 |
Prepaid expenses and other current assets | (2,683) | 562 | 302 | 569 | 6,456 |
Other assets | (372) | (354) | (631) | (804) | 372 |
Accounts payable and accrued liabilities | 2,047 | 5,474 | (115) | (1,228) | (3,572) |
Taxes payable | 1,679 | 1,636 | 1,103 | 1,807 | 0 |
Operating lease liabilities | (182) | (357) | (535) | (715) | (1,406) |
Deferred revenue | 2,835 | 4,336 | 3,840 | 2,888 | 10,751 |
Other liabilities | 0 | 0 | 0 | 0 | (3,118) |
Net Cash Provided by Operating Activities | 9,519 | 20,906 | 22,082 | 27,543 | 16,038 |
Cash Flows from Investing Activities: | |||||
Purchase or development of internal use software | (117) | (143) | (501) | (595) | (3,947) |
Purchases of premises and equipment | 0 | (51) | (51) | (138) | (73) |
Net Cash Used in Investing Activities | (117) | (194) | (552) | (733) | (4,020) |
Cash Flows from Financing Activities: | |||||
Repayments of borrowings from Partner Bank | (15,572) | (21,000) | (21,000) | (21,000) | (19,000) |
Capital contribution from Partner Bank | 0 | 0 | 0 | 0 | 1,385 |
Proceeds from Recapitalization transaction | 20,560 | 16,888 | 16,888 | 16,888 | 0 |
Proceeds from exercise of warrants | 0 | 0 | 0 | 17 | 0 |
Net Cash Used in Financing Activities | 4,988 | (4,112) | (4,112) | (4,095) | (17,615) |
Net Increase (Decrease) in Cash and Cash Equivalents | 14,390 | 16,600 | 17,418 | 22,715 | (5,597) |
Cash and Cash Equivalents – Beginning | 2,989 | 2,989 | 2,989 | 2,989 | 8,586 |
Cash and Cash Equivalents – Ending | 17,379 | 19,589 | 20,407 | 25,704 | 2,989 |
Supplementary Cash Flow Information: | |||||
Income taxes paid, net of refunds | 0 | 1,424 | 3,124 | 4,224 | 0 |
Interest paid | 119 | 178 | 178 | 178 | 0 |
Noncash Operating, Investing and Financing Activities: | |||||
Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction | 740 | 740 | 740 | 740 | 0 |
Share-based compensation expense recorded as capital contribution from Partner Bank | $ 0 | $ 0 | $ 0 | $ 0 | $ 468 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION | 12 Months Ended |
Dec. 31, 2021 | |
Business Description And Reverse Recapitalization [Abstract] | |
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION | DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION Description of the Business BM Technologies, Inc. (“BMTX” or “the Company”) (formerly known as BankMobile) provides state-of-the-art high-tech digital banking and disbursement services to consumers and students nationwide through a full service fintech banking platform, accessible to customers anywhere and anytime through digital channels. BMTX facilitates deposits and banking services between a customer and our Partner Bank, Customers Bank, which is a related party and is a Federal Deposit Insurance Corporation (“FDIC”) insured bank. BMTX’s business model leverages partners’ existing customer bases to achieve high volume, low-cost customer acquisition in its Higher Education Disbursement, BaaS, and Workplace Banking businesses. BMTX has four primary revenue sources: interchange and card revenue, servicing fees from BMTX’s Partner Bank, account fees, and university fees. The majority of revenues are driven by customer activity (deposits, spend, transactions, etc.) but may be paid or passed through by BMTX’s Partner Bank, universities, or paid directly by customers. BMTX is a Delaware corporation, originally incorporated as Megalith Financial Acquisition Corp in November 2017 and renamed BM Technologies, Inc. in January 2021 at the time of the merger between Megalith Financial Acquisition Corp and BankMobile Technologies, Inc. Until January 4, 2021, BankMobile Technologies, Inc. was a wholly-owned subsidiary of Customers Bank (“Customers Bank”), a Pennsylvania state-chartered bank and a wholly-owned subsidiary of Customers Bancorp, Inc. (the “Bancorp” or “Customers Bancorp”). Customers Bank is BMTX’s Partner Bank. BMTX’s Partner Bank holds the FDIC insured deposits that BMTX sources and services and is the issuing bank on BMTX’s debit cards. BMTX’s Partner Bank pays the Company a deposit servicing fee for the deposits generated and passes through interchange income earned from debit transactions. BMTX is not a bank, does not hold a bank charter, and does not provide banking services, and as a result it is not subject to direct banking regulation, except as a service provider to our Partner Bank. BMTX is also subject to the regulations of the ED, due to its student Disbursements business, and is periodically examined by it. BMTX’s contracts with most of its higher education institutional clients require it to comply with numerous laws and regulations, including, where applicable, regulations promulgated by the ED regarding the handling of student financial aid funds received by institutions on behalf of their students under Title IV; FERPA; the Electronic Fund Transfer Act and Regulation E; the USA PATRIOT Act and related anti-money laundering requirements; and certain federal rules regarding safeguarding personal information, including rules implementing the privacy provisions of the Gramm-Leach-Bliley Act (“GLBA”). Other products and services offered by BMTX may also be subject to other federal and state laws and regulations. Seasonality BMTX’s higher education serviced deposits fluctuate throughout the year due primarily to the inflow of funds typically disbursed at the start of a semester. Serviced deposit balances typically experience seasonal lows in December and July and experience seasonal highs in September and January when individual account balances are generally at their peak. Debit spend follows a similar seasonal trend, but may slightly lag increases in balances. Impact of COVID-19 & CARES Act In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. The spread of COVID-19 created a global public health crisis that resulted in unprecedented uncertainty, economic volatility, and disruption in financial markets and in governmental, commercial, and consumer activity in the United States and globally, including the markets that BMTX serves. In response to the pandemic, we enabled nearly all of our employees to work remotely and limited business travel. We are a “Remote First” company and most of our employees have no assigned work location or regular in-office work requirement. With the initial outbreak of COVID-19 in 2020, the Company experienced an initial decline in revenues as compared to the pre-COVID-19 period. On March 27, 2020, the “Coronavirus Aid, Relief, and Economic Security (“CARES”) Act” was signed into law and contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic and stimulate the economy, including cash payments to taxpayers, increased unemployment benefits, and to support higher education through the Higher Education Emergency Relief Fund (“HEERF”). This stimulus resulted in increased serviced deposit balances, debit card spend, and revenues, a trend that continued into early 2021. However, we have seen the growth rate slow in recent periods compared to the accelerated growth rate we experienced during early 2021. Merger with Megalith Financial Acquisition Corporation On January 4, 2021, BankMobile Technologies, Inc. (“BankMobile”), Megalith Financial Acquisition Corp. (“Megalith”), and MFAC Merger Sub Inc., consummated the transaction contemplated by the merger agreement entered into on August 6, 2020, as amended. In connection with the closing of the merger, Megalith changed its name to BM Technologies, Inc. Effective January 6, 2021, Megalith’s units ceased trading, and the Company’s common stock and warrants began trading on the NYSE American under the symbols “BMTX” and “BMTX-WT,” respectively. The merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under U.S. GAAP, BankMobile was treated as the “acquirer” company for financial reporting purposes and as a result, the transaction was treated as the equivalent of BankMobile issuing stock for the net assets of Megalith, accompanied by a recapitalization. The excess of the fair value of the shares issued over the value of the net monetary assets of Megalith was recognized as an adjustment to shareholders’ equity. There was no goodwill or other intangible assets recorded in the merger. Prior periods presented for comparative purposes represent the balances and activity of BM Technologies, Inc. (other than shares which were retroactively restated in connection with the merger). The following table provides a summary of the significant sources and uses of cash related to the closing of the merger transaction: (amounts in thousands) Cash at Megalith $ 27,669 Cash from PIPE (private investment in public entity) investors 20,003 Total sources of cash 47,672 Cash paid to underwriters and other transaction costs (3,987) Cash paid to Customers Bank as consideration (23,125) Cash from recapitalization transaction (A) 20,560 Cash used to pay down BMTX debt (8,834) Cash received by BMTX and used to pay down debt (6,738) Total cash used to pay down outstanding debt (B) (15,572) Net cash received by BMTX from the reverse recapitalization transaction through March 31, 2021 (A+B) 4,988 90 day merger true-up, cash paid by BMTX in May 2021 (3,672) Final cash received by BMTX from the reverse recapitalization transaction through December 31, 2021 $ 1,316 The following table provides a reconciliation of the common shares related to the merger: Shares held by legacy BankMobile shareholders - December 31, 2020 6,123,432 Shares related to the recapitalization transaction - January 4, 2021 6,076,946 Total shares issued and outstanding - January 4, 2021 12,200,378 BankMobile was determined to be the accounting acquirer based on the following predominant factors: • Customers Bank stockholders had the largest portion of voting rights in the post-combination company; • The board of directors and senior management of the post-combination company are primarily composed of individuals associated with BankMobile; • BankMobile was the larger entity based on historical operating activity, assets, revenues and employees at the time of the closing of the merger; • The ongoing operating activities of the post-combination company comprise those of BankMobile; and • BankMobile paid a premium in the exchange of equity interests. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification "ASC" and Accounting Standards Update "ASU" of the Financial Accounting Standards Board "FASB". Consolidation Policy These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting The Company conducts its operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM, Luvleen Sidhu, our CEO, uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for the Company as a whole. Customer and Vendor Concentrations At December 31, 2021 and December 31, 2020, our Partner Bank accounted for 61% and 31% (As Restated) of our total Accounts receivable, net , respectively. At December 31, 2021 and December 31, 2020, a BaaS partner accounted for 13% and 46% (As Restated) of our total Accounts receivable, net , respectively. MasterCard accounted for 17% (As Restated) of our total Accounts receivable, net at both December 31, 2021 and December 31, 2020. For the twelve months ended December 31, 2021 and 2020, our Partner Bank, through a Deposit Processing Services Agreement, accounted for 87% and 86% of our Total operating revenues , respectively. See Note 14 – Relationship with our Partner Bank for additional information. Certain of these revenues are paid directly by MasterCard or individual account holders to the Company. On April 27, 2022, our Partner Bank indicated in a public filing that it will not renew the current Deposit Processing Services Agreement with the Company when it expires on December 31, 2022. See Note 15 - Subsequent Events for additional information. For the twelve months ended December 31, 2021 and 2020, there is one vendor that accounted for 12% and 18% of our Total operating expenses , respectively. Use of Estimates These financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of BMTX for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include valuation of deferred tax assets, valuation of the private warrants, goodwill, and intangible asset impairment analysis. Actual results could differ from those estimates. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. $2.4 million of expense for mailing and shipping costs that was previously included in Other expense is now included in Customer related supplies . In addition, $0.5 million of share-based compensation was previously disclosed as a component of Capital contribution from Customers Bank on the Consolidated Statements of Shareholders’ Equity, but is now disclosed as a separate financial statement line item entitled Share-based compensation expense. Significant Accounting Policies As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act. Business Combinations Business combinations are accounted for by applying the acquisition method in accordance with FASB ASC 805, Business Combinations . Under the acquisition method, identifiable assets acquired and liabilities assumed are measured at their fair values as of the date of acquisition, and are recognized separately from goodwill. Results of operations of the acquired entity are included in the statement of income from the date of acquisition. BMTX recognizes goodwill when the acquisition price exceeds the estimated fair value of the net assets acquired. Cash and Cash Equivalents Our cash is maintained at our Partner Bank, with a large majority of our cash balances at December 31, 2021 exceeding the Federal Deposit Insurance Corporation (“FDIC”)’s $250,000 insured limit per account. We have not experienced losses on cash balances exceeding the federally insured limits, but there can be no assurance that we will not experience such losses in the future. Accounts Receivable Accounts receivable primarily relate to billings for deposit processing services provided to our Partner Bank in addition to reimbursements to be received from a BaaS partner, as described in collaborative arrangements below, MasterCard incentive income, and uncollected university subscription and disbursement services fees. These amounts are recorded at face amounts less an allowance for doubtful accounts. Management evaluates accounts receivable and establishes the allowance for doubtful accounts based on historical experience, analysis of past due accounts and other current available information. Accounts receivable deemed to be uncollectible are individually identified and are charged-off against the allowance for doubtful accounts. Premises and Equipment Premises and equipment are recorded at cost less accumulated depreciation. Depreciation is charged to operations on a straight-line basis over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease period, if shorter. Upon disposal or retirement of property and equipment, cost and related accumulated depreciation are removed from the accounts. Gains and losses from dispositions are credited or charged to operations. Expenditures for ordinary maintenance and repairs are charged to expense. Additions or betterments to property and equipment are capitalized at cost. Developed Software Developed software includes internally developed software and developed software acquired in the Higher One Disbursement business acquisition. Internally developed software and related capitalized work-in-process costs relate to the development of digital banking platforms to connect BaaS banking customers to partner banks. BMTX capitalizes certain internal and external costs incurred to develop internal-use software during the application development stage. BMTX also capitalizes the cost of specified upgrades and enhancements to internal-use software that result in additional functionality. Once a development project is substantially complete and the software is ready for its intended use, BMTX begins amortizing these costs on a straight-line basis over the internal-use software’s estimated useful life, which range from three The Higher One Disbursement business developed software is related to the Disbursement business services to colleges and universities and delivering services to students. The Higher One Disbursement business developed software was recorded at the amount determined by a third-party valuation expert and was estimated based on expected revenue attributable to the software utilizing a discounted cash flow methodology, giving consideration to potential obsolescence. The estimated useful life of the Higher One Disbursement business developed software is 10 years. The Company reviews the carrying value of developed software for impairment by measuring the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. If the Company determines that the carrying amount is impaired, the asset is written down to fair value. Fair value is determined based on discounted cash flows or management’s estimates, depending on the nature of the assets. There was $0.2 million and $3.7 million of impairment recognized for the twelve months ended December 31, 2021 and 2020, respectively. Goodwill and Other Intangibles Goodwill represents the excess of the purchase price over the identifiable net assets of businesses acquired through business combinations accounted for under the acquisition method. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as university relationships, are subject to impairment testing. Intangible assets are amortized on a straight-line basis over a period of twenty years. Goodwill is reviewed for impairment annually as of October 31 and between annual tests when events and circumstances indicate that impairment may have occurred. The goodwill impairment charge represents the amount by which the reporting unit’s carrying amount exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. BMTX applies a qualitative assessment to determine if the one-step quantitative impairment test is necessary. Other intangibles subject to amortization are reviewed for impairment under FASB ASC 360, Property, Plant and Equipment , which requires that a long-lived asset or asset group be tested for recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. As part of its qualitative assessment, BMTX reviewed regional and national trends in current and expected economic conditions, examining indicators such as GDP growth, interest rates and unemployment rates. BMTX also considered its own historical performance (through BankMobile), expectations of future performance, indicative deal values, and other trends specific to its industry. Based on its qualitative assessment, BMTX determined that there was no evidence of impairment of the balance of goodwill and other intangible assets. As of December 31, 2021 and 2020, Goodwill was $5.3 million and Other intangibles, net was $4.7 million and $5.1 million, respectively. Leases BMTX enters into lease agreements primarily for the use of office space, all of which are classified as operating leases. At lease commencement date, BMTX recognizes right-of-use (“ROU”) assets and lease liabilities measured at the present value of lease payments over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease expense for rental payments are recognized on a straight-line basis over the lease term and are included in Occupancy expense. In addition to rent, BMTX pays taxes and maintenance expenses, including an annual increase in operating expenses over the initial year’s expenses under certain leases as variable lease payments. Deferred Revenue Deferred revenue consists of payments received from customers, most significantly from our Partner Bank, prior to the performance of services. Deferred revenue is recognized over the service period on a straight-line basis or when the contractual performance obligation has been satisfied. The Company classifies deferred revenue on the Consolidated Balance Sheets in Deferred revenue, current and Deferred revenue, non-curren t. Public & Private Warrants The Company has Public and Private Warrants outstanding as a result of the merger transaction which occurred on January 4, 2021. Each warrant entitles the registered holder to purchase one whole share of common stock at a price of $11.50 a share. The warrants expire January 4, 2026, or earlier upon redemption or liquidation and the Company has redemption rights if our common stock trades above $24.00 for 20 out of 30 days. The Private Warrants are identical to the Public Warrants except that the Private Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor and certain others. The Private Warrants and the Public Warrants are treated differently for accounting purposes. In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Private Warrants are accounted for as liabilities and will be marked-to-market each reporting period with the change recognized in earnings. In general, under the mark-to-market accounting model, as the Company’s stock price increases, the warrant liability increases, and the Company recognizes additional expense in its Consolidated Statements of Income (Loss) – the opposite when the stock price declines. Accordingly, the periodic revaluation of the Private Warrants could result in significant volatility in our reported earnings. For the twelve months ended December 31, 2021, the Company recognized a gain of $17.2 million. The amounts recognized are a mark-to-market accounting determination and are non-cash. In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Public Warrants are treated as equity instruments. Accordingly, the Public Warrants are not marked-to-market each reporting period, thus there is no impact to earnings. Any future exercises of the Public Warrants will be recorded as cash received and recorded in Cash and cash equivalents , with a corresponding offset to Additional paid-in capital in equity. Income Taxes BMTX accounts for income taxes under the liability method of accounting for income taxes. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. BMTX determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. A tax position is recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the term upon examination includes resolution of the related appeals or litigation process. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. In assessing the realizability of federal or state deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and prudent, feasible and permissible as well as available tax planning strategies in making this assessment. Loss Contingencies In the ordinary course of business, the Company is regularly subject to various claims, suits, regulatory inquiries and investigations. The Company records a liability for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable, and the loss can be reasonably estimated. Management has also identified certain other legal matters where they believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. Revenue Recognition BMTX’s revenues from interchange and card revenue, servicing fees from Partner Bank, account fees, and university fees are within the scope of FASB ASC 606, Revenue from Contracts with Customers . The Company recognizes revenue in accordance with ASC 606 when the performance obligations related to the transfer of services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which the Company expects to be entitled to in exchange for transferring services to a customer. The Company’s customer contracts do not contain terms that require significant judgment to determine the variability impacting the transaction price. A performance obligation is deemed satisfied when the control over services is transferred to the customer. Control is transferred to a customer either at a point in time or over time. To determine when control is transferred at a point in time, the Company considers indicators, including but not limited to the right to payment, transfer of significant risk and rewards of ownership, and acceptance by the customer. When control is transferred over a period of time, the output method is used to measure progress for the transfer. The measure of progress used to assess completion of the performance obligation is based on time over the period of service. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. The Company determined that it is the agent in contracts for interchange and card revenue, and presents these revenues net of related expenses under ASC 606. Interchange and card revenue Interchange fees are earned whenever debit cards serviced by BMTX are processed through card payment networks. Interchange fees are recognized concurrent with the processing of the card transaction. Card revenue includes foreign ATM fees and MasterCard incentive income. ATM fees are recognized when the fee is deducted from the serviced account; MasterCard incentive income is primarily tied to debit spend volume and is recognized concurrent with spend. Servicing fees from Partner Bank BMTX sources and services deposit accounts for our Partner Bank and in exchange is paid servicing fees. Servicing fees and terms are established by individually negotiated contractual agreements. A fixed rate is applied to the daily average deposit balances. In all periods, servicing fees are recognized monthly based on average daily balances. Account fees BMTX earns account fees on BMTX serviced deposit accounts for transaction-based, account maintenance services. Account maintenance fees, which relate primarily to monthly maintenance fees for BMTX serviced accounts that do not meet minimum deposit balance requirements, are earned on a monthly basis representing the period over which BMTX satisfies its performance obligation. Transaction-based fees, which include services such as wire transfer fees, card replacement, and cash deposit via Green Dot network fees, are recognized at the time the transaction is executed. Service charges on deposit accounts are withdrawn from the depositor’s account balance. University fees BMTX earns university fees from higher education clients in exchange for financial aid and other student refund disbursement services provided. BMTX facilitates the distribution of financial aid and other refunds to students, while simultaneously enhancing the ability of the higher education institutions to comply with the federal regulations applicable to financial aid transactions. For these services, higher education institution clients are charged an annual subscription fee and/or per-transaction fee (e.g., check issuance, new card, card replacement fees) for certain transactions. The annual subscription fee is recognized ratably over the period of service using the output method and the transaction fees are recognized when the transaction is completed. BMTX typically enters into long-term (generally three or five-year initial term) contracts with higher education institutions to provide these refund management disbursement services. Advertising and Promotion Advertising and promotion costs are expensed as incurred. Collaborative Arrangements In the normal course of business, BMTX may enter into collaborative arrangements primarily to develop and commercialize banking products to its partners’ customers. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity where both BMTX and the collaborating BaaS partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Collaborative activities typically include research and development, technology, product development, marketing, and day-to-day operations of the banking product. These agreements create contractual rights and do not represent an entity in which we have an equity interest. BMTX accounts for its rights and obligations under the specific requirements of the contracts. These arrangements often require the sharing of revenue and expense. BMTX’s expenses incurred pursuant to these arrangements are reported net of any payments due to or amounts due from BMTX’s BaaS partners, which are recognized at the time the BaaS partner becomes obligated to pay. For the twelve months ended December 31, 2021 and 2020, BMTX recognized proceeds of $15.7 million and $19.7 million (As Restated), respectively, from collaborative arrangements. These proceeds include $5.3 million and $3.5 million (As Restated), respectively, in revenues, primarily recorded in Other revenue and Interchange and card revenue on the Consolidated Statements of Income (Loss) and $10.4 million and $16.2 million (As Restated), respectively, in expense reimbursements, primarily recorded in Salaries and employee benefits and Professional services on the Consolidated Statements of Income (Loss) . Share-Based Compensation Expense The Company uses share-based compensation, including stock, restricted stock units and performance stock units, to provide long-term performance incentives for its employees and directors. Share-based compensation is recognized on a straight-line basis over the requisite service period of the award based on their grant-date fair value for time-based awards. Compensation related to performance-based awards are recognized over the period the performance obligation is expected to be satisfied. Forfeitures are recognized as they occur. Share-based compensation expense is included in Salaries and employee benefits . In addition, the holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligations. Provision for Operating Losses The provision for operating losses represents BMTX’s payments for losses resulting from fraud or theft-based transactions that have generally been disputed by BMTX serviced deposit account holders, as well as an estimated cost for disputes that have not been resolved as of the end of the reporting period. The estimate is based on historical rates of loss on such transactions. The estimated exposure was $0.1 million and $0.4 million at December 31, 2021 and 2020 respectively; the changes period over period are presented within Provision for Operating Losses on the Consolidated Statements of Income (Loss) . Merger and Acquisition Related Expenses In 2021, BMTX announced the signing of a definitive agreement to merge with First Sound Bank, a Seattle, Washington-based community business bank. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in 2022. In connection with the merger, BMTX incurred $0.1 million in merger and acquisition expenses. In 2020, BMTX and Customers Bank entered into an Agreement and Plan of Merger with Megalith Financial Acquisition Corp. BMTX incurred $0.7 million in merger and acquisition expenses in 2020 related to the merger agreement with Megalith Financial Acquisition Corp. All merger related costs are included within Merger and acquisition related expenses on the Consolidated Statements of Income (Loss) . Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes .” The ASU is expected to reduce cost and complexity related to the accounting for income taxes by eliminating the need for an organization to analyze whether certain exceptions apply in a given period and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the standard on January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Issued but Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by BMTX as of the required effective dates. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet adopted, will not have a material impact on its financial statements taken as a whole. ASU 2020-04 - Reference Rate Reform (Topic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact that ASU 2020-04 may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20 ) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. As a smaller reporting company, ASU 2020-06 is effective for BMTX for fiscal years beginning after December 15, 2023. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. Correction of Errors in Previously Issued Consolidated Financial Statements In connection with the preparation of its consolidated financial statements for the twelve months ended December 31, 2021, the Company determined that its previously issued consolidated financial statements for the periods ended December 31, 2020, and March 31, June 30, and September 30, 2021 contained errors in the application of U.S. generally accepted accounting principles as summarized below. Application of FASB ASC 718 Stock Compensation The non-cash share-based compensation expense related to grants of BMTX common stock by its former parent, Customers Bank, to employees of the Company in connection with the January 4, 2021 divestiture of the Company, with a grant date fair value of $19.6 million, was incorrectly excluded from the Company’s stand-alone financial statements and should be recorded straight-line over the two-year post-grant vesting period ending January 3, 2023, net of any forfeitures. In addition, and also in connection with the January 4, 2021 divestiture of the Company, Customers Bank accelerated the vesting for existing restricted stock units and stock options previously granted to certain employees of the Company. The share-based compensation expense, net of forfeitures, associated with the accelerated vesting totaling $0.8 million was also incorrectly excluded from the Company’s stand-alone financial statements and should be recorded on the divestiture date. Application of FASB ASC 210-20-45 and FASB ASC 606-10-45 for Presentation of Contract Liabilities, Receivables, and Payables The Company incorrectly presented certain contract liabilities, accounts receivable, and accounts payable positions with our Partner Bank, which is a related party, and for which gross presentation is required as net Payable to Partner Bank on the Company’s Consolidated Balance Sheets for the periods ended December 31, 2020, and March 31, June 30, and September 30, 2021. These related party balances should be separately presented as Accounts receivable, net , Deferred revenue, current , and Accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheets. Restatement In accordance with Staff Accounting Bulletin ("SAB") No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , the Company evaluated these misstatements, and based on an analysis of quantitative and qualitative factors, determined that the impact of these misstatements was material to its reporting periods ended December 31, 2020, and March 31, June 30, and September 30, 2021. Accordingly, the Company has restated its consolidated financial statements for the twelve months ended December 31, 2020 and interim reporting periods for the three-months ended March 31, 2021, three- and six-months ended June 30, 2021, and three- and nine- months ended Septemb |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable primarily relate to billings for deposit processing services to our Partner Bank, MasterCard incentive income, uncollected university subscription and disbursement services fees, and receivables from a BaaS partner, and are recorded at face amounts less an allowance for doubtful accounts. Management evaluates accounts receivable and establishes the allowance for doubtful accounts based on historical experience, analysis of past due accounts and other current available information. Accounts receivable deemed to be uncollectible are individually identified and are charged-off against the allowance for doubtful accounts. The allowance for doubtful accounts was $0.1 million at December 31, 2021 and zero at December 31, 2020. (amounts in thousands) Beginning Balance Additions Reductions Ending Balance Allowance for doubtful accounts 2021 $ — $ 171 $ (92) $ 79 2020 $ — $ 26 $ (26) $ — |
PREMISES AND EQUIPMENT AND DEVE
PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE | PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE Premises and equipment The components of premises and equipment were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Leasehold improvements 5 years $ 28 $ 28 Furniture, fixtures and equipment 10 years 243 243 IT equipment 3 to 5 years 1,813 1,675 2,084 1,946 Accumulated depreciation (1,738) (1,545) Total $ 346 $ 401 Depreciation is recorded in Occupancy on the Consolidated Statements of Income (Loss) . For the twelve months ended December 31, 2021 and 2020, BMTX recorded depreciation expense of $0.2 million and $0.3 million, respectively. Developed software The components of developed software were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Higher One Disbursement business developed software 10 years $ 27,400 $ 27,400 Internally developed software 3 to 7 years 41,683 40,104 Work-in-process 421 1,620 69,504 69,124 Accumulated amortization (40,911) (29,467) Total $ 28,593 $ 39,657 Amortization expense is reported in Technology, communication and processing on the Consolidated Statements of Income (Loss) . For the twelve months ended December 31, 2021 and 2020, BMTX recorded amortization expense of $11.4 million and $11.0 million, respectively. There was $0.2 million and $3.7 million of impairment recognized for the twelve months ended December 31, 2021 and 2020, respectively. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES Goodwill represents the excess of the purchase price over the identifiable net assets of the businesses acquired through business combinations accounted for under the acquisition method. Other intangibles, net represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. We have one intangible asset which is being amortized on a straight-line basis over twenty years. Goodwill is reviewed for impairment annually as of October 31 and between annual tests when events and circumstances indicate that impairment may have occurred. There was no goodwill impairment for the twelve months ended December 31, 2021 and 2020. Other intangibles, net includes assets subject to amortization are reviewed for impairment under FASB ASC 360, Property, Plant and Equipment . There was no impairment for Other intangibles, net for the twelve months ended December 31, 2021 and 2020. The components of Other intangibles, net as of December 31, 2021 and 2020 were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Customer relationships – universities 20 years $ 6,402 $ 6,402 Accumulated amortization (1,653) (1,332) Total $ 4,749 $ 5,070 Other intangibles, net amortization expense is reported in Other expense on the Consolidated Statements of Income (Loss) . For the twelve months ended December 31, 2021 and 2020, BMTX recorded amortization expense of $0.3 million and $0.7 million, respectively. The university customer relationships will be amortized in future periods as follows: 2022 $ 320 2023 320 2024 320 2025 320 2026 320 After 2026 3,149 Total $ 4,749 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES At December 31, 2021, BMTX leased two offices under operating leases. The leases consist of 5-year lease terms with options to renew the leases or extend the term annually or with mutual agreement. The leases include variable lease payments that are based on an index or rate, such as an annual increase in operating expenses over the initial lease year’s expenses. Variable lease payments are not included in the lease liability or right-of-use (“ROU”) asset and are recognized in the period in which the obligations for those payments are incurred. BMTX’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. As BMTX’s operating leases do not provide an implicit rate, BMTX utilized the incremental borrowing rate of its former parent based on the information available at either the adoption of FASB ASC 842, Leases or the commencement date of the lease, whichever was later, when determining the present value of lease payments. The following table summarizes operating lease ROU assets and operating lease liabilities and their corresponding classification on the Company’s Consolidated Balance Sheets : (amounts in thousands) Classification December 31, December 31, Assets: Operating lease ROU assets Other assets $ 398 $ 1,218 Liabilities: Operating lease liabilities Operating lease liabilities $ 416 $ 1,131 Operating lease expenses are reported in Occupancy on the Consolidated Statements of Income (Loss) . For the twelve months ended December 31, 2021 and 2020, BMTX recorded lease expenses related to operating leases of $1.0 million and $0.9 million, respectively. The maturities of non-cancelable operating lease liabilities were as follows at December 31, 2021: (amounts in thousands) December 31, 2022 $ 418 Total minimum payments 418 Less: interest (2) Present value of lease liabilities $ 416 For the twelve months ended December 31, 2021 and 2020, BMTX paid $0.7 million and $1.4 million (As Restated) in cash pursuant to its operating lease liabilities. These cash payments were reported as cash flows used in operating activities in the Consolidated Statements of Cash Flows . The following table summarizes the weighted average remaining lease term and discount rate for BMTX’s operating leases at December 31, 2021 and 2020: December 31, December 31, Weighted average remaining lease term (years) Operating leases 0.6 years 1.6 years Weighted average discount rate Operating leases 1.0 % 1.4 % |
BORROWINGS FROM PARTNER BANK
BORROWINGS FROM PARTNER BANK | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
BORROWINGS FROM PARTNER BANK | BORROWINGS FROM PARTNER BANKIn 2021, BMTX had a $10.0 million line of credit with our Partner Bank, which is a related party of the Company. The amount that may be borrowed was subject to a borrowing base limit based on a percentage of BMTX’s accounts receivable balance. The $10.0 million line of credit carried an interest rate equal to one-month LIBOR plus 375 bps. LIBOR means the One Month London Inter-Bank Offered Rate as published in the Money Section of the Wall Street Journal on the last U.S. business day of the month, but in no event shall the LIBOR rate used for the line of credit be less than 50 basis points. Interest was paid monthly in arrears with the principal due in its entirety at the maturity date per the original arrangement. Borrowed funds could have been repaid at any time without penalty. The line of credit was originally scheduled to mature on January 4, 2022. On November 30, 2021, BMTX and our Partner Bank agreed to terminate the line of credit. There was zero balance outstanding under the line of credit as of December 31, 2021. As of December 31, 2020, there was $21.0 million outstanding under a previous $50.0 million line of credit from the Company’s Partner Bank, which was terminated as part of the Company’s divestiture on January 4, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIESLoss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the financial statements that are not currently accrued for. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution may have a material adverse effect on BMTX’s results of operations for a particular period, and future changes in circumstances or additional information could result in accruals or resolution in excess of established accruals, which could adversely affect BMTX’s results of operations, potentially materially. |
SHAREHOLDERS' EQUITY AND PRIVAT
SHAREHOLDERS' EQUITY AND PRIVATE WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND PRIVATE WARRANT LIABILITY | SHAREHOLDERS’ EQUITY AND PRIVATE WARRANT LIABILITY The Consolidated Statements of Changes in Shareholders’ Equity reflect the reverse recapitalization as of January 4, 2021, as discussed in Note 1 - Description of the Business and Merger Transaction . Since BMTX was determined to be the accounting acquirer in the transaction, all periods prior to the consummation of the transaction reflect the balances and activity of BMTX (other than shares which were retroactively restated in connection with the transaction). Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock, par value $0.0001 per share. At December 31, 2021, there w ere 12,193,378 shares o f common stock issued and outstanding, which includes the 300,000 performance based shares discussed below. At December 31, 2020, there were 6,123,432 shares of common stock issued and outstanding as retroactively restated in conjunction with the merger. Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of common stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. During the twelve months ended December 31, 2021, the Company awarded 1,000 shares of common stock to each of its directors, for a total of 6,000 shares with a share-based compensation expense of $53 thousand. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Performance Based Shares The Company has 300,000 common shares, par value $0.0001 per share, issued and outstanding that contain a restrictive legend, subject to release only if the vesting criteria occurs before the seventh anniversary of the closing date of the merger. If the vesting criteria has not occurred prior to the seven Dividend Policy We have not paid any cash dividends on our common stock to date and have no present intention to pay cash dividends in the future. The payment of cash dividends by the Company in the future will be dependent upon the Company’s revenues and earnings, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the board of directors of the Company. January 4, 2021 Share-Based Compensation Award In connection with its January 4, 2021 divestiture of the Company, Customers Bank, the Company’s former parent, granted 1,317,035 of the merger consideration shares of the Company it received to certain employees and executives of the Company. The share-based compensation award is subject to vesting conditions, including a required service condition from award recipients through January 3, 2023. The grant date fair value of the award, totaling $19.6 million, will be recorded as share-based compensation expense in the Company’s Consolidated Statements of Income (Loss) on a straight-line basis over the two year post-grant vesting period, net of any actual forfeitures. The shares awarded are restricted until fully vested, and none of the shares issued under this award are vested at December 31, 2021. In addition, the holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligations. For the twelve months ended December 31, 2021, the share-based compensation expense related to these awards totaled $9.5 million. In addition, and in connection with the January 4, 2021 divestiture of the Company, Customers Bank accelerated the vesting for existing restricted stock units and stock options previously granted to certain employees of the Company. The share-based compensation expense, net of forfeitures, associated with the accelerated vesting totaling $0.8 million was included in the Company’s stand-alone financial statements as a component of Salaries and employee benefits . The change in unvested shares under the January 4, 2021 Share-Based Compensation Award is shown below: Number of Awards Weighted-Average Grant-Date Fair Value Per Award Balance as of December 31, 2020 — $ — Granted 1,317,035 $ 14.87 Vested — $ — Forfeited (33,500) $ 14.87 Balance as of December 31, 2021 1,283,535 $ 14.87 Equity Incentive Plan Our 2020 Equity Incentive Plan (the “Equity Incentive Plan”) provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, non-employee directors, and consultants of both the Company and its affiliates. Additionally, the Equity Incentive Plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Initially, the aggregate number of shares of common stock that may be issued pursuant to stock awards under the Equity Incentive Plan will not exceed 10% of the issued and outstanding shares of our common stock. Grants were made under the Equity Incentive Plan for the twelve months ended December 31, 2021 as described within Restricted Stock Units below. There were no grants made under the Equity Incentive Plan during the twelve months ended December 31, 2020. Restricted Stock Units (“RSUs”) On September 30, 2021, the Company granted 695,000 RSUs to certain executives. The RSUs granted to these executives will vest over three For service-based RSUs, we recognize the share-based compensation cost on a straight-line basis over the required vesting period. For performance-based RSUs with milestones, each quarter we determine whether it is probable that we will achieve each operational milestone and if so, the period when we expect to achieve that operational milestone. When we first determine that achievement of an operational milestone is probable, we allocate the full share-based compensation expense over the period between the grant date and the expected vesting condition achievement date and recognize a catch-up expense for the periods from the grant date through the period in which the operational milestone is deemed probable. This is re-assessed at the end of each reporting period. For performance-based RSUs with a market condition, we used a Monte Carlo simulation to determine the fair value of the RSUs on the grant date, and recognize the share-based compensation expense over the derived service period. For the twelve months ended December 31, 2021, the share-based compensation expense related to these RSU awards totaled $1.0 million. The change in unvested RSUs awarded is shown below: Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of December 31, 2020 — $ — Granted 707,600 $ 8.96 Vested — $ — Forfeited (3,000) $ 9.44 Balance as of December 31, 2021 704,600 $ 8.96 Employee Stock Purchase Plan (“ESPP”) The Company has an ESPP (the “BM Technologies Inc. 2021 Employee Stock Purchase Plan”) which has an effective date of May 1, 2021. The purpose of the plan is to provide eligible employees with an incentive to advance the interests of the Company and its Subsidiaries, by affording them an opportunity to purchase stock of the Company at a favorable price. As of December 31, 2021, there are no shares purchased on behalf of employees under the ESPP, as the program has not yet been made available for employee participation. Warrants At December 31, 2021, there were 23,873,167 warrants to purchase our common stock outstanding, consisting of 16,927,389 Public Warrants and 6,945,778 Private Warrants. Each whole warrant entitles the registered holder to purchase one whole share of common stock at a price of $11.50 per share. The warrants will expire five years after the completion of the merger (January 4, 2026) or earlier upon redemption or liquidation and the Company has redemption rights if our common stock trades above $24.00 for 20 out of 30 days. The Private Warrants are identical to the Public Warrants except that the Private Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor and certain others. As of December 31, 2021, none of the Company’s outstanding Private Warrants have been exercised and 1,500 of the Company’s Public Warrants have been exercised. The Private Warrants and the Public Warrants are accounted for differently under U.S. GAAP, as follows: Private Warrants In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Private Warrants are accounted for as liabilities and will be marked-to-market each reporting period with the change in fair value recognized in earnings. In general, under the mark-to-market accounting model, as our stock price increases, the warrant liability increases, and we recognize additional expense in our Consolidated Statements of Income (Loss) – with the opposite when our stock price declines. Accordingly, the periodic revaluation of the Private Warrants could result in significant volatility in our reported earnings. Opening Balance Sheet Impact: As of the date of our merger on January 4, 2021, the $30.8 million fair value of the Private Warrants was recorded as a warrant liability on our Consolidated Balance Sheets in Liability for private warrants with a corresponding offset to Additional paid-in capital within equity. The fair value of the Private Warrants was estimated using a modified version of the Black-Scholes option pricing formula. We assumed a term for the Private Warrants equal to the contractual term from the merger date and then discounted the resulting value to the valuation date. Among the key inputs and assumptions used in the pricing formula at January 4, 2021: a term of 5.0 years; volatility of 20%; a dividend yield of zero; an underlying stock price of $14.76; a risk free interest rate of 0.38%; and a closing price of the Public Warrants of $2.50 per share. Income Statement Impact : Subsequent to the close of the merger, any change in the fair value of the Private Warrants is recognized in our Consolidated Statements of Income (Loss) below operating profit as “ Gain on fair value of private warrant liability ” with a corresponding amount recognized in the liability account on our Consolidated Balance Sheets . The Private Warrant liability is presented in the account Liability for private warrants in the long-term liabilities section of our Consolidated Balance Sheets . During the twelve months ended December 31, 2021, we recorded a net non-cash gain of $17.2 million on the revaluation of the Private Warrants. Balance Sheet Impact : As noted above, the change in the balance of the warrant liability on our Consolidated Balance Sheets is due to the change in fair value of the underlying Private Warrants. When warrants are exercised, the fair value of the liability will be reclassified to Additional paid-in capital within equity. The cash received for the exercise of warrants is reflected in Cash and cash equivalents , and the corresponding offset is also in Additional paid-in capital in equity. Cash Flow Impact : The impact of the change in fair value of the Private Warrants has no impact on our cash flows as it is a non-cash adjustment. The cash received for any future exercise of warrants will be recorded in cash flows from financing activities. Shareholders’ Equity Impact : The impact to Additional paid-in capital as of the opening balance sheet date is described above. Any future exercises of the Private Warrants will result in a reduction of the Private Warrant liability on the Consolidated Balance Sheets with a corresponding increase to Additional paid-in capital . Public Warrants In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Public Warrants are treated as equity instruments under U.S. GAAP. Accordingly, the Public Warrants are not marked-to-market each reporting period, thus there is no impact to quarterly earnings. Any future exercises of the Public Warrants will be recorded as cash received and recorded in Cash and cash equivalents , with a corresponding offset to Additional paid-in capital in equity. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES Revenues As described in Note 2 - Basis of Presentation and Significant Accounting Policies , BMTX recognizes operating revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers . The following tables present BMTX’s revenues disaggregated by nature of the revenue stream and the pattern or timing of revenue recognition for the twelve months ended December 31, 2021 and 2020. The Company has one reportable segment and all revenues are earned in the U.S. Twelve Months Ended 2021 2020 (amounts in thousands) (As Restated) Revenues: Revenue recognized at point in time: Interchange and card revenue $ 28,078 $ 25,864 Servicing fees from Partner Bank 45,105 22,465 Account fees 10,668 11,308 University fees - disbursement activity 1,401 1,240 Other revenue 5,443 1,480 Total revenue recognized at point in time 90,695 62,357 Revenue recognized over time: University fees - subscriptions 4,292 4,080 Total revenue recognized over time 4,292 4,080 Total revenues $ 94,987 $ 66,437 Deferred Revenue Deferred revenue consists of payments received from customers, most significantly from our Partner Bank, prior to the performance of services. Deferred revenue is recognized over the service period on a straight-line basis or when the contractual performance obligation has been satisfied. The Company classifies deferred revenue on the Consolidated Balance Sheets in Deferred revenue, current and Deferred revenue, non-curren t. The deferred revenue balances were as follows: December 31, 2021 2020 (amounts in thousands) (As Restated) Deferred revenue, beginning of period $ 12,689 $ 1,938 Deferred revenue, end of period $ 15,577 $ 12,689 During the twelve months ended December 31, 2021, the Company recognized revenue of approximately $12.5 million included in deferred revenue at the beginning of the period. During the twelve months ended December 31, 2020, the Company recognized revenue of approximately $0.8 million included in deferred revenue at the beginning of the period. Unbilled Receivables The Company had $2.1 million of unbilled receivables, or amounts recognized as revenue for which invoices have not yet been issued, as of December 31, 2021, and zero as of December 31, 2020. Unbilled receivables are reported in Accounts receivable, net on the Consolidated Balance Sheets . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income tax expense (benefit) were as follows: Twelve Months Ended 2021 2020 (amounts in thousands) (As Restated) Current expense Federal $ 3,945 $ — State 1,807 23 Total current expense $ 5,752 $ 23 Deferred expense (benefit) Federal $ (1,676) $ (3,047) State (1,130) (835) Change in valuation allowance 2,806 3,882 Total deferred expense (benefit) $ — $ — Total income tax expense $ 5,752 $ 23 Effective tax rates differ from the federal statutory rate of 21% due to the following: Twelve months ended December 31, 2021 2020 (As Restated) (amounts in thousands) Amount % of pretax income Amount % of pretax income Federal income tax at statutory rate $ 4,788 21.00 % $ (2,560) 21.00 % State taxes, net of federal benefit 216 1.83 % (580) 4.75 % Change in fair value of warrant liabilities (3,617) (15.87) % — — % Change in valuation allowance 2,806 11.43 % 3,882 (31.84) % Nondeductible compensation 1,532 5.97 % — — % Tax credits — — % (873) 7.16 % Other 27 0.88 % 154 (1.26) % Total $ 5,752 25.24 % $ 23 (0.19) % At December 31, 2021 and 2020, the Company had no ASC 740-10 unrecognized tax benefits. The Company does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months. The Company recognizes interest and penalties on unrecognized tax benefits in Other expense . Realization of deferred tax assets is dependent upon the generation of future taxable income or the existence of sufficient taxable income within the carry back period. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management considered the scheduled reversal of the deferred tax liabilities, the level of historical income, and the projected future taxable income over the periods in which the temporary difference comprising the deferred tax assets will be deductible. Based on its assessment, management determined that a full valuation allowance is necessary at December 31, 2021 and 2020. The deferred tax asset for the basis difference in the acquired assets and corresponding valuation allowance was recorded through equity. There are zero loss or credit carryforwards as of December 31, 2021. As of December 31, 2020, the Company had $55.6 million of federal net operating loss carryforwards, $28.1 million of state net operating loss carryforwards, and $2.7 million of research and development (R&D) credit carryforwards. The merger was treated as a taxable asset acquisition under applicable tax law; as such, the net operating losses and credit carryforwards, including the recorded deferred taxes associated with these tax attributes, were not available to the Company after the merger. The deferred tax attributes as of December 31, 2020 are presented on a separate company return basis, while the Company was a subsidiary of another consolidated group. Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes. The following represents the Company's deferred tax assets and liabilities as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 (amounts in thousands) (As Restated) Deferred tax assets: Net operating losses and credit carryforwards $ — $ 16,431 Deferred income 788 1,226 Section 197 Intangibles 27,581 1,226 Operating lease liability — 296 Equity based compensation 1,521 — Accrued bonuses 125 — Other 24 143 Less: Valuation Allowance (29,662) (13,689) Total deferred tax assets $ 377 $ 5,633 Deferred tax liabilities Depreciation (377) (5,243) Operating lease ROU asset — (318) Other — (72) Total deferred tax liabilities $ (377) $ (5,633) Net deferred tax asset (liability) $ — $ — The Company is subject to income tax examinations by federal, state, and local taxing authorities for tax periods ended after December 31, 2017. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following are the components and results of earnings (loss) per common share calculations for the periods presented: Twelve Months Ended 2021 2020 (amounts in thousands, except per share data) (As Restated) Net income (loss) available to common shareholders - used in calculating basic EPS $ 17,043 $ (12,214) Adjustment for private warrant liability — — Net income (loss) - used in calculating diluted EPS $ 17,043 $ (12,214) Weighted-average common shares outstanding – basic 11,851 6,123 Weighted-average common shares outstanding – diluted 11,939 6,123 Net income (loss) per share - basic $ 1.44 $ (1.99) Net income (loss) per share - diluted $ 1.43 $ (1.99) The following table represents the reconciliation from basic to diluted weighted-average shares outstanding used in the calculation of basic and diluted earnings per share: Twelve Months Ended (amounts in thousands) 2021 2020 Weighted average shares used in computing net income per share of common stock, basic 11,851 6,123 Add: Time-based RSUs 88 — Weighted average shares used in computing net income per share of common stock, diluted 11,939 6,123 For the twelve months ended December 31, 2021, our performance based shares, Public Warrants and Private Warrants were excluded from the computation of diluted weighted average shares outstanding as the necessary conditions had not been achieved for the performance based shares and the average stock price for the period was below the strike price for the warrants. For the twelve months ended December 31, 2021, our performance based and market condition RSUs were also excluded because the vesting is contingent upon the satisfaction of certain conditions which had not been achieved as of December 31, 2021. There were no warrants, performance based shares, or RSUs outstanding as of December 31, 2020. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock: Twelve Months Ended (amounts in thousands) 2021 2020 Performance based shares outstanding 300 — Public Warrants 6,946 — Private Warrants 16,927 — Performance based and market-condition RSUs 348 — Total 24,521 — |
DISCLOSURES ABOUT FAIR VALUE OF
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS BMTX uses fair value measurements to disclose the fair value of its financial instruments. FASB’s ASC 825, Financial Instruments , requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For fair value disclosure purposes, BMTX utilized the fair value measurement criteria under FASB ASC 820, Fair Value Measurements (“ASC 820”). In accordance with ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for BMTX’s financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance provides a consistent definition of fair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. The fair value guidance establishes a fair value hierarchy and describes the following three levels used to classify fair value measurements: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions were used to estimate the fair values of BMTX’s financial instruments as of December 31, 2021 and 2020: Cash and cash equivalents Cash and cash equivalents reported on the Consolidated Balance Sheets consists of non-interest bearing demand deposits, for which carrying value approximates fair value. Accounts receivable, net The carrying amount of accounts receivable approximates fair value because of the short-term nature of these items. Borrowings from Partner Bank In 2019, BMTX entered into a non-negotiable demand promissory note and line of credit agreement with our Partner Bank to borrow up to $50.0 million with interest set at a floating annual rate equal to 12-month LIBOR plus 204 basis points. The balance outstanding as of December 31, 2021 and 2020 were zero and $21.0 million, respectively, with all lines of credit terminated with our Partner Bank as of December 31, 2021. The carrying amount of the borrowings from Partner Bank approximates its fair value due to its floating interest rate and short-term nature. The borrowing from Partner Bank is classified as a Level 2 fair value based upon the lowest level of input that is significant to the fair value measurement. Liability for Private Warrants The fair value of the Private Warrants was estimated using a modified version of the Black-Scholes option pricing model for European calls. We assumed a term for the Private Warrants equal to the contractual term from the merger date and then discounted the resulting value to the valuation date. Among the key inputs and assumptions used in the pricing model at December 31, 2021 were the following: a term of 4 years; volatility of 35%; a dividend yield of zero; an underlying stock price of $9.21; a risk free interest rate of 1.11%; and a closing price of the Public Warrants of $1.87 per share. The warrant liability is classified as a Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. The estimated fair values of BMTX’s financial instruments at December 31, 2021 and December 31, 2020 were as follows: Fair Value Measurements at December 31, 2021 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 25,704 $ 25,704 $ 25,704 $ — $ — Accounts receivable, net 9,161 9,161 9,161 — — Liabilities: Liability for private warrants (1) $ 13,614 $ 13,614 $ — $ — $ 13,614 (1) The initial fair value of the warrants was $30.8 million on January 4, 2021, the merger date. The $17.2 million change in fair value during the twelve months ended December 31, 2021 was reported in Gain on fair value of private warrant liability on the C onsolidated Statements of Income (Loss) . Fair Value Measurements at December 31, 2020 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 2,989 $ 2,989 $ 2,989 $ — $ — Accounts receivable, net 10,033 10,033 10,033 — — Liabilities: Borrowings from Partner Bank $ 21,000 $ 21,000 $ — $ 21,000 $ — |
RELATIONSHIP WITH OUR PARTNER B
RELATIONSHIP WITH OUR PARTNER BANK | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATIONSHIP WITH OUR PARTNER BANK | RELATIONSHIP WITH OUR PARTNER BANK The Company has several relationships with our Partner Bank, Customers Bank, which is a related party of the Company. These relationships are described below. See Note 2 – Basis of Presentation and Significant Accounting Policies – Customer and Vendor Concentrations for additional information. Cash management All of the Company’s cash and cash equivalents are on deposit with our Partner Bank. Debt financing As disclosed within Note 7- Borrowings from Partner Bank , our Partner Bank provided the Company with lines of credit, all of which have been terminated as of December 31, 2021. Servicing fees and interchange income from Partner Bank On January 4, 2021, we entered into a Deposit Processing Services Agreement (the “Deposit Servicing Agreement”) with our Partner Bank, which provided that our Partner Bank would establish and maintain deposit accounts and other banking services in connection with customized products and services offered by us, and we would provide certain other related services in connection with the accounts. The initial Deposit Servicing Agreement term continues until December 31, 2022 and will automatically renew for an additional three year term unless either party gives written notice of non-renewal within 180 days prior to the expiration of the current term. On April 27, 2022, our Partner Bank indicated in a public filing that it will not renew the current Deposit Servicing Agreement with the Company when it expires on December 31, 2022. See Note 15 - Subsequent Events for additional information. Our Partner Bank retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays us a 3% servicing fee based on average monthly deposit balances, subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, plus the difference between Durbin Exempt and Durbin regulated interchange revenue. Transition Services Agreement On January 4, 2021, we entered into a Transition Services Agreement with our Partner Bank, pursuant to which each party agrees for a period of up to twelve months to provide certain transition services listed therein to the other party. A limited number of these transition services were subsequently extended through March 31, 2022. In consideration for the services, we pay our Partner Bank a service fee of $12,500 per month, plus any expenses associated with the services. We may terminate the Transition Services Agreement without penalty with at least 30 days advance written notice if we determine there is no longer a business need for the services. Included within the Transition Services Agreement is a provision for administering the Company’s 401(k) plan for the benefit of Company employees. Effective April 9, 2021, the Customers Bank 401(k) plan became a multi-employer plan, as defined by the U.S. Department of Labor in accordance with the Employee Retirement Income Security Act of 1974, covering both the full-time employees of Customers Bank and the Company. The Company provides a matching contribution equal to 50% of the first 6% of the contributions made by its eligible participating employees. The Company’s employer contributions to the 401(k) plan for the benefit of its employees for the twelve months ended December 31, 2021 and 2020 were $0.7 million, and $0.8 million, respectively. These contributions are reported within Salaries and employee benefits in the Consolidated Statements of Income (Loss) . Other On January 4, 2021, the Company entered into a Software License Agreement with our Partner Bank which provides it with a non-exclusive, non-transferable, royalty-free license to utilize our mobile banking technology for a period up to 10 years. The Software License Agreement is cancellable by our Partner Bank at any time, without notice, and without penalty, and for any reason or no reason at all. To date, our Partner Bank has not utilized the Company’s mobile banking technology and zero consideration has been paid or recognized under the Software License Agreement. On January 4, 2021, the Company entered into a Non-Competition and Non-Solicitation Agreement with our Partner Bank providing that our Partner Bank will not, for a period of 4 years after the closing of the divestiture, directly or indirectly engage in the Company’s business in the territory (both as defined in the Non-Competition Agreement), except for white label digital banking services with previously identified parties and passive investments of no more than 2% of a class of equity interests of a competitor that is publicly traded. Our Partner also agreed not to directly or indirectly hire or solicit any employees of the Company. On November 29, 2021, the Company entered into an agreement with our Partner Bank which terminated the $10.0 million letter of credit. In addition, this agreement also gave the Company the right to any shares that were forfeited as part of the January 4, 2021 Share-Based Compensation Award. During the twelve months ended December 31, 2021, 14,500 forfeited shares were reacquired by the Company from our Partner Bank and 19,000 forfeited shares prior to the execution of the agreement were returned to our Partner Bank. Both the President and Executive Chairman of the Board of our Partner Bank are immediate family members of the Company’s CEO and together with their spouses own less than 5.0% of the Company’s outstanding common stock at December 31, 2021. Positions with our Partner Bank are presented on our Consolidated Balance Sheets within Accounts receivable, net , Deferred revenue, current, and Accounts payable and accrued liabilities . The accounts receivable balances related to our Partner Bank as of December 31, 2021 and 2020 were $5.5 million and $3.1 million, respectively. The deferred revenue balances related to our Partner Bank as of December 31, 2021 and 2020 were $12.7 million and $8.0 million, respectively. The Accounts payable and accrued liabilities balances related to our Partner Bank as of December 31, 2021 and 2020 were $0.4 million and $0.2 million, respectively. The Company recognized $82.3 million and $57.8 million in revenues from our Partner Bank for the twelve months ended December 31, 2021 and 2020, respectively. Of these amounts, $22.9 million and $29.4 million are paid directly by MasterCard or individual account holders to the Company for the twelve months ended December 31, 2021 and 2020, respectively. The Company recognized $0.3 million and $1.4 million of expenses from our Partner Bank for the twelve months ended December 31, 2021 and 2020 , respectively. These amounts are included within the Consolidated Statements of Income (Loss) . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On March 1, 2022, the Company reached an agreement, with settlement on March 11, 2022, to reacquire 1,169,963 Private Warrants at a price of $1.69 per warrant, or a total cost of $2.0 million, from Ms. Sherry Sidhu and Mr. Samvir Sidhu, who are immediate family members of our CEO. The transaction price was established based on the range of market prices during the repurchase conversations and was approved by the Company’s Audit Committee. On April 27, 2022, our current Partner Bank, Customers Bank, which is a related party of the Company, indicated in a public filing that it will not renew the current Deposit Processing Services Agreement (the “Deposit Servicing Agreement”) with the Company when it expires on December 31, 2022. This creates a material uncertainty in regard to the Company’s financial condition, liquidity, and future results of operations. The Company is considering multiple strategic alternatives in the event the Deposit Servicing Agreement is not renewed, including internalizing services upon closing of the previously announced merger with First Sound Bank, partnering with other banks, utilizing a brokered deposit model, or entering into discussions with our current Partner Bank about a new Deposit Servicing Agreement after December 31, 2022 at then current market rates and conditions. Management believes its cash position as of May 10, 2022, and expected cash flow from operations through December 31, 2022, will allow the Company to meet its obligations as they come due through May 10, 2023, or twelve months from the date the consolidated financial statements included in this report are issued. Should additional liquidity be necessary, the Company could consider equity or debt financing, but there are no assurances that additional capital would be available or on terms that are acceptable to us. The Company’s inability to execute on any of the aforementioned alternatives could have a material adverse effect on the Company’s results of future operations, financial position, and liquidity. |
RESTATEMENT AND REVISION OF PRE
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Subsequent to filing the Company’s audited consolidated financial statements for the twelve months ended December 31, 2020, included in the Company’s Current Report filed on Form 8-K/A on March 31, 2021, and the Company’s unaudited consolidated financial statements for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021, as reported in the Company’s Quarterly Reports on Form 10-Q filed on May 24, 2021, August 16, 2021, and November 15, 2021, respectively, the Company determined that certain of the amounts in the Company's previously reported consolidated financial statements and accompanying footnote disclosures contained misstatements. See Note 2 - Correction of Errors in Previously Issued Consolidated Financial Statements for additional information. In accordance with SAB No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated these misstatements, and based upon an analysis of quantitative and qualitative factors, determined that the impact of these misstatements was material to its reporting periods ended December 31, 2020, three-months ended March 31, 2021, three- and six- months ended June 30, 2021, and three- and nine- months ended September 30, 2021 consolidated financial statements, and a restatement of the previously reported consolidated financial statements was required. The effects of the restatement of the previously reported Consolidated Balance Sheets are presented below: As of December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 2,989 $ — $ 2,989 Accounts receivable, net 1,2 7,384 2,649 10,033 Prepaid expenses and other current assets 2,348 — 2,348 Total current assets 12,721 2,649 15,370 Premises and equipment, net 401 — 401 Developed software, net 39,657 — 39,657 Goodwill 5,259 — 5,259 Other intangibles, net 5,070 — 5,070 Other assets 853 — 853 Total assets $ 63,961 $ 2,649 $ 66,610 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1 $ 7,346 $ 175 $ 7,521 Taxes payable — — — Payable to Partner Bank 1 5,105 (5,105) — Borrowings from Partner Bank 21,000 — 21,000 Current portion of operating lease liabilities 701 — 701 Deferred revenue, current 1 2,588 8,000 10,588 Total current liabilities 36,740 3,070 39,810 Non-current liabilities: Operating lease liabilities 430 — 430 Deferred revenue, non-current 2,101 — 2,101 Liability for private warrants — — — Total liabilities $ 39,271 $ 3,070 $ 42,341 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 64,017 — 64,017 Accumulated deficit 2 (39,328) (421) (39,749) Total shareholders’ equity $ 24,690 $ (421) $ 24,269 Total liabilities and shareholders’ equity $ 63,961 $ 2,649 $ 66,610 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate the previously reported out of period adjustments in the correct period. As of March 31, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 17,379 $ — $ 17,379 Accounts receivable, net 1,3 5,616 5,658 11,274 Prepaid expenses and other current assets 5,032 — 5,032 Total current assets 28,027 5,658 33,685 Premises and equipment, net 345 — 345 Developed software, net 36,952 — 36,952 Goodwill 5,259 — 5,259 Other intangibles, net 4,990 — 4,990 Other assets 942 — 942 Total assets $ 76,515 $ 5,658 $ 82,173 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 9,998 $ 3,989 $ 13,987 Taxes payable 3 1,793 (114) 1,679 Payable to Partner Bank 1 9,000 (9,000) — Borrowings from Partner Bank 5,427 — 5,427 Current portion of operating lease liabilities 714 — 714 Deferred revenue, current 1 3,134 10,900 14,034 Total current liabilities 30,066 5,775 35,841 Non-current liabilities: Operating lease liabilities 235 — 235 Deferred revenue, non-current 1,490 — 1,490 Liability for private warrants 15,836 — 15,836 Total liabilities $ 47,627 $ 5,775 $ 53,402 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,326 3,134 52,460 Accumulated deficit 2,3 (20,439) (3,251) (23,690) Total shareholders’ equity $ 28,888 $ (117) $ 28,771 Total liabilities and shareholders’ equity $ 76,515 $ 5,658 $ 82,173 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. As of June 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 19,589 $ — $ 19,589 Accounts receivable, net 1,3 8,257 3,301 11,558 Prepaid expenses and other current assets 1,786 — 1,786 Total current assets 29,632 3,301 32,933 Premises and equipment, net 349 — 349 Developed software, net 34,155 — 34,155 Goodwill 5,259 — 5,259 Other intangibles, net 4,910 — 4,910 Other assets 740 — 740 Total assets $ 75,045 $ 3,301 $ 78,346 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 13,617 $ 31 $ 13,648 Taxes payable 3 1,317 319 1,636 Payable to Partner Bank 1 7,117 (7,117) — Borrowings from Partner Bank — — — Current portion of operating lease liabilities 719 — 719 Deferred revenue, current 1 4,763 10,750 15,513 Total current liabilities 27,533 3,983 31,516 Non-current liabilities: Operating lease liabilities 55 — 55 Deferred revenue, non-current 1,512 — 1,512 Liability for private warrants 18,893 — 18,893 Total liabilities $ 47,993 $ 3,983 $ 51,976 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,326 5,523 54,849 Accumulated deficit 2,3 (22,275) (6,205) (28,480) Total shareholders’ equity $ 27,052 $ (682) $ 26,370 Total liabilities and shareholders’ equity $ 75,045 $ 3,301 $ 78,346 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. As of September 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 20,407 $ — $ 20,407 Accounts receivable, net 1,3 4,498 5,338 9,836 Prepaid expenses and other current assets 2,046 — 2,046 Total current assets 26,951 5,338 32,289 Premises and equipment, net 305 — 305 Developed software, net 31,691 — 31,691 Goodwill 5,259 — 5,259 Other intangibles, net 4,830 — 4,830 Other assets 840 — 840 Total assets $ 69,876 $ 5,338 $ 75,214 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 8,225 $ (45) $ 8,180 Taxes payable 3 863 240 1,103 Payable to Partner Bank 1 6,914 (6,914) — Borrowings from Partner Bank — — — Current portion of operating lease liabilities 596 — 596 Deferred revenue, current 1 4,306 12,000 16,306 Total current liabilities 20,904 5,281 26,185 Non-current liabilities: Operating lease liabilities — — — Deferred revenue, non-current 223 — 223 Liability for private warrants 12,850 — 12,850 Total liabilities $ 33,977 $ 5,281 $ 39,258 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,379 7,932 57,311 Accumulated deficit 2,3 (13,481) (7,875) (21,356) Total shareholders’ equity $ 35,899 $ 57 $ 35,956 Total liabilities and shareholders’ equity $ 69,876 $ 5,338 $ 75,214 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. The effect of the restatement of the previously reported Consolidated Statements of Income (Loss) is presented below: Twelve-months ended December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 1 $ 26,285 $ (421) $ 25,864 Servicing fees from Partner Bank 22,465 — 22,465 Account fees 11,308 — 11,308 University fees 5,320 — 5,320 Other revenue 1,480 — 1,480 Total operating revenues 66,858 (421) 66,437 Operating expenses: Technology, communication, and processing 27,404 — 27,404 Salaries and employee benefits 26,076 — 26,076 Professional services 9,304 — 9,304 Provision for operating losses 5,170 — 5,170 Occupancy 1,428 — 1,428 Customer related supplies 2 3,236 — 3,236 Advertising and promotion 941 — 941 Merger and acquisition related expenses 739 — 739 Other expense 2 2,935 — 2,935 Total operating expenses 77,233 — 77,233 Income (loss) from operations (10,375) (421) (10,796) Non-operating income and expense: Gain (loss) on fair value of private warrant liability — — — Interest expense (1,395) — (1,395) Income (loss) before income tax expense (11,770) (421) (12,191) Income tax expense 23 — 23 Net Income (Loss) (11,793) (421) (12,214) Weighted average number of shares outstanding - basic 6,123 — 6,123 Weighted average number of shares outstanding - diluted 6,123 — 6,123 Net Income (loss) per share - basic $ (1.93) $ (0.06) $ (1.99) Net Income (loss) per share - diluted $ (1.93) $ (0.06) $ (1.99) 1 In order to restate the previously reported out of period adjustments in the correct period. 2 Adjusted to present the effect of the reclassification of Customer related supplies expenses as described in Note 2 - Basis of Presentation and Significant Accounting Policies , subsection Prior Period Reclassifications. Three-months ended March 31, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 8,351 $ (107) $ 8,244 Servicing fees from Partner Bank 9,372 — 9,372 Account fees 2,686 — 2,686 University fees 1,324 — 1,324 Other revenue 2,650 — 2,650 Total operating revenues 24,383 (107) 24,276 Operating expenses: Technology, communication, and processing 2 8,652 (297) 8,355 Salaries and employee benefits 1 5,423 3,134 8,557 Professional services 1,737 — 1,737 Provision for operating losses 1,329 — 1,329 Occupancy 352 — 352 Customer related supplies 475 — 475 Advertising and promotion 191 — 191 Merger and acquisition related expenses — — — Other expense 457 — 457 Total operating expenses 18,616 2,837 21,453 Income (loss) from operations 5,767 (2,944) 2,823 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 15,003 — 15,003 Interest expense (54) — (54) Income (loss) before income tax expense 20,716 (2,944) 17,772 Income tax expense 2 1,827 (114) 1,713 Net Income (Loss) 18,889 (2,830) 16,059 Weighted average number of shares outstanding - basic 11,900 (202) 11,698 Weighted average number of shares outstanding - diluted 15,512 (187) 15,325 Net Income (loss) per share - basic $ 1.59 $ (0.22) $ 1.37 Net Income (loss) per share - diluted $ 0.25 $ (0.18) $ 0.07 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended June 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 7,186 $ (429) $ 6,757 Servicing fees from Partner Bank 10,579 — 10,579 Account fees 2,641 — 2,641 University fees 1,331 — 1,331 Other revenue 1,156 — 1,156 Total operating revenues 22,893 (429) 22,464 Operating expenses: Technology, communication, and processing 2 8,924 (297) 8,627 Salaries and employee benefits 1 7,170 2,389 9,559 Professional services 2,126 — 2,126 Provision for operating losses 1,401 — 1,401 Occupancy 284 — 284 Customer related supplies 186 — 186 Advertising and promotion 125 — 125 Merger and acquisition related expenses — — — Other expense 466 — 466 Total operating expenses 20,682 2,092 22,774 Income (loss) from operations 2,211 (2,521) (310) Non-operating income and expense: Gain (loss) on fair value of private warrant liability (3,056) — (3,056) Interest expense (42) — (42) Income (loss) before income tax expense (887) (2,521) (3,408) Income tax expense 2 949 433 1,382 Net Income (Loss) (1,836) (2,954) (4,790) Weighted average number of shares outstanding - basic 11,900 — 11,900 Weighted average number of shares outstanding - diluted 11,900 — 11,900 Net Income (loss) per share - basic $ (0.15) $ (0.25) $ (0.40) Net Income (loss) per share - diluted $ (0.15) $ (0.25) $ (0.40) 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Six-months ended June 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 15,537 $ (536) $ 15,001 Servicing fees from Partner Bank 19,951 — 19,951 Account fees 5,327 — 5,327 University fees 2,655 — 2,655 Other revenue 3,806 — 3,806 Total operating revenues 47,276 (536) 46,740 Operating expenses: Technology, communication, and processing 2 17,576 (594) 16,982 Salaries and employee benefits 1 12,593 5,523 18,116 Professional services 3,863 — 3,863 Provision for operating losses 2,730 — 2,730 Occupancy 636 — 636 Customer related supplies 661 — 661 Advertising and promotion 316 — 316 Merger and acquisition related expenses — — — Other expense 923 — 923 Total operating expenses 39,298 4,929 44,227 Income (loss) from operations 7,978 (5,465) 2,513 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 11,947 — 11,947 Interest expense (96) — (96) Income (loss) before income tax expense 19,829 (5,465) 14,364 Income tax expense 2 2,776 319 3,095 Net Income (Loss) 17,053 (5,784) 11,269 Weighted average number of shares outstanding - basic 11,900 (100) 11,800 Weighted average number of shares outstanding - diluted 13,314 477 13,791 Net Income (loss) per share - basic $ 1.43 $ (0.47) $ 0.96 Net Income (loss) per share - diluted $ 0.38 $ (0.43) $ (0.05) 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended September 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 5,572 $ 957 $ 6,529 Servicing fees from Partner Bank 11,823 — 11,823 Account fees 2,628 — 2,628 University fees 1,474 — 1,474 Other revenue 477 — 477 Total operating revenues 21,974 957 22,931 Operating expenses: Technology, communication, and processing 2 4,596 297 4,893 Salaries and employee benefits 1 6,728 2,409 9,137 Professional services 3,496 — 3,496 Provision for operating losses 1,067 — 1,067 Occupancy 282 — 282 Customer related supplies 1,017 — 1,017 Advertising and promotion 176 — 176 Merger and acquisition related expenses — — — Other expense 614 — 614 Total operating expenses 17,976 2,706 20,682 Income (loss) from operations 3,998 (1,749) 2,249 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 6,042 — 6,042 Interest expense — — — Income (loss) before income tax expense 10,040 (1,749) 8,291 Income tax expense 2 1,246 (79) 1,167 Net Income (Loss) 8,794 (1,670) 7,124 Weighted average number of shares outstanding - basic 11,900 — 11,900 Weighted average number of shares outstanding - diluted 11,904 — 11,904 Net Income (loss) per share - basic $ 0.74 $ (0.14) $ 0.60 Net Income (loss) per share - diluted $ 0.74 $ (0.14) $ 0.60 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Nine-months ended September 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 21,109 $ 421 $ 21,530 Servicing fees from Partner Bank 31,774 — 31,774 Account fees 7,955 — 7,955 University fees 4,129 — 4,129 Other revenue 4,283 — 4,283 Total operating revenues 69,250 421 69,671 Operating expenses: Technology, communication, and processing 2 22,172 (297) 21,875 Salaries and employee benefits 1 19,321 7,932 27,253 Professional services 7,359 — 7,359 Provision for operating losses 3,797 — 3,797 Occupancy 918 — 918 Customer related supplies 1,678 — 1,678 Advertising and promotion 492 — 492 Merger and acquisition related expenses — — — Other expense 1,537 — 1,537 Total operating expenses 57,274 7,635 64,909 Income (loss) from operations 11,976 (7,214) 4,762 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 17,989 — 17,989 Interest expense (96) — (96) Income (loss) before income tax expense 29,869 (7,214) 22,655 Income tax expense 2 4,022 240 4,262 Net Income (Loss) 25,847 (7,454) 18,393 Weighted average number of shares outstanding - basic 11,534 300 11,834 Weighted average number of shares outstanding - diluted 12,059 300 12,359 Net Income (loss) per share - basic $ 2.24 $ (0.69) $ 1.55 Net Income (loss) per share - diluted $ 0.65 $ (0.62) $ 0.03 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. The effect of the restatement of the previously reported Consolidated Statements of Changes in Shareholders’ Equity is presented in the tables below: As Previously Reported Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 6,123,432 $ 1 $ 62,164 $ (27,535) $ 34,630 Net loss — — — (11,793) (11,793) Capital contribution from Partner Bank — — 1,385 — 1,385 Share-based compensation expense 1 — — 468 — 468 Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,328) $ 24,690 Net income — — — 18,889 18,889 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 6,076,946 — 16,148 — 16,148 Balance at March 31, 2021 12,200,378 $ 1 $ 49,326 $ (20,439) $ 28,888 Net loss — — — (1,836) (1,836) Balance at June 30, 2021 12,200,378 $ 1 $ 49,326 $ (22,275) $ 27,052 Net income — — — 8,794 8,794 Issuance of common stock as compensation 6,000 — 53 — 53 Balance at September 30, 2021 12,206,378 $ 1 $ 49,379 $ (13,481) $ 35,899 1 Adjusted to present the effect of the reclassification of share-based compensation expenses as described in Note 2 - Basis of Presentation and Significant Accounting Policies , subsection Prior Period Reclassifications. Restatement Adjustments Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 — $ — $ — $ — $ — Net loss 2 — — — (421) (421) Capital contribution from Partner Bank — — — — — Share-based compensation expense — — — — — Balance at December 31, 2020 — $ — $ — $ (421) $ (421) Net income 1,2 — — — (2,830) (2,830) Valuation of private warrants — — — — — Recapitalization transaction 1 (1,317,035) — — — — Issuance of common stock as compensation 1 1,317,035 — 2,323 — 2,323 Share-based compensation expense 1 — — 811 — 811 Balance at March 31, 2021 — $ — $ 3,134 $ (3,251) $ (117) Net loss 1,2 — — — (2,954) (2,954) Issuance of common stock as compensation 1 — — 2,389 — 2,389 Balance at June 30, 2021 — $ — $ 5,523 $ (6,205) $ (682) Net income 1,2 — — — (1,670) (1,670) Issuance of common stock as compensation 1 — — 2,409 — 2,409 Balance at September 30, 2021 — $ — $ 7,932 $ (7,875) $ 57 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. As Restated Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 6,123,432 $ 1 $ 62,164 $ (27,535) $ 34,630 Net loss — — — (12,214) (12,214) Capital contribution from Partner Bank — — 1,385 — 1,385 Share-based compensation expense — — 468 — 468 Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,749) $ 24,269 Net income — — — 16,059 16,059 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 4,759,911 — 16,148 — 16,148 Issuance of common stock as compensation 1,317,035 — 2,323 — 2,323 Share-based compensation expense — — 811 — 811 Balance at March 31, 2021 12,200,378 $ 1 $ 52,460 $ (23,690) $ 28,771 Net loss — — — (4,790) (4,790) Issuance of common stock as compensation — — 2,389 — 2,389 Balance at June 30, 2021 12,200,378 $ 1 $ 54,849 $ (28,480) $ 26,370 Net income — — — 7,124 7,124 Issuance of common stock as compensation 6,000 — 2,462 — 2,462 Balance at September 30, 2021 12,206,378 $ 1 $ 57,311 $ (21,356) $ 35,956 The effect of the restatement of the previously reported Consolidated Statements of Cash Flows is presented below: Twelve-months ended December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2 $ (11,793) $ (421) $ (12,214) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 310 — 310 Amortization of developed software 11,047 — 11,047 Amortization of other intangible assets 664 — 664 Amortization of leased assets 1,253 — 1,253 Impairment of software asset 3,721 — 3,721 Share-based compensation expense 468 — 468 Gain on fair value of private warrant liability — — — Changes in operating assets and liabilities: Accounts receivable, net 1,2 3,106 (1,800) 1,306 Prepaid expenses and other current assets 6,456 — 6,456 Receivable from Partner Bank 1 849 (849) — Other assets 372 — 372 Accounts payable and accrued liabilities 1 (3,747) 175 (3,572) Payable to Partner Bank 1 5,105 (5,105) — Taxes payable — — — Operating lease liabilities (1,406) — (1,406) Deferred revenue 1 2,751 8,000 10,751 Other liabilities (3,118) — (3,118) Net Cash Provided by Operating Activities 16,038 — 16,038 Cash Flows from Investing Activities: Purchase or development of internal use software (3,947) — (3,947) Purchases of premises and equipment (73) — (73) Net Cash Used in Investing Activities (4,020) — (4,020) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (19,000) — (19,000) Capital contribution from Partner Bank 1,385 — 1,385 Recapitalization transaction — — — Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (17,615) — (17,615) Net Increase (Decrease) in Cash and Cash Equivalents (5,597) — (5,597) Cash and Cash Equivalents – Beginning 8,586 — 8,586 Cash and Cash Equivalents – Ending $ 2,989 $ — $ 2,989 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ — $ — $ — Interest paid $ — $ — $ — Noncash Operating, Investing and Financing Activities: Share-based compensation expense recorded as capital contribution from Partner Bank $ 468 $ — $ 468 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended March 31, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 18,889 $ (2,830) $ 16,059 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 56 — 56 Amortization of developed software 2,823 — 2,823 Amortization of other intangible assets 80 — 80 Amortization of leased assets 282 — 282 Impairment of software asset — — — Share-based compensation expense 2 5 3,134 3,139 Gain on fair value of private warrant liability (15,003) — (15,003) Changes in operating assets and liabilities: Accounts receivable, net 1,3 1,768 (3,009) (1,241) Prepaid expenses and other current assets (2,683) — (2,683) Receivable from Partner Bank — — — Other assets (372) — (372) Accounts payable and accrued liabilities 1,3 3,923 (1,876) 2,047 Payable to Partner Bank 1 — — — Taxes payable 3 — 1,679 1,679 Operating lease liabilities (182) — (182) Deferred revenue 1 (67) 2,902 2,835 Other liabilities — — — Net Cash Provided by Operating Activities 9,519 — 9,519 Cash Flows from Investing Activities: Purchase or development of internal use software (117) — (117) Purchases of premises and equipment — — — Net Cash Used in Investing Activities (117) — (117) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (15,572) — (15,572) Capital contribution from Partner Bank — — — Recapitalization transaction 20,560 — 20,560 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities 4,988 — 4,988 Net Increase (Decrease) in Cash and Cash Equivalents 14,390 — 14,390 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 17,379 $ — $ 17,379 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ — $ — $ — Interest paid $ 119 $ — $ 119 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. Six-months ended June 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 17,053 $ (5,784) $ 11,269 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 103 — 103 Amortization of developed software 5,645 — 5,645 Amortization of other intangible assets 160 — 160 Amortization of leased assets 368 — 368 Impairment of software asset — — — Share-based compensation expense 2 13 5,523 5,536 Gain on fair value of private warrant liability (11,947) — (11,947) Changes in operating assets and liabilities: Accounts receivable, net 1,3 (873) (652) (1,525) Prepaid expenses and other current assets 562 — 562 Receivable from Partner Bank — — — Other assets (354) — (354) Accounts payable and accrued liabilities 1,3 5,618 (144) 5,474 Payable to Partner Bank 1 2,012 (2,012) — Taxes payable 3 1,317 319 1,636 Operating lease liabilities (357) — (357) Deferred revenue 1 1,586 2,750 4,336 Other liabilities — — — Net Cash Provided by Operating Activities 20,906 — 20,906 Cash Flows from Investing Activities: Purchase or development of internal use software (143) — (143) Purchases of premises and equipment (51) — (51) Net Cash Used in Investing Activities (194) — (194) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (21,000) — (21,000) Capital contribution from Partner Bank — — — Recapitalization transaction 16,888 — 16,888 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (4,112) — (4,112) Net Increase (Decrease) in Cash and Cash Equivalents 16,600 — 16,600 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 19,589 $ — $ 19,589 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ 1,424 $ — $ 1,424 Interest paid $ 178 $ — $ 178 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. Nine-months ended September 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 25,847 $ (7,454) $ 18,393 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 147 — 147 Amortization of developed software 8,467 — 8,467 Amortization of other intangible assets 240 — 240 Amortization of leased assets 644 — 644 Impairment of software asset — — — Share-based compensation expense 2 87 7,932 8,019 Gain on fair value of private warrant liability (17,989) — (17,989) Changes in operating assets and liabilities: Accounts receivable, net 1,3 2,886 (2,689) 197 Prepaid expenses and other current assets 302 — 302 Receivable from Partner Bank — — — Other assets (631) — (631) Accounts payable and accrued liabilities 1,3 105 (220) (115) Payable to Partner Bank 1 1,809 (1,809) — Taxes payable 3 863 240 1,103 Operating lease liabilities (535) — (535) Deferred revenue 1 (160) 4,000 3,840 Other liabilities — — — Net Cash Provided by Operating Activities 22,082 — 22,082 Cash Flows from Investing Activities: Purchase or development of internal use software (501) — (501) Purchases of premises and equipment (51) — (51) Net Cash Used in Investing Activities (552) — (552) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (21,000) — (21,000) Capital contribution from Partner Bank — — — Recapitalization transaction 16,888 — 16,888 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (4,112) — (4,112) Net Increase (Decrease) in Cash and Cash Equivalents 17,418 — 17,418 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 20,407 $ — $ 20,407 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ 3,124 $ — $ 3,124 Interest paid $ 178 $ — $ 178 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidation Policy | Consolidation PolicyThese consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reportable Segments | Segment Reporting The Company conducts its operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM, Luvleen Sidhu, our CEO, uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for the Company as a whole. |
Customer and Vendor Concentrations | Customer and Vendor Concentrations At December 31, 2021 and December 31, 2020, our Partner Bank accounted for 61% and 31% (As Restated) of our total Accounts receivable, net , respectively. At December 31, 2021 and December 31, 2020, a BaaS partner accounted for 13% and 46% (As Restated) of our total Accounts receivable, net , respectively. MasterCard accounted for 17% (As Restated) of our total Accounts receivable, net at both December 31, 2021 and December 31, 2020. For the twelve months ended December 31, 2021 and 2020, our Partner Bank, through a Deposit Processing Services Agreement, accounted for 87% and 86% of our Total operating revenues , respectively. See Note 14 – Relationship with our Partner Bank for additional information. Certain of these revenues are paid directly by MasterCard or individual account holders to the Company. On April 27, 2022, our Partner Bank indicated in a public filing that it will not renew the current Deposit Processing Services Agreement with the Company when it expires on December 31, 2022. See Note 15 - Subsequent Events for additional information. For the twelve months ended December 31, 2021 and 2020, there is one vendor that accounted for 12% and 18% of our Total operating expenses , respectively. |
Use of Estimates | Use of Estimates These financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of BMTX for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include valuation of deferred tax assets, valuation of the private warrants, goodwill, and intangible asset impairment analysis. Actual results could differ from those estimates. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. $2.4 million of expense for mailing and shipping costs that was previously included in Other expense is now included in Customer related supplies . In addition, $0.5 million of share-based compensation was previously disclosed as a component of Capital contribution from Customers Bank on the Consolidated Statements of Shareholders’ Equity, but is now disclosed as a separate financial statement line item entitled Share-based compensation expense. |
Business Combinations | Business Combinations Business combinations are accounted for by applying the acquisition method in accordance with FASB ASC 805, Business Combinations . Under the acquisition method, identifiable assets acquired and liabilities assumed are measured at their fair values as of the date of acquisition, and are recognized separately from goodwill. Results of operations of the acquired entity are included in the statement of income from the date of acquisition. BMTX recognizes goodwill when the acquisition price exceeds the estimated fair value of the net assets acquired. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash is maintained at our Partner Bank, with a large majority of our cash balances at December 31, 2021 exceeding the Federal Deposit Insurance Corporation (“FDIC”)’s $250,000 insured limit per account. We have not experienced losses on cash balances exceeding the federally insured limits, but there can be no assurance that we will not experience such losses in the future. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily relate to billings for deposit processing services provided to our Partner Bank in addition to reimbursements to be received from a BaaS partner, as described in collaborative arrangements below, MasterCard incentive income, and uncollected university subscription and disbursement services fees. These amounts are recorded at face amounts less an allowance for doubtful accounts. Management evaluates accounts receivable and establishes the allowance for doubtful accounts based on historical experience, analysis of past due accounts and other current available information. Accounts receivable deemed to be uncollectible are individually identified and are charged-off against the allowance for doubtful accounts. |
Premises and Equipment | Premises and Equipment Premises and equipment are recorded at cost less accumulated depreciation. Depreciation is charged to operations on a straight-line basis over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease period, if shorter. Upon disposal or retirement of property and equipment, cost and related accumulated depreciation are removed from the accounts. Gains and losses from dispositions are credited or charged to operations. Expenditures for ordinary maintenance and repairs are charged to expense. Additions or betterments to property and equipment are capitalized at cost. |
Developed Software | Developed Software Developed software includes internally developed software and developed software acquired in the Higher One Disbursement business acquisition. Internally developed software and related capitalized work-in-process costs relate to the development of digital banking platforms to connect BaaS banking customers to partner banks. BMTX capitalizes certain internal and external costs incurred to develop internal-use software during the application development stage. BMTX also capitalizes the cost of specified upgrades and enhancements to internal-use software that result in additional functionality. Once a development project is substantially complete and the software is ready for its intended use, BMTX begins amortizing these costs on a straight-line basis over the internal-use software’s estimated useful life, which range from three The Higher One Disbursement business developed software is related to the Disbursement business services to colleges and universities and delivering services to students. The Higher One Disbursement business developed software was recorded at the amount determined by a third-party valuation expert and was estimated based on expected revenue attributable to the software utilizing a discounted cash flow methodology, giving consideration to potential obsolescence. The estimated useful life of the Higher One Disbursement business developed software is 10 years. The Company reviews the carrying value of developed software for impairment by measuring the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. If the Company determines that the carrying amount is impaired, the asset is written down to fair value. Fair value is determined based on discounted cash flows or management’s estimates, depending on the nature of the assets. There was $0.2 million and $3.7 million of impairment recognized for the twelve months ended December 31, 2021 and 2020, respectively. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill represents the excess of the purchase price over the identifiable net assets of businesses acquired through business combinations accounted for under the acquisition method. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as university relationships, are subject to impairment testing. Intangible assets are amortized on a straight-line basis over a period of twenty years. Goodwill is reviewed for impairment annually as of October 31 and between annual tests when events and circumstances indicate that impairment may have occurred. The goodwill impairment charge represents the amount by which the reporting unit’s carrying amount exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. BMTX applies a qualitative assessment to determine if the one-step quantitative impairment test is necessary. Other intangibles subject to amortization are reviewed for impairment under FASB ASC 360, Property, Plant and Equipment , which requires that a long-lived asset or asset group be tested for recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. |
Leases | Leases BMTX enters into lease agreements primarily for the use of office space, all of which are classified as operating leases. At lease commencement date, BMTX recognizes right-of-use (“ROU”) assets and lease liabilities measured at the present value of lease payments over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease expense for rental payments are recognized on a straight-line basis over the lease term and are included in Occupancy expense. In addition to rent, BMTX pays taxes and maintenance expenses, including an annual increase in operating expenses over the initial year’s expenses under certain leases as variable lease payments. |
Public And Private Warrants | Public & Private Warrants The Company has Public and Private Warrants outstanding as a result of the merger transaction which occurred on January 4, 2021. Each warrant entitles the registered holder to purchase one whole share of common stock at a price of $11.50 a share. The warrants expire January 4, 2026, or earlier upon redemption or liquidation and the Company has redemption rights if our common stock trades above $24.00 for 20 out of 30 days. The Private Warrants are identical to the Public Warrants except that the Private Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor and certain others. The Private Warrants and the Public Warrants are treated differently for accounting purposes. In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Private Warrants are accounted for as liabilities and will be marked-to-market each reporting period with the change recognized in earnings. In general, under the mark-to-market accounting model, as the Company’s stock price increases, the warrant liability increases, and the Company recognizes additional expense in its Consolidated Statements of Income (Loss) – the opposite when the stock price declines. Accordingly, the periodic revaluation of the Private Warrants could result in significant volatility in our reported earnings. For the twelve months ended December 31, 2021, the Company recognized a gain of $17.2 million. The amounts recognized are a mark-to-market accounting determination and are non-cash. In accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, the Public Warrants are treated as equity instruments. Accordingly, the Public Warrants are not marked-to-market each reporting period, thus there is no impact to earnings. Any future exercises of the Public Warrants will be recorded as cash received and recorded in Cash and cash equivalents , with a corresponding offset to Additional paid-in capital in equity. |
Income Taxes | Income Taxes BMTX accounts for income taxes under the liability method of accounting for income taxes. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. BMTX determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. A tax position is recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the term upon examination includes resolution of the related appeals or litigation process. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. In assessing the realizability of federal or state deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and prudent, feasible and permissible as well as available tax planning strategies in making this assessment. |
Loss Contingencies | Loss Contingencies In the ordinary course of business, the Company is regularly subject to various claims, suits, regulatory inquiries and investigations. The Company records a liability for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable, and the loss can be reasonably estimated. Management has also identified certain other legal matters where they believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. |
Revenue Recognition and Deferred Revenue | Deferred Revenue Deferred revenue consists of payments received from customers, most significantly from our Partner Bank, prior to the performance of services. Deferred revenue is recognized over the service period on a straight-line basis or when the contractual performance obligation has been satisfied. The Company classifies deferred revenue on the Consolidated Balance Sheets in Deferred revenue, current and Deferred revenue, non-curren t. Revenue Recognition BMTX’s revenues from interchange and card revenue, servicing fees from Partner Bank, account fees, and university fees are within the scope of FASB ASC 606, Revenue from Contracts with Customers . The Company recognizes revenue in accordance with ASC 606 when the performance obligations related to the transfer of services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which the Company expects to be entitled to in exchange for transferring services to a customer. The Company’s customer contracts do not contain terms that require significant judgment to determine the variability impacting the transaction price. A performance obligation is deemed satisfied when the control over services is transferred to the customer. Control is transferred to a customer either at a point in time or over time. To determine when control is transferred at a point in time, the Company considers indicators, including but not limited to the right to payment, transfer of significant risk and rewards of ownership, and acceptance by the customer. When control is transferred over a period of time, the output method is used to measure progress for the transfer. The measure of progress used to assess completion of the performance obligation is based on time over the period of service. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. The Company determined that it is the agent in contracts for interchange and card revenue, and presents these revenues net of related expenses under ASC 606. Interchange and card revenue Interchange fees are earned whenever debit cards serviced by BMTX are processed through card payment networks. Interchange fees are recognized concurrent with the processing of the card transaction. Card revenue includes foreign ATM fees and MasterCard incentive income. ATM fees are recognized when the fee is deducted from the serviced account; MasterCard incentive income is primarily tied to debit spend volume and is recognized concurrent with spend. Servicing fees from Partner Bank BMTX sources and services deposit accounts for our Partner Bank and in exchange is paid servicing fees. Servicing fees and terms are established by individually negotiated contractual agreements. A fixed rate is applied to the daily average deposit balances. In all periods, servicing fees are recognized monthly based on average daily balances. Account fees BMTX earns account fees on BMTX serviced deposit accounts for transaction-based, account maintenance services. Account maintenance fees, which relate primarily to monthly maintenance fees for BMTX serviced accounts that do not meet minimum deposit balance requirements, are earned on a monthly basis representing the period over which BMTX satisfies its performance obligation. Transaction-based fees, which include services such as wire transfer fees, card replacement, and cash deposit via Green Dot network fees, are recognized at the time the transaction is executed. Service charges on deposit accounts are withdrawn from the depositor’s account balance. University fees BMTX earns university fees from higher education clients in exchange for financial aid and other student refund disbursement services provided. BMTX facilitates the distribution of financial aid and other refunds to students, while simultaneously enhancing the ability of the higher education institutions to comply with the federal regulations applicable to financial aid transactions. For these services, higher education institution clients are charged an annual subscription fee and/or per-transaction fee (e.g., check issuance, new card, card replacement fees) for certain transactions. The annual subscription fee is recognized ratably over the period of service using the output method and the transaction fees are recognized when the transaction is completed. BMTX typically enters into long-term (generally three or five-year initial term) contracts with higher education institutions to provide these refund management disbursement services. |
Advertising and Promotion | Advertising and Promotion Advertising and promotion costs are expensed as incurred. |
Collaborative Arrangements | Collaborative Arrangements In the normal course of business, BMTX may enter into collaborative arrangements primarily to develop and commercialize banking products to its partners’ customers. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity where both BMTX and the collaborating BaaS partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Collaborative activities typically include research and development, technology, product development, marketing, and day-to-day operations of the banking product. These agreements create contractual rights and do not represent an entity in which we have an equity interest. BMTX accounts for its rights and obligations under the specific requirements of the contracts. These arrangements often require the sharing of revenue and expense. BMTX’s expenses incurred pursuant to these arrangements are reported net of any payments due to or amounts due from BMTX’s BaaS partners, which are recognized at the time the BaaS partner becomes obligated to pay. For the twelve months ended December 31, 2021 and 2020, BMTX recognized proceeds of $15.7 million and $19.7 million (As Restated), respectively, from collaborative arrangements. These proceeds include $5.3 million and $3.5 million (As Restated), respectively, in revenues, primarily recorded in Other revenue and Interchange and card revenue on the Consolidated Statements of Income (Loss) and $10.4 million and $16.2 million (As Restated), respectively, in expense reimbursements, primarily recorded in Salaries and employee benefits and Professional services on the Consolidated Statements of Income (Loss) . |
Share Based Compensation Expense | Share-Based Compensation Expense The Company uses share-based compensation, including stock, restricted stock units and performance stock units, to provide long-term performance incentives for its employees and directors. Share-based compensation is recognized on a straight-line basis over the requisite service period of the award based on their grant-date fair value for time-based awards. Compensation related to performance-based awards are recognized over the period the performance obligation is expected to be satisfied. Forfeitures are recognized as they occur. Share-based compensation expense is included in Salaries and employee benefits . In addition, the holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligations. |
Provision for Operating Losses | Provision for Operating Losses The provision for operating losses represents BMTX’s payments for losses resulting from fraud or theft-based transactions that have generally been disputed by BMTX serviced deposit account holders, as well as an estimated cost for disputes that have not been resolved as of the end of the reporting period. The estimate is based on historical rates of loss on such transactions. The estimated exposure was $0.1 million and $0.4 million at December 31, 2021 and 2020 respectively; the changes period over period are presented within Provision for Operating Losses on the Consolidated Statements of Income (Loss) . |
Merger and Acquisition Related Expenses | Merger and Acquisition Related Expenses In 2021, BMTX announced the signing of a definitive agreement to merge with First Sound Bank, a Seattle, Washington-based community business bank. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in 2022. In connection with the merger, BMTX incurred $0.1 million in merger and acquisition expenses. In 2020, BMTX and Customers Bank entered into an Agreement and Plan of Merger with Megalith Financial Acquisition Corp. BMTX incurred $0.7 million in merger and acquisition expenses in 2020 related to the merger agreement with Megalith Financial Acquisition Corp. All merger related costs are included within Merger and acquisition related expenses on the Consolidated Statements of Income (Loss) |
Recently Adopted Accounting Standards and Accounting Pronouncements Issued But Not Yet Adopted | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes .” The ASU is expected to reduce cost and complexity related to the accounting for income taxes by eliminating the need for an organization to analyze whether certain exceptions apply in a given period and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the standard on January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Issued but Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by BMTX as of the required effective dates. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet adopted, will not have a material impact on its financial statements taken as a whole. ASU 2020-04 - Reference Rate Reform (Topic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact that ASU 2020-04 may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20 ) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. As a smaller reporting company, ASU 2020-06 is effective for BMTX for fiscal years beginning after December 15, 2023. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Description And Reverse Recapitalization [Abstract] | |
Summary of Significant Sources and Uses of Cash Related to Closing of Merger Transaction and Reconciliation of Common Shares Related to Merger | The following table provides a summary of the significant sources and uses of cash related to the closing of the merger transaction: (amounts in thousands) Cash at Megalith $ 27,669 Cash from PIPE (private investment in public entity) investors 20,003 Total sources of cash 47,672 Cash paid to underwriters and other transaction costs (3,987) Cash paid to Customers Bank as consideration (23,125) Cash from recapitalization transaction (A) 20,560 Cash used to pay down BMTX debt (8,834) Cash received by BMTX and used to pay down debt (6,738) Total cash used to pay down outstanding debt (B) (15,572) Net cash received by BMTX from the reverse recapitalization transaction through March 31, 2021 (A+B) 4,988 90 day merger true-up, cash paid by BMTX in May 2021 (3,672) Final cash received by BMTX from the reverse recapitalization transaction through December 31, 2021 $ 1,316 The following table provides a reconciliation of the common shares related to the merger: Shares held by legacy BankMobile shareholders - December 31, 2020 6,123,432 Shares related to the recapitalization transaction - January 4, 2021 6,076,946 Total shares issued and outstanding - January 4, 2021 12,200,378 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | (amounts in thousands) Beginning Balance Additions Reductions Ending Balance Allowance for doubtful accounts 2021 $ — $ 171 $ (92) $ 79 2020 $ — $ 26 $ (26) $ — |
PREMISES AND EQUIPMENT AND DE_2
PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Premises and Equipment and Developed Software | The components of premises and equipment were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Leasehold improvements 5 years $ 28 $ 28 Furniture, fixtures and equipment 10 years 243 243 IT equipment 3 to 5 years 1,813 1,675 2,084 1,946 Accumulated depreciation (1,738) (1,545) Total $ 346 $ 401 The components of developed software were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Higher One Disbursement business developed software 10 years $ 27,400 $ 27,400 Internally developed software 3 to 7 years 41,683 40,104 Work-in-process 421 1,620 69,504 69,124 Accumulated amortization (40,911) (29,467) Total $ 28,593 $ 39,657 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Other Intangibles | The components of Other intangibles, net as of December 31, 2021 and 2020 were as follows: (amounts in thousands) Expected Useful Life December 31, December 31, Customer relationships – universities 20 years $ 6,402 $ 6,402 Accumulated amortization (1,653) (1,332) Total $ 4,749 $ 5,070 |
Schedule of Future Amortization | The university customer relationships will be amortized in future periods as follows: 2022 $ 320 2023 320 2024 320 2025 320 2026 320 After 2026 3,149 Total $ 4,749 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Operating Lease ROU assets and Liabilities | The following table summarizes operating lease ROU assets and operating lease liabilities and their corresponding classification on the Company’s Consolidated Balance Sheets : (amounts in thousands) Classification December 31, December 31, Assets: Operating lease ROU assets Other assets $ 398 $ 1,218 Liabilities: Operating lease liabilities Operating lease liabilities $ 416 $ 1,131 |
Maturities of Non-Cancelable Operating Lease Liabilities | The maturities of non-cancelable operating lease liabilities were as follows at December 31, 2021: (amounts in thousands) December 31, 2022 $ 418 Total minimum payments 418 Less: interest (2) Present value of lease liabilities $ 416 |
Summary of Weighted Average Remaining Lease Term and Discount Rate | The following table summarizes the weighted average remaining lease term and discount rate for BMTX’s operating leases at December 31, 2021 and 2020: December 31, December 31, Weighted average remaining lease term (years) Operating leases 0.6 years 1.6 years Weighted average discount rate Operating leases 1.0 % 1.4 % |
SHAREHOLDERS' EQUITY AND PRIV_2
SHAREHOLDERS' EQUITY AND PRIVATE WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Change in Unvested Awards | The change in unvested shares under the January 4, 2021 Share-Based Compensation Award is shown below: Number of Awards Weighted-Average Grant-Date Fair Value Per Award Balance as of December 31, 2020 — $ — Granted 1,317,035 $ 14.87 Vested — $ — Forfeited (33,500) $ 14.87 Balance as of December 31, 2021 1,283,535 $ 14.87 |
Summary of Change in Unvested RSUs | The change in unvested RSUs awarded is shown below: Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of December 31, 2020 — $ — Granted 707,600 $ 8.96 Vested — $ — Forfeited (3,000) $ 9.44 Balance as of December 31, 2021 704,600 $ 8.96 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company has one reportable segment and all revenues are earned in the U.S. Twelve Months Ended 2021 2020 (amounts in thousands) (As Restated) Revenues: Revenue recognized at point in time: Interchange and card revenue $ 28,078 $ 25,864 Servicing fees from Partner Bank 45,105 22,465 Account fees 10,668 11,308 University fees - disbursement activity 1,401 1,240 Other revenue 5,443 1,480 Total revenue recognized at point in time 90,695 62,357 Revenue recognized over time: University fees - subscriptions 4,292 4,080 Total revenue recognized over time 4,292 4,080 Total revenues $ 94,987 $ 66,437 |
Deferred Revenue Balances | The deferred revenue balances were as follows: December 31, 2021 2020 (amounts in thousands) (As Restated) Deferred revenue, beginning of period $ 12,689 $ 1,938 Deferred revenue, end of period $ 15,577 $ 12,689 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows: Twelve Months Ended 2021 2020 (amounts in thousands) (As Restated) Current expense Federal $ 3,945 $ — State 1,807 23 Total current expense $ 5,752 $ 23 Deferred expense (benefit) Federal $ (1,676) $ (3,047) State (1,130) (835) Change in valuation allowance 2,806 3,882 Total deferred expense (benefit) $ — $ — Total income tax expense $ 5,752 $ 23 |
Schedule of Effective Income Tax Rate Reconciliation | Effective tax rates differ from the federal statutory rate of 21% due to the following: Twelve months ended December 31, 2021 2020 (As Restated) (amounts in thousands) Amount % of pretax income Amount % of pretax income Federal income tax at statutory rate $ 4,788 21.00 % $ (2,560) 21.00 % State taxes, net of federal benefit 216 1.83 % (580) 4.75 % Change in fair value of warrant liabilities (3,617) (15.87) % — — % Change in valuation allowance 2,806 11.43 % 3,882 (31.84) % Nondeductible compensation 1,532 5.97 % — — % Tax credits — — % (873) 7.16 % Other 27 0.88 % 154 (1.26) % Total $ 5,752 25.24 % $ 23 (0.19) % |
Schedule of Deferred Tax Assets and Liabilities | The following represents the Company's deferred tax assets and liabilities as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 (amounts in thousands) (As Restated) Deferred tax assets: Net operating losses and credit carryforwards $ — $ 16,431 Deferred income 788 1,226 Section 197 Intangibles 27,581 1,226 Operating lease liability — 296 Equity based compensation 1,521 — Accrued bonuses 125 — Other 24 143 Less: Valuation Allowance (29,662) (13,689) Total deferred tax assets $ 377 $ 5,633 Deferred tax liabilities Depreciation (377) (5,243) Operating lease ROU asset — (318) Other — (72) Total deferred tax liabilities $ (377) $ (5,633) Net deferred tax asset (liability) $ — $ — |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Components and Results of Operations and Earnings (Loss) Per Common Share Calculations | The following are the components and results of earnings (loss) per common share calculations for the periods presented: Twelve Months Ended 2021 2020 (amounts in thousands, except per share data) (As Restated) Net income (loss) available to common shareholders - used in calculating basic EPS $ 17,043 $ (12,214) Adjustment for private warrant liability — — Net income (loss) - used in calculating diluted EPS $ 17,043 $ (12,214) Weighted-average common shares outstanding – basic 11,851 6,123 Weighted-average common shares outstanding – diluted 11,939 6,123 Net income (loss) per share - basic $ 1.44 $ (1.99) Net income (loss) per share - diluted $ 1.43 $ (1.99) |
Schedule of Weighted Average Shares Outstanding | The following table represents the reconciliation from basic to diluted weighted-average shares outstanding used in the calculation of basic and diluted earnings per share: Twelve Months Ended (amounts in thousands) 2021 2020 Weighted average shares used in computing net income per share of common stock, basic 11,851 6,123 Add: Time-based RSUs 88 — Weighted average shares used in computing net income per share of common stock, diluted 11,939 6,123 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock: Twelve Months Ended (amounts in thousands) 2021 2020 Performance based shares outstanding 300 — Public Warrants 6,946 — Private Warrants 16,927 — Performance based and market-condition RSUs 348 — Total 24,521 — |
DISCLOSURES ABOUT FAIR VALUE _2
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Values of Financial Instruments | The estimated fair values of BMTX’s financial instruments at December 31, 2021 and December 31, 2020 were as follows: Fair Value Measurements at December 31, 2021 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 25,704 $ 25,704 $ 25,704 $ — $ — Accounts receivable, net 9,161 9,161 9,161 — — Liabilities: Liability for private warrants (1) $ 13,614 $ 13,614 $ — $ — $ 13,614 (1) The initial fair value of the warrants was $30.8 million on January 4, 2021, the merger date. The $17.2 million change in fair value during the twelve months ended December 31, 2021 was reported in Gain on fair value of private warrant liability on the C onsolidated Statements of Income (Loss) . Fair Value Measurements at December 31, 2020 (amounts in thousands) Carrying Amount Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 2,989 $ 2,989 $ 2,989 $ — $ — Accounts receivable, net 10,033 10,033 10,033 — — Liabilities: Borrowings from Partner Bank $ 21,000 $ 21,000 $ — $ 21,000 $ — |
RESTATEMENT AND REVISION OF P_2
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatements of Previously Reported Consolidated Financial Statements | The effects of the restatement of the previously reported Consolidated Balance Sheets are presented below: As of December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 2,989 $ — $ 2,989 Accounts receivable, net 1,2 7,384 2,649 10,033 Prepaid expenses and other current assets 2,348 — 2,348 Total current assets 12,721 2,649 15,370 Premises and equipment, net 401 — 401 Developed software, net 39,657 — 39,657 Goodwill 5,259 — 5,259 Other intangibles, net 5,070 — 5,070 Other assets 853 — 853 Total assets $ 63,961 $ 2,649 $ 66,610 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1 $ 7,346 $ 175 $ 7,521 Taxes payable — — — Payable to Partner Bank 1 5,105 (5,105) — Borrowings from Partner Bank 21,000 — 21,000 Current portion of operating lease liabilities 701 — 701 Deferred revenue, current 1 2,588 8,000 10,588 Total current liabilities 36,740 3,070 39,810 Non-current liabilities: Operating lease liabilities 430 — 430 Deferred revenue, non-current 2,101 — 2,101 Liability for private warrants — — — Total liabilities $ 39,271 $ 3,070 $ 42,341 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 64,017 — 64,017 Accumulated deficit 2 (39,328) (421) (39,749) Total shareholders’ equity $ 24,690 $ (421) $ 24,269 Total liabilities and shareholders’ equity $ 63,961 $ 2,649 $ 66,610 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate the previously reported out of period adjustments in the correct period. As of March 31, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 17,379 $ — $ 17,379 Accounts receivable, net 1,3 5,616 5,658 11,274 Prepaid expenses and other current assets 5,032 — 5,032 Total current assets 28,027 5,658 33,685 Premises and equipment, net 345 — 345 Developed software, net 36,952 — 36,952 Goodwill 5,259 — 5,259 Other intangibles, net 4,990 — 4,990 Other assets 942 — 942 Total assets $ 76,515 $ 5,658 $ 82,173 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 9,998 $ 3,989 $ 13,987 Taxes payable 3 1,793 (114) 1,679 Payable to Partner Bank 1 9,000 (9,000) — Borrowings from Partner Bank 5,427 — 5,427 Current portion of operating lease liabilities 714 — 714 Deferred revenue, current 1 3,134 10,900 14,034 Total current liabilities 30,066 5,775 35,841 Non-current liabilities: Operating lease liabilities 235 — 235 Deferred revenue, non-current 1,490 — 1,490 Liability for private warrants 15,836 — 15,836 Total liabilities $ 47,627 $ 5,775 $ 53,402 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,326 3,134 52,460 Accumulated deficit 2,3 (20,439) (3,251) (23,690) Total shareholders’ equity $ 28,888 $ (117) $ 28,771 Total liabilities and shareholders’ equity $ 76,515 $ 5,658 $ 82,173 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. As of June 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 19,589 $ — $ 19,589 Accounts receivable, net 1,3 8,257 3,301 11,558 Prepaid expenses and other current assets 1,786 — 1,786 Total current assets 29,632 3,301 32,933 Premises and equipment, net 349 — 349 Developed software, net 34,155 — 34,155 Goodwill 5,259 — 5,259 Other intangibles, net 4,910 — 4,910 Other assets 740 — 740 Total assets $ 75,045 $ 3,301 $ 78,346 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 13,617 $ 31 $ 13,648 Taxes payable 3 1,317 319 1,636 Payable to Partner Bank 1 7,117 (7,117) — Borrowings from Partner Bank — — — Current portion of operating lease liabilities 719 — 719 Deferred revenue, current 1 4,763 10,750 15,513 Total current liabilities 27,533 3,983 31,516 Non-current liabilities: Operating lease liabilities 55 — 55 Deferred revenue, non-current 1,512 — 1,512 Liability for private warrants 18,893 — 18,893 Total liabilities $ 47,993 $ 3,983 $ 51,976 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,326 5,523 54,849 Accumulated deficit 2,3 (22,275) (6,205) (28,480) Total shareholders’ equity $ 27,052 $ (682) $ 26,370 Total liabilities and shareholders’ equity $ 75,045 $ 3,301 $ 78,346 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. As of September 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated ASSETS Cash and cash equivalents $ 20,407 $ — $ 20,407 Accounts receivable, net 1,3 4,498 5,338 9,836 Prepaid expenses and other current assets 2,046 — 2,046 Total current assets 26,951 5,338 32,289 Premises and equipment, net 305 — 305 Developed software, net 31,691 — 31,691 Goodwill 5,259 — 5,259 Other intangibles, net 4,830 — 4,830 Other assets 840 — 840 Total assets $ 69,876 $ 5,338 $ 75,214 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued liabilities 1,3 $ 8,225 $ (45) $ 8,180 Taxes payable 3 863 240 1,103 Payable to Partner Bank 1 6,914 (6,914) — Borrowings from Partner Bank — — — Current portion of operating lease liabilities 596 — 596 Deferred revenue, current 1 4,306 12,000 16,306 Total current liabilities 20,904 5,281 26,185 Non-current liabilities: Operating lease liabilities — — — Deferred revenue, non-current 223 — 223 Liability for private warrants 12,850 — 12,850 Total liabilities $ 33,977 $ 5,281 $ 39,258 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock $ — $ — $ — Common stock 1 — 1 Additional paid-in capital 2 49,379 7,932 57,311 Accumulated deficit 2,3 (13,481) (7,875) (21,356) Total shareholders’ equity $ 35,899 $ 57 $ 35,956 Total liabilities and shareholders’ equity $ 69,876 $ 5,338 $ 75,214 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. The effect of the restatement of the previously reported Consolidated Statements of Income (Loss) is presented below: Twelve-months ended December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 1 $ 26,285 $ (421) $ 25,864 Servicing fees from Partner Bank 22,465 — 22,465 Account fees 11,308 — 11,308 University fees 5,320 — 5,320 Other revenue 1,480 — 1,480 Total operating revenues 66,858 (421) 66,437 Operating expenses: Technology, communication, and processing 27,404 — 27,404 Salaries and employee benefits 26,076 — 26,076 Professional services 9,304 — 9,304 Provision for operating losses 5,170 — 5,170 Occupancy 1,428 — 1,428 Customer related supplies 2 3,236 — 3,236 Advertising and promotion 941 — 941 Merger and acquisition related expenses 739 — 739 Other expense 2 2,935 — 2,935 Total operating expenses 77,233 — 77,233 Income (loss) from operations (10,375) (421) (10,796) Non-operating income and expense: Gain (loss) on fair value of private warrant liability — — — Interest expense (1,395) — (1,395) Income (loss) before income tax expense (11,770) (421) (12,191) Income tax expense 23 — 23 Net Income (Loss) (11,793) (421) (12,214) Weighted average number of shares outstanding - basic 6,123 — 6,123 Weighted average number of shares outstanding - diluted 6,123 — 6,123 Net Income (loss) per share - basic $ (1.93) $ (0.06) $ (1.99) Net Income (loss) per share - diluted $ (1.93) $ (0.06) $ (1.99) 1 In order to restate the previously reported out of period adjustments in the correct period. 2 Adjusted to present the effect of the reclassification of Customer related supplies expenses as described in Note 2 - Basis of Presentation and Significant Accounting Policies , subsection Prior Period Reclassifications. Three-months ended March 31, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 8,351 $ (107) $ 8,244 Servicing fees from Partner Bank 9,372 — 9,372 Account fees 2,686 — 2,686 University fees 1,324 — 1,324 Other revenue 2,650 — 2,650 Total operating revenues 24,383 (107) 24,276 Operating expenses: Technology, communication, and processing 2 8,652 (297) 8,355 Salaries and employee benefits 1 5,423 3,134 8,557 Professional services 1,737 — 1,737 Provision for operating losses 1,329 — 1,329 Occupancy 352 — 352 Customer related supplies 475 — 475 Advertising and promotion 191 — 191 Merger and acquisition related expenses — — — Other expense 457 — 457 Total operating expenses 18,616 2,837 21,453 Income (loss) from operations 5,767 (2,944) 2,823 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 15,003 — 15,003 Interest expense (54) — (54) Income (loss) before income tax expense 20,716 (2,944) 17,772 Income tax expense 2 1,827 (114) 1,713 Net Income (Loss) 18,889 (2,830) 16,059 Weighted average number of shares outstanding - basic 11,900 (202) 11,698 Weighted average number of shares outstanding - diluted 15,512 (187) 15,325 Net Income (loss) per share - basic $ 1.59 $ (0.22) $ 1.37 Net Income (loss) per share - diluted $ 0.25 $ (0.18) $ 0.07 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended June 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 7,186 $ (429) $ 6,757 Servicing fees from Partner Bank 10,579 — 10,579 Account fees 2,641 — 2,641 University fees 1,331 — 1,331 Other revenue 1,156 — 1,156 Total operating revenues 22,893 (429) 22,464 Operating expenses: Technology, communication, and processing 2 8,924 (297) 8,627 Salaries and employee benefits 1 7,170 2,389 9,559 Professional services 2,126 — 2,126 Provision for operating losses 1,401 — 1,401 Occupancy 284 — 284 Customer related supplies 186 — 186 Advertising and promotion 125 — 125 Merger and acquisition related expenses — — — Other expense 466 — 466 Total operating expenses 20,682 2,092 22,774 Income (loss) from operations 2,211 (2,521) (310) Non-operating income and expense: Gain (loss) on fair value of private warrant liability (3,056) — (3,056) Interest expense (42) — (42) Income (loss) before income tax expense (887) (2,521) (3,408) Income tax expense 2 949 433 1,382 Net Income (Loss) (1,836) (2,954) (4,790) Weighted average number of shares outstanding - basic 11,900 — 11,900 Weighted average number of shares outstanding - diluted 11,900 — 11,900 Net Income (loss) per share - basic $ (0.15) $ (0.25) $ (0.40) Net Income (loss) per share - diluted $ (0.15) $ (0.25) $ (0.40) 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Six-months ended June 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 15,537 $ (536) $ 15,001 Servicing fees from Partner Bank 19,951 — 19,951 Account fees 5,327 — 5,327 University fees 2,655 — 2,655 Other revenue 3,806 — 3,806 Total operating revenues 47,276 (536) 46,740 Operating expenses: Technology, communication, and processing 2 17,576 (594) 16,982 Salaries and employee benefits 1 12,593 5,523 18,116 Professional services 3,863 — 3,863 Provision for operating losses 2,730 — 2,730 Occupancy 636 — 636 Customer related supplies 661 — 661 Advertising and promotion 316 — 316 Merger and acquisition related expenses — — — Other expense 923 — 923 Total operating expenses 39,298 4,929 44,227 Income (loss) from operations 7,978 (5,465) 2,513 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 11,947 — 11,947 Interest expense (96) — (96) Income (loss) before income tax expense 19,829 (5,465) 14,364 Income tax expense 2 2,776 319 3,095 Net Income (Loss) 17,053 (5,784) 11,269 Weighted average number of shares outstanding - basic 11,900 (100) 11,800 Weighted average number of shares outstanding - diluted 13,314 477 13,791 Net Income (loss) per share - basic $ 1.43 $ (0.47) $ 0.96 Net Income (loss) per share - diluted $ 0.38 $ (0.43) $ (0.05) 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended September 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 5,572 $ 957 $ 6,529 Servicing fees from Partner Bank 11,823 — 11,823 Account fees 2,628 — 2,628 University fees 1,474 — 1,474 Other revenue 477 — 477 Total operating revenues 21,974 957 22,931 Operating expenses: Technology, communication, and processing 2 4,596 297 4,893 Salaries and employee benefits 1 6,728 2,409 9,137 Professional services 3,496 — 3,496 Provision for operating losses 1,067 — 1,067 Occupancy 282 — 282 Customer related supplies 1,017 — 1,017 Advertising and promotion 176 — 176 Merger and acquisition related expenses — — — Other expense 614 — 614 Total operating expenses 17,976 2,706 20,682 Income (loss) from operations 3,998 (1,749) 2,249 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 6,042 — 6,042 Interest expense — — — Income (loss) before income tax expense 10,040 (1,749) 8,291 Income tax expense 2 1,246 (79) 1,167 Net Income (Loss) 8,794 (1,670) 7,124 Weighted average number of shares outstanding - basic 11,900 — 11,900 Weighted average number of shares outstanding - diluted 11,904 — 11,904 Net Income (loss) per share - basic $ 0.74 $ (0.14) $ 0.60 Net Income (loss) per share - diluted $ 0.74 $ (0.14) $ 0.60 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. Nine-months ended September 30, 2021 (amounts in thousands, except per share data) As Previously Reported Restatement Adjustments As Restated Operating revenues: Interchange and card revenue 2 $ 21,109 $ 421 $ 21,530 Servicing fees from Partner Bank 31,774 — 31,774 Account fees 7,955 — 7,955 University fees 4,129 — 4,129 Other revenue 4,283 — 4,283 Total operating revenues 69,250 421 69,671 Operating expenses: Technology, communication, and processing 2 22,172 (297) 21,875 Salaries and employee benefits 1 19,321 7,932 27,253 Professional services 7,359 — 7,359 Provision for operating losses 3,797 — 3,797 Occupancy 918 — 918 Customer related supplies 1,678 — 1,678 Advertising and promotion 492 — 492 Merger and acquisition related expenses — — — Other expense 1,537 — 1,537 Total operating expenses 57,274 7,635 64,909 Income (loss) from operations 11,976 (7,214) 4,762 Non-operating income and expense: Gain (loss) on fair value of private warrant liability 17,989 — 17,989 Interest expense (96) — (96) Income (loss) before income tax expense 29,869 (7,214) 22,655 Income tax expense 2 4,022 240 4,262 Net Income (Loss) 25,847 (7,454) 18,393 Weighted average number of shares outstanding - basic 11,534 300 11,834 Weighted average number of shares outstanding - diluted 12,059 300 12,359 Net Income (loss) per share - basic $ 2.24 $ (0.69) $ 1.55 Net Income (loss) per share - diluted $ 0.65 $ (0.62) $ 0.03 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. The effect of the restatement of the previously reported Consolidated Statements of Changes in Shareholders’ Equity is presented in the tables below: As Previously Reported Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 6,123,432 $ 1 $ 62,164 $ (27,535) $ 34,630 Net loss — — — (11,793) (11,793) Capital contribution from Partner Bank — — 1,385 — 1,385 Share-based compensation expense 1 — — 468 — 468 Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,328) $ 24,690 Net income — — — 18,889 18,889 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 6,076,946 — 16,148 — 16,148 Balance at March 31, 2021 12,200,378 $ 1 $ 49,326 $ (20,439) $ 28,888 Net loss — — — (1,836) (1,836) Balance at June 30, 2021 12,200,378 $ 1 $ 49,326 $ (22,275) $ 27,052 Net income — — — 8,794 8,794 Issuance of common stock as compensation 6,000 — 53 — 53 Balance at September 30, 2021 12,206,378 $ 1 $ 49,379 $ (13,481) $ 35,899 1 Adjusted to present the effect of the reclassification of share-based compensation expenses as described in Note 2 - Basis of Presentation and Significant Accounting Policies , subsection Prior Period Reclassifications. Restatement Adjustments Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 — $ — $ — $ — $ — Net loss 2 — — — (421) (421) Capital contribution from Partner Bank — — — — — Share-based compensation expense — — — — — Balance at December 31, 2020 — $ — $ — $ (421) $ (421) Net income 1,2 — — — (2,830) (2,830) Valuation of private warrants — — — — — Recapitalization transaction 1 (1,317,035) — — — — Issuance of common stock as compensation 1 1,317,035 — 2,323 — 2,323 Share-based compensation expense 1 — — 811 — 811 Balance at March 31, 2021 — $ — $ 3,134 $ (3,251) $ (117) Net loss 1,2 — — — (2,954) (2,954) Issuance of common stock as compensation 1 — — 2,389 — 2,389 Balance at June 30, 2021 — $ — $ 5,523 $ (6,205) $ (682) Net income 1,2 — — — (1,670) (1,670) Issuance of common stock as compensation 1 — — 2,409 — 2,409 Balance at September 30, 2021 — $ — $ 7,932 $ (7,875) $ 57 1 In order to restate the previously reported expense related to share-based compensation. 2 In order to restate the previously reported out of period adjustments in the correct period. As Restated Common Stock (amounts in thousands, except share data) Shares of Common Stock Outstanding Common Stock Additional Paid-in Capital Accumulated Deficit Total Balance at December 31, 2019 6,123,432 $ 1 $ 62,164 $ (27,535) $ 34,630 Net loss — — — (12,214) (12,214) Capital contribution from Partner Bank — — 1,385 — 1,385 Share-based compensation expense — — 468 — 468 Balance at December 31, 2020 6,123,432 $ 1 $ 64,017 $ (39,749) $ 24,269 Net income — — — 16,059 16,059 Valuation of private warrants — — (30,839) — (30,839) Recapitalization transaction 4,759,911 — 16,148 — 16,148 Issuance of common stock as compensation 1,317,035 — 2,323 — 2,323 Share-based compensation expense — — 811 — 811 Balance at March 31, 2021 12,200,378 $ 1 $ 52,460 $ (23,690) $ 28,771 Net loss — — — (4,790) (4,790) Issuance of common stock as compensation — — 2,389 — 2,389 Balance at June 30, 2021 12,200,378 $ 1 $ 54,849 $ (28,480) $ 26,370 Net income — — — 7,124 7,124 Issuance of common stock as compensation 6,000 — 2,462 — 2,462 Balance at September 30, 2021 12,206,378 $ 1 $ 57,311 $ (21,356) $ 35,956 The effect of the restatement of the previously reported Consolidated Statements of Cash Flows is presented below: Twelve-months ended December 31, 2020 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2 $ (11,793) $ (421) $ (12,214) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 310 — 310 Amortization of developed software 11,047 — 11,047 Amortization of other intangible assets 664 — 664 Amortization of leased assets 1,253 — 1,253 Impairment of software asset 3,721 — 3,721 Share-based compensation expense 468 — 468 Gain on fair value of private warrant liability — — — Changes in operating assets and liabilities: Accounts receivable, net 1,2 3,106 (1,800) 1,306 Prepaid expenses and other current assets 6,456 — 6,456 Receivable from Partner Bank 1 849 (849) — Other assets 372 — 372 Accounts payable and accrued liabilities 1 (3,747) 175 (3,572) Payable to Partner Bank 1 5,105 (5,105) — Taxes payable — — — Operating lease liabilities (1,406) — (1,406) Deferred revenue 1 2,751 8,000 10,751 Other liabilities (3,118) — (3,118) Net Cash Provided by Operating Activities 16,038 — 16,038 Cash Flows from Investing Activities: Purchase or development of internal use software (3,947) — (3,947) Purchases of premises and equipment (73) — (73) Net Cash Used in Investing Activities (4,020) — (4,020) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (19,000) — (19,000) Capital contribution from Partner Bank 1,385 — 1,385 Recapitalization transaction — — — Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (17,615) — (17,615) Net Increase (Decrease) in Cash and Cash Equivalents (5,597) — (5,597) Cash and Cash Equivalents – Beginning 8,586 — 8,586 Cash and Cash Equivalents – Ending $ 2,989 $ — $ 2,989 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ — $ — $ — Interest paid $ — $ — $ — Noncash Operating, Investing and Financing Activities: Share-based compensation expense recorded as capital contribution from Partner Bank $ 468 $ — $ 468 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate the previously reported out of period adjustments in the correct period. Three-months ended March 31, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 18,889 $ (2,830) $ 16,059 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 56 — 56 Amortization of developed software 2,823 — 2,823 Amortization of other intangible assets 80 — 80 Amortization of leased assets 282 — 282 Impairment of software asset — — — Share-based compensation expense 2 5 3,134 3,139 Gain on fair value of private warrant liability (15,003) — (15,003) Changes in operating assets and liabilities: Accounts receivable, net 1,3 1,768 (3,009) (1,241) Prepaid expenses and other current assets (2,683) — (2,683) Receivable from Partner Bank — — — Other assets (372) — (372) Accounts payable and accrued liabilities 1,3 3,923 (1,876) 2,047 Payable to Partner Bank 1 — — — Taxes payable 3 — 1,679 1,679 Operating lease liabilities (182) — (182) Deferred revenue 1 (67) 2,902 2,835 Other liabilities — — — Net Cash Provided by Operating Activities 9,519 — 9,519 Cash Flows from Investing Activities: Purchase or development of internal use software (117) — (117) Purchases of premises and equipment — — — Net Cash Used in Investing Activities (117) — (117) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (15,572) — (15,572) Capital contribution from Partner Bank — — — Recapitalization transaction 20,560 — 20,560 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities 4,988 — 4,988 Net Increase (Decrease) in Cash and Cash Equivalents 14,390 — 14,390 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 17,379 $ — $ 17,379 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ — $ — $ — Interest paid $ 119 $ — $ 119 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. Six-months ended June 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 17,053 $ (5,784) $ 11,269 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 103 — 103 Amortization of developed software 5,645 — 5,645 Amortization of other intangible assets 160 — 160 Amortization of leased assets 368 — 368 Impairment of software asset — — — Share-based compensation expense 2 13 5,523 5,536 Gain on fair value of private warrant liability (11,947) — (11,947) Changes in operating assets and liabilities: Accounts receivable, net 1,3 (873) (652) (1,525) Prepaid expenses and other current assets 562 — 562 Receivable from Partner Bank — — — Other assets (354) — (354) Accounts payable and accrued liabilities 1,3 5,618 (144) 5,474 Payable to Partner Bank 1 2,012 (2,012) — Taxes payable 3 1,317 319 1,636 Operating lease liabilities (357) — (357) Deferred revenue 1 1,586 2,750 4,336 Other liabilities — — — Net Cash Provided by Operating Activities 20,906 — 20,906 Cash Flows from Investing Activities: Purchase or development of internal use software (143) — (143) Purchases of premises and equipment (51) — (51) Net Cash Used in Investing Activities (194) — (194) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (21,000) — (21,000) Capital contribution from Partner Bank — — — Recapitalization transaction 16,888 — 16,888 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (4,112) — (4,112) Net Increase (Decrease) in Cash and Cash Equivalents 16,600 — 16,600 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 19,589 $ — $ 19,589 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ 1,424 $ — $ 1,424 Interest paid $ 178 $ — $ 178 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. Nine-months ended September 30, 2021 (amounts in thousands) As Previously Reported Restatement Adjustments As Restated Cash Flows from Operating Activities: Net income (loss) 2,3 $ 25,847 $ (7,454) $ 18,393 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of premises and equipment 147 — 147 Amortization of developed software 8,467 — 8,467 Amortization of other intangible assets 240 — 240 Amortization of leased assets 644 — 644 Impairment of software asset — — — Share-based compensation expense 2 87 7,932 8,019 Gain on fair value of private warrant liability (17,989) — (17,989) Changes in operating assets and liabilities: Accounts receivable, net 1,3 2,886 (2,689) 197 Prepaid expenses and other current assets 302 — 302 Receivable from Partner Bank — — — Other assets (631) — (631) Accounts payable and accrued liabilities 1,3 105 (220) (115) Payable to Partner Bank 1 1,809 (1,809) — Taxes payable 3 863 240 1,103 Operating lease liabilities (535) — (535) Deferred revenue 1 (160) 4,000 3,840 Other liabilities — — — Net Cash Provided by Operating Activities 22,082 — 22,082 Cash Flows from Investing Activities: Purchase or development of internal use software (501) — (501) Purchases of premises and equipment (51) — (51) Net Cash Used in Investing Activities (552) — (552) Cash Flows from Financing Activities: Repayments of borrowings from Partner Bank (21,000) — (21,000) Capital contribution from Partner Bank — — — Recapitalization transaction 16,888 — 16,888 Cash provided by exercise of warrants — — — Net Provided by (Cash Used) in Financing Activities (4,112) — (4,112) Net Increase (Decrease) in Cash and Cash Equivalents 17,418 — 17,418 Cash and Cash Equivalents – Beginning 2,989 — 2,989 Cash and Cash Equivalents – Ending $ 20,407 $ — $ 20,407 Supplementary Cash Flow Information: Income taxes paid, net of refunds $ 3,124 $ — $ 3,124 Interest paid $ 178 $ — $ 178 Noncash Operating, Investing and Financing Activities: Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction 4 $ — $ 740 $ 740 Share-based compensation expense recorded as capital contribution from Partner Bank $ — $ — $ — 1 In order to restate the previously reported net Payable to Partner Bank balance on a gross basis. 2 In order to restate for the adjustments related to share-based compensation expense. 3 In order to restate the previously reported out of period adjustments in the correct period. 4 In order to present the non-cash impact related to shares issued to settle Megalith accounts payable in connection with Recapitalization transaction. |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021revenue_source | |
Business Description And Reverse Recapitalization [Abstract] | |
Number of primary revenue sources | 4 |
DESCRIPTION OF THE BUSINESS A_4
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION - Summary of Significant Sources and Uses of Cash Related to Closing of Merger Transaction (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Description And Reverse Recapitalization [Abstract] | |
Cash at Megalith | $ 27,669 |
Cash from PIPE (private investment in public entity) investors | 20,003 |
Total sources of cash | 47,672 |
Cash paid to underwriters and other transaction costs | (3,987) |
Cash paid to Customers Bank as consideration | (23,125) |
Cash from recapitalization transaction (A) | 20,560 |
Cash used to pay down BMTX debt | (8,834) |
Cash received by BMTX and used to pay down debt | (6,738) |
Total cash used to pay down outstanding debt (B) | (15,572) |
Net cash received by BMTX from the reverse recapitalization transaction through March 31, 2021 (A+B) | 4,988 |
90 day merger true-up, cash paid by BMTX in May 2021 | (3,672) |
Final cash received by BMTX from the reverse recapitalization transaction through December 31, 2021 | $ 1,316 |
DESCRIPTION OF THE BUSINESS A_5
DESCRIPTION OF THE BUSINESS AND MERGER TRANSACTION - Reconciliation of Common Shares Related to Merger (Details) - shares | Jan. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Business Description And Reverse Recapitalization [Abstract] | |||
Shares held by legacy BankMobile shareholders (in shares) | 6,123,432 | ||
Shares held by legacy BankMobile shareholders (in shares) | 6,076,946 | ||
Common stock, shares issued (in shares) | 12,200,378 | 6,123,432 | 12,193,378 |
Common stock, shares outstanding (in shares) | 12,200,378 | 6,123,432 | 12,193,378 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 04, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)segmenttrading_day$ / shares | Dec. 31, 2020USD ($) |
Disaggregation of Revenue [Line Items] | ||||||||
Number of operating segments | segment | 1 | |||||||
Number of reportable segments | segment | 1 | |||||||
Share-based compensation expense | $ 811 | $ 1,825 | $ 468 | |||||
Impairment recognized | $ 200 | 3,700 | ||||||
Intangible asset amortization period | 20 years | |||||||
Goodwill | $ 5,259 | $ 5,259 | 5,259 | $ 5,259 | $ 5,259 | $ 5,259 | 5,259 | |
Other intangibles, net | 4,830 | 4,910 | 4,990 | 4,910 | 4,830 | $ 4,749 | 5,070 | |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Redemption rights, stock price trigger (in dollars per share) | $ / shares | $ 24 | |||||||
Redemption rights, threshold trading days | trading_day | 20 | |||||||
Redemption rights, threshold trading day period | trading_day | 30 | |||||||
Gain on fair value of private warrant liability | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | $ 17,225 | 0 | |
Collaborative Arrangements | 15,700 | 19,700 | ||||||
Estimated exposure | 100 | 400 | ||||||
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 65 | 739 | |
Net income (loss) | 7,124 | (4,790) | 16,059 | 11,269 | 18,393 | 17,043 | $ (12,214) | |
Private Warrants | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Gain on fair value of private warrant liability | $ 17,200 | |||||||
Customer Concentration Risk | Accounts Receivable | Partner Bank | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk | 61.00% | 31.00% | ||||||
Customer Concentration Risk | Accounts Receivable | BaaS Partner | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk | 13.00% | 46.00% | ||||||
Customer Concentration Risk | Accounts Receivable | MasterCard | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk | 17.00% | 17.00% | ||||||
Customer Concentration Risk | Operating Revenue | Partner Bank | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk | 87.00% | 86.00% | ||||||
Supplier Concentration Risk | Operating Expense | Top Supplier One | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk | 12.00% | 18.00% | ||||||
Restatement Adjustments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Share-based compensation expense | 811 | $ 0 | ||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 0 | ||
Other intangibles, net | 0 | 0 | 0 | 0 | 0 | 0 | ||
Gain on fair value of private warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | ||
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 0 | ||
Net income (loss) | (1,670) | (2,954) | (2,830) | (5,784) | (7,454) | (421) | ||
As Previously Reported (Unaudited) | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Capital contribution from Customers Bank | 500 | |||||||
Share-based compensation expense | 468 | |||||||
Goodwill | 5,259 | 5,259 | 5,259 | 5,259 | 5,259 | 5,259 | ||
Other intangibles, net | 4,830 | 4,910 | 4,990 | 4,910 | 4,830 | 5,070 | ||
Gain on fair value of private warrant liability | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | 0 | ||
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 739 | ||
Net income (loss) | $ 8,794 | $ (1,836) | 18,889 | 17,053 | 25,847 | (11,793) | ||
As Previously Reported (Unaudited) | Certain out of Period Adjustments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net income (loss) | $ 300 | $ (300) | $ 500 | (400) | ||||
Reclassification adjustment | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Share-based compensation expense | 500 | |||||||
Merger Consideration Share Based Compensation Award | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Fair value | $ 19,600 | |||||||
Vesting period | 2 years | |||||||
Merger Consideration Share Based Compensation Award | Restatement Adjustments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Fair value | $ 19,600 | |||||||
Vesting period | 2 years | |||||||
Accelerated vesting expense | $ 800 | |||||||
Product And Service, Other And Credit And Debit Card | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Collaborative Arrangements | $ 5,300 | 3,500 | ||||||
Labor And Related Expense And Professional Fees | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Collaborative Arrangements | $ 10,400 | 16,200 | ||||||
Other Expense | As Previously Reported (Unaudited) | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Mailing and shipping costs | (2,400) | |||||||
Customer Related Supplies | Reclassification adjustment | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Mailing and shipping costs | $ 2,400 | |||||||
Internally developed software | Maximum | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Expected useful life (in years) | 7 years | |||||||
Internally developed software | Minimum | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Expected useful life (in years) | 3 years | |||||||
Higher One Disbursement business developed software | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Expected useful life (in years) | 10 years |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | |||
Allowance for doubtful accounts | $ 79 | $ 0 | $ 0 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | ||
Beginning Balance | $ 0 | $ 0 |
Additions | 171 | 26 |
Reductions | (92) | (26) |
Ending Balance | $ 79 | $ 0 |
PREMISES AND EQUIPMENT AND DE_3
PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE - Premises and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Premises and equipment, gross | $ 2,084 | $ 1,946 | |||
Accumulated depreciation | (1,738) | (1,545) | |||
Total | $ 345 | $ 349 | $ 305 | 346 | 401 |
Depreciation expense | $ 56 | $ 103 | $ 147 | $ 193 | 310 |
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 5 years | ||||
Premises and equipment, gross | $ 28 | 28 | |||
Furniture, fixtures and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 10 years | ||||
Premises and equipment, gross | $ 243 | 243 | |||
IT equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Premises and equipment, gross | $ 1,813 | $ 1,675 | |||
IT equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 3 years | ||||
IT equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 5 years |
PREMISES AND EQUIPMENT AND DE_4
PREMISES AND EQUIPMENT AND DEVELOPED SOFTWARE - Developed Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Developed software, gross | $ 69,504 | $ 69,124 | |||
Accumulated amortization | (40,911) | (29,467) | |||
Total | $ 36,952 | $ 34,155 | $ 31,691 | 28,593 | 39,657 |
Amortization of developed software | $ 2,823 | $ 5,645 | $ 8,467 | 11,444 | 11,047 |
Impairment recognized | $ 200 | 3,700 | |||
Higher One Disbursement business developed software | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 10 years | ||||
Developed software, gross | $ 27,400 | 27,400 | |||
Internally developed software | |||||
Property, Plant and Equipment [Line Items] | |||||
Developed software, gross | $ 41,683 | 40,104 | |||
Internally developed software | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 3 years | ||||
Internally developed software | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Expected useful life (in years) | 7 years | ||||
Work-in-process | |||||
Property, Plant and Equipment [Line Items] | |||||
Developed software, gross | $ 421 | $ 1,620 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible asset amortization period | 20 years | ||||
Goodwill impairment | $ 0 | $ 0 | |||
Amortization expense | $ 80,000 | $ 160,000 | $ 240,000 | 321,000 | 664,000 |
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLES - Components of Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Expected useful life (in years) | 20 years | ||||
Accumulated amortization | $ (1,653) | $ (1,332) | |||
Total | $ 4,749 | $ 4,830 | $ 4,910 | $ 4,990 | 5,070 |
Customer relationships – universities | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Expected useful life (in years) | 20 years | ||||
Other intangibles, gross | $ 6,402 | $ 6,402 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLES - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
2022 | $ 320 | ||||
2023 | 320 | ||||
2024 | 320 | ||||
2025 | 320 | ||||
2026 | 320 | ||||
After 2026 | 3,149 | ||||
Total | $ 4,749 | $ 4,830 | $ 4,910 | $ 4,990 | $ 5,070 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)location | Dec. 31, 2020USD ($) | |
Leases [Abstract] | ||
Number of office space locations leased under operating leases | location | 2 | |
Operating lease terms (in years) | 5 years | |
Lease expenses related to operating leases | $ 1 | $ 0.9 |
Operating lease cash payments | $ 0.7 | $ 1.4 |
LEASES - Operating Lease ROU As
LEASES - Operating Lease ROU Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease ROU assets | $ 398 | $ 1,218 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Liabilities: | ||
Present value of lease liabilities | $ 416 | $ 1,131 |
LEASES - Maturities of Non-Canc
LEASES - Maturities of Non-Cancelable Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 418 | |
Total minimum payments | 418 | |
Less: interest | (2) | |
Present value of lease liabilities | $ 416 | $ 1,131 |
LEASES - Summary of Lease Term
LEASES - Summary of Lease Term and Discount Rate for Operating Leases (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term (years), operating leases | 7 months 6 days | 1 year 7 months 6 days |
Weighted average discount rate (as a percent) | 1.00% | 1.40% |
BORROWINGS FROM PARTNER BANK (D
BORROWINGS FROM PARTNER BANK (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2019 | Nov. 29, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||||||
Borrowings from Partner Bank | $ 0 | $ 0 | $ 0 | $ 5,427,000 | $ 21,000,000 | ||
Affiliated Entity | Partner Bank | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, maximum borrowing capacity | 10,000,000 | $ 50,000,000 | $ 10,000,000 | $ 50,000,000 | |||
Line of credit, basis spread on variable interest rate | 2.04% | ||||||
Line of credit, amount outstanding | $ 0 | ||||||
Affiliated Entity | Partner Bank | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, basis spread on variable interest rate | 3.75% | ||||||
Affiliated Entity | Partner Bank | LIBOR | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, basis spread on variable interest rate | 0.50% |
SHAREHOLDERS' EQUITY AND PRIV_3
SHAREHOLDERS' EQUITY AND PRIVATE WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2021USD ($)shares | Jan. 04, 2021USD ($)trading_day$ / sharesshares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)votetrading_day$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued (in shares) | 12,200,378 | 12,193,378 | 6,123,432 | ||||||
Common stock, shares outstanding (in shares) | 12,200,378 | 12,193,378 | 6,123,432 | ||||||
Number of votes for each share held | vote | 1,000 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Performance shares (in shares) | 300,000 | ||||||||
Performance shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Performance shares, period post closing date of merger after which shares would be forfeited and cancelled if no Release Event has occurred | 7 years | ||||||||
Performance shares, threshold trading day period | trading_day | 20 | ||||||||
Performance shares, threshold trading days | trading_day | 30 | ||||||||
Performance shares, stock price trigger (in dollars per share) | $ / shares | $ 15 | ||||||||
Number of whole shares of common stock entitled to purchase upon exercise of each whole warrant ( in shares) | 1 | ||||||||
Granted (in shares) | 0 | ||||||||
Maximum number of shares of Common Stock that may be issued pursuant to stock awards under Equity Incentive Plan, percentage of issued and outstanding shares of common stock (as a percent) | 10.00% | ||||||||
Warrants to purchase common stock outstanding (in shares) | 23,873,167,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Maximum expiration period after completion of merger (in years) | 5 years | ||||||||
Redemption rights, stock price trigger (in dollars per share) | $ / shares | $ 24 | ||||||||
Redemption rights, threshold trading days | trading_day | 20 | ||||||||
Redemption rights, threshold trading day period | trading_day | 30 | ||||||||
Liability for private warrants | $ | $ 12,850 | $ 12,850 | $ 18,893 | $ 15,836 | $ 18,893 | $ 12,850 | $ 13,614 | $ 0 | |
Gain on fair value of private warrant liability | $ | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | $ 17,225 | 0 | ||
Restatement Adjustments | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Issuance of common stock as compensation | $ | 2,409 | 2,389 | |||||||
Liability for private warrants | $ | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Gain on fair value of private warrant liability | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Merger Consideration Share Based Compensation Award | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Granted (in shares) | 1,317,035 | 1,317,035 | |||||||
Fair value | $ | $ 19,600 | ||||||||
Vesting period | 2 years | ||||||||
Share-based compensation expense | $ | $ 9,500 | ||||||||
Merger Consideration Share Based Compensation Award | Restatement Adjustments | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Fair value | $ | $ 19,600 | ||||||||
Vesting period | 2 years | ||||||||
Accelerated vesting expense | $ | $ 800 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Granted (in shares) | 707,600 | ||||||||
Share-based compensation expense | $ | $ 1,000 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase common stock outstanding (in shares) | 16,927,389,000 | ||||||||
Outstanding warrants exercised (in shares) | 1,500 | ||||||||
Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants to purchase common stock outstanding (in shares) | 6,945,778,000 | ||||||||
Outstanding warrants exercised (in shares) | 0 | ||||||||
Liability for private warrants | $ | $ 30,800 | ||||||||
Fair value assumptions, expected term (in years) | 5 years | 4 years | |||||||
Fair value assumptions, volatility rate (as a percent) | 20.00% | 35.00% | |||||||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||||||
Fair value assumptions, underlying stock price (in dollars per share) | $ / shares | $ 14.76 | $ 9.21 | |||||||
Fair value assumptions, risk free interest rate (as a percent) | 0.38% | 1.11% | |||||||
Fair value assumptions, exercise price, closing price of Public Warrants (in dollars per share) | $ / shares | $ 2.50 | $ 1.87 | |||||||
Gain on fair value of private warrant liability | $ | $ 17,200 | ||||||||
Director | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares issued per director | 1,000 | ||||||||
Issuance of common stock (in shares) | 6,000 | ||||||||
Issuance of common stock as compensation | $ | $ 53 | ||||||||
Director | Restricted Stock Units (RSUs) | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Director | Restricted Stock Units (RSUs) | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Grantees Other Than Executives | Restricted Stock Units (RSUs) | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Granted (in shares) | 12,600 | ||||||||
Vesting period | 3 years | ||||||||
Certain executives | Restricted Stock Units (RSUs) | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Granted (in shares) | 695,000 |
SHAREHOLDERS' EQUITY AND PRIV_4
SHAREHOLDERS' EQUITY AND PRIVATE WARRANT LIABILITY - Summary of Change in Unvested Awards and RSUs (Details) - $ / shares | Jan. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 0 | ||
Merger Consideration Share Based Compensation Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 0 | ||
Granted (in shares) | 1,317,035 | 1,317,035 | |
Vested (in shares) | 0 | ||
Forfeited (in shares) | (33,500) | ||
Ending balance (in shares) | 1,283,535 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 14.87 | ||
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 14.87 | ||
Ending balance (in dollars per share) | $ 14.87 | $ 0 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 0 | ||
Granted (in shares) | 707,600 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | (3,000) | ||
Ending balance (in shares) | 704,600 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 8.96 | ||
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 9.44 | ||
Ending balance (in dollars per share) | $ 8.96 | $ 0 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |||||||
Number of reportable segments | segment | 1 | ||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ 22,931 | $ 22,464 | $ 24,276 | $ 46,740 | $ 69,671 | $ 94,987 | $ 66,437 |
Interchange and card revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 6,529 | 6,757 | 8,244 | 15,001 | 21,530 | 28,078 | 25,864 |
Servicing fees from Partner Bank | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 11,823 | 10,579 | 9,372 | 19,951 | 31,774 | 45,105 | 22,465 |
Account fees | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 2,628 | 2,641 | 2,686 | 5,327 | 7,955 | 10,668 | 11,308 |
University fees | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 1,474 | 1,331 | 1,324 | 2,655 | 4,129 | 5,693 | 5,320 |
Other revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ 477 | $ 1,156 | $ 2,650 | $ 3,806 | $ 4,283 | 5,443 | 1,480 |
Revenue recognized at a point in time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 90,695 | 62,357 | |||||
Revenue recognized at a point in time | Interchange and card revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 28,078 | 25,864 | |||||
Revenue recognized at a point in time | Servicing fees from Partner Bank | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 45,105 | 22,465 | |||||
Revenue recognized at a point in time | Account fees | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 10,668 | 11,308 | |||||
Revenue recognized at a point in time | University fees | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 1,401 | 1,240 | |||||
Revenue recognized at a point in time | Other revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 5,443 | 1,480 | |||||
Revenue recognized over time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 4,292 | 4,080 | |||||
Revenue recognized over time | University fees | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ 4,292 | $ 4,080 |
REVENUES - Deferred Revenue Bal
REVENUES - Deferred Revenue Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Change in Contract with Customer, Liability [Abstract] | ||
Deferred revenue, beginning of period | $ 12,689 | $ 1,938 |
Deferred revenue, end of period | $ 15,577 | $ 12,689 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Amount recognized in the period from amounts included in deferred revenue at beginning of period | $ 12.5 | $ 0.8 |
Unbilled receivables | $ 2.1 | $ 0 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense | |||||||
Federal | $ 3,945 | $ 0 | |||||
State | 1,807 | 23 | |||||
Total current expense | 5,752 | 23 | |||||
Deferred expense (benefit) | |||||||
Federal | (1,676) | (3,047) | |||||
State | (1,130) | (835) | |||||
Change in valuation allowance | 2,806 | 3,882 | |||||
Total deferred expense (benefit) | 0 | 0 | |||||
Income tax expense | $ 1,167 | $ 1,382 | $ 1,713 | $ 3,095 | $ 4,262 | $ 5,752 | $ 23 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||||||
Federal income tax at statutory rate | $ 4,788 | $ (2,560) | |||||
State taxes, net of federal benefit | 216 | (580) | |||||
Change in fair value of warrant liabilities | (3,617) | 0 | |||||
Change in valuation allowance | 2,806 | 3,882 | |||||
Nondeductible compensation | 1,532 | 0 | |||||
Tax credits | 0 | (873) | |||||
Other | 27 | 154 | |||||
Income tax expense | $ 1,167 | $ 1,382 | $ 1,713 | $ 3,095 | $ 4,262 | $ 5,752 | $ 23 |
% of pretax income | |||||||
Federal income tax at statutory rate | 21.00% | 21.00% | |||||
State taxes, net of federal benefit | 1.83% | 4.75% | |||||
Change in fair value of warrant liabilities | (15.87%) | 0.00% | |||||
Change in valuation allowance | 11.43% | (31.84%) | |||||
Nondeductible compensation | 5.97% | 0.00% | |||||
Tax credits | 0.00% | 7.16% | |||||
Other | 0.88% | (1.26%) | |||||
Total | 25.24% | (0.19%) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Credit carryforwards | 0 | 2,700 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 0 | 28,100 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 0 | $ 55,600 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating losses and credit carryforwards | ||
Net operating losses and credit carryforwards | $ 0 | $ 16,431 |
Deferred income | 788 | 1,226 |
Section 197 Intangibles | 27,581 | 1,226 |
Operating lease liability | 0 | 296 |
Equity based compensation | 1,521 | 0 |
Accrued bonuses | 125 | 0 |
Other | 24 | 143 |
Less: Valuation Allowance | (29,662) | (13,689) |
Total deferred tax assets | 377 | 5,633 |
Deferred tax liabilities | ||
Depreciation | (377) | (5,243) |
Net deferred tax asset (liability) | 0 | (318) |
Other | 0 | (72) |
Total deferred tax liabilities | (377) | (5,633) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
EARNINGS (LOSS) PER SHARE - Com
EARNINGS (LOSS) PER SHARE - Components and Results of Operations and Earnings (Loss) Per Common Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||
Net income (loss) available to common shareholders - used in calculating basic EPS | $ 17,043 | $ (12,214) | |||||
Adjustment for private warrant liability | 0 | 0 | |||||
Net income (loss) - used in calculating diluted EPS | $ 17,043 | $ (12,214) | |||||
Weighted average common shares outstanding - basic (in shares) | 11,900 | 11,900 | 11,698 | 11,800 | 11,834 | 11,851 | 6,123 |
Weighted average common shares outstanding - diluted (in shares) | 11,904 | 11,900 | 15,325 | 13,791 | 12,359 | 11,939 | 6,123 |
Net income (loss) per share - basic (in dollars per share) | $ 600 | $ (400) | $ 1,370 | $ 960 | $ 1,550 | $ 1.44 | $ (1.99) |
Diluted income (loss) per share - diluted (in dollars per share) | $ 0.60 | $ (0.40) | $ 0.07 | $ (0.05) | $ 30 | $ 1.43 | $ (1.99) |
EARNINGS (LOSS) PER SHARE - Sum
EARNINGS (LOSS) PER SHARE - Summary of Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||
Weighted average number of shares outstanding - basic (in shares) | 11,900 | 11,900 | 11,698 | 11,800 | 11,834 | 11,851 | 6,123 |
Time-based RSUs (in shares) | 88 | 0 | |||||
Diluted shares outstanding (in shares) | 11,904 | 11,900 | 15,325 | 13,791 | 12,359 | 11,939 | 6,123 |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 24,521,000 | 0 |
Performance based shares outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 300,000 | 0 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,946,000 | 0 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 16,927,000 | 0 |
Performance based and market-condition RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 348,000 | 0 |
DISCLOSURES ABOUT FAIR VALUE _3
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | Jan. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Nov. 29, 2021 | Dec. 31, 2020 |
Carrying Amount | Fair Value, Recurring | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings from Partner Bank | $ 0 | $ 21,000,000 | |||
Private Warrants | |||||
Line of Credit Facility [Line Items] | |||||
Fair value assumptions, expected term (in years) | 5 years | 4 years | |||
Fair value assumptions, volatility rate (as a percent) | 20.00% | 35.00% | |||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||
Fair value assumptions, underlying stock price (in dollars per share) | $ 14.76 | $ 9.21 | |||
Fair value assumptions, risk free interest rate (as a percent) | 0.38% | 1.11% | |||
Fair value assumptions, exercise price, closing price of Public Warrants (in dollars per share) | $ 2.50 | $ 1.87 | |||
Partner Bank | Affiliated Entity | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | $ 50,000,000 | $ 10,000,000 | $ 50,000,000 | |
Line of credit, basis spread on variable interest rate | 2.04% |
DISCLOSURES ABOUT FAIR VALUE _4
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 04, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Liability for private warrants | $ 12,850 | $ 18,893 | $ 15,836 | $ 18,893 | $ 12,850 | $ 13,614 | $ 0 | |
Gain on fair value of private warrant liability | $ 6,042 | $ (3,056) | $ 15,003 | $ 11,947 | $ 17,989 | 17,225 | 0 | |
Carrying Amount | Fair Value, Recurring | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 25,704 | 2,989 | ||||||
Accounts receivable, net | 9,161 | 10,033 | ||||||
Liability for private warrants | 13,614 | |||||||
Borrowings from Partner Bank | 0 | 21,000 | ||||||
Estimated Fair Value | Fair Value, Recurring | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 25,704 | 2,989 | ||||||
Accounts receivable, net | 9,161 | 10,033 | ||||||
Liability for private warrants | 13,614 | $ 30,800 | ||||||
Borrowings from Partner Bank | 21,000 | |||||||
Estimated Fair Value | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 25,704 | 2,989 | ||||||
Accounts receivable, net | 9,161 | 10,033 | ||||||
Liability for private warrants | 0 | |||||||
Borrowings from Partner Bank | 0 | |||||||
Estimated Fair Value | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Liability for private warrants | 0 | |||||||
Borrowings from Partner Bank | 21,000 | |||||||
Estimated Fair Value | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Liability for private warrants | $ 13,614 | |||||||
Borrowings from Partner Bank | $ 0 |
RELATIONSHIP WITH OUR PARTNER_2
RELATIONSHIP WITH OUR PARTNER BANK (Details) - USD ($) | Jan. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 29, 2021 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Employer matching contribution, percent of match | 50.00% | ||||
Employer matching contribution, percent of eligible compensation | 6.00% | ||||
401(k) matching contributions | $ 700,000 | $ 800,000 | |||
Treasury stock (in shares) | 14,500 | ||||
Treasury stock returned (in shares) | 19,000 | ||||
BM Technologies, Inc. | Affiliated Entity, Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage (less than) | 5.00% | ||||
BM Technologies, Inc. | Affiliated Entity, Executive Chairman Of Board | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage (less than) | 5.00% | ||||
Affiliated Entity | Partner Bank | |||||
Related Party Transaction [Line Items] | |||||
Non-Competition and Non-Solicitation Agreement period | 4 years | ||||
Percentage of equity interests in competitor | 2.00% | ||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | 50,000,000 | $ 10,000,000 | $ 50,000,000 | |
Accounts receivable related parties | 5,500,000 | 3,100,000 | |||
Deferred revenue | 12,700,000 | 8,000,000 | |||
Accounts payable and accrued liabilities | 400,000 | 200,000 | |||
Revenue | 82,300,000 | 57,800,000 | |||
Expenses | 300,000 | 1,400,000 | |||
Affiliated Entity | MasterCard | |||||
Related Party Transaction [Line Items] | |||||
Revenue | $ 22,900,000 | $ 29,400,000 | |||
Deposit Servicing Agreement | Affiliated Entity | Partner Bank | |||||
Related Party Transaction [Line Items] | |||||
Automatic renewal terms (in years) | 3 years | ||||
Period of written notice of non-renewal required prior to expiration of the term | 180 days | ||||
Servicing fee percentage | 3.00% | ||||
Transition Services Agreement | Affiliated Entity | Partner Bank | |||||
Related Party Transaction [Line Items] | |||||
Period each party agreed to provide certain transition services to the other party (up to) | 12 months | ||||
Monthly service fee | $ 12,500 | ||||
Period of advance written notice required to terminate agreement without penalty | 30 days | ||||
Software Licensing Agreement | Affiliated Entity | Partner Bank | |||||
Related Party Transaction [Line Items] | |||||
Licensing agreement, term | 10 years |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ / shares in Units, $ in Millions | Mar. 01, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Warrants reacquired (in shares) | shares | 1,169,963 |
Warrant price (in dollars per share) | $ / shares | $ 1.69 |
Total cost of reacquired shares | $ | $ 2 |
RESTATEMENT AND REVISION OF P_3
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cash and cash equivalents | $ 25,704 | $ 20,407 | $ 19,589 | $ 17,379 | $ 2,989 | ||
Accounts receivable, net | 9,161 | 9,836 | 11,558 | 11,274 | 10,033 | ||
Prepaid expenses and other current assets | 1,779 | 2,046 | 1,786 | 5,032 | 2,348 | ||
Total current assets | 36,644 | 32,289 | 32,933 | 33,685 | 15,370 | ||
Premises and equipment, net | 346 | 305 | 349 | 345 | 401 | ||
Developed software, net | 28,593 | 31,691 | 34,155 | 36,952 | 39,657 | ||
Goodwill | 5,259 | 5,259 | 5,259 | 5,259 | 5,259 | ||
Other intangibles, net | 4,749 | 4,830 | 4,910 | 4,990 | 5,070 | ||
Other assets | 837 | 840 | 740 | 942 | 853 | ||
Total assets | 76,428 | 75,214 | 78,346 | 82,173 | 66,610 | ||
Accounts payable and accrued liabilities | 7,033 | 8,180 | 13,648 | 13,987 | 7,521 | ||
Taxes payable | 1,807 | 1,103 | 1,636 | 1,679 | 0 | ||
Payable to Partner Bank | 0 | 0 | 0 | 0 | |||
Borrowings from Partner Bank | 0 | 0 | 0 | 5,427 | 21,000 | ||
Current portion of operating lease liabilities | 416 | 596 | 719 | 714 | 701 | ||
Deferred revenue, current | 15,387 | 16,306 | 15,513 | 14,034 | 10,588 | ||
Total current liabilities | 24,643 | 26,185 | 31,516 | 35,841 | 39,810 | ||
Operating lease liabilities | 0 | 0 | 55 | 235 | 430 | ||
Deferred revenue, non-current | 190 | 223 | 1,512 | 1,490 | 2,101 | ||
Liability for private warrants | 13,614 | 12,850 | 18,893 | 15,836 | 0 | ||
Total liabilities | 38,447 | 39,258 | 51,976 | 53,402 | 42,341 | ||
Commitments and contingencies (Note 8) | |||||||
Preferred stock | 0 | 0 | 0 | 0 | 0 | ||
Common stock | 1 | 1 | 1 | 1 | 1 | ||
Additional paid-in capital | 60,686 | 57,311 | 54,849 | 52,460 | 64,017 | ||
Accumulated deficit | (22,706) | (21,356) | (28,480) | (23,690) | (39,749) | ||
Total shareholders’ equity | 37,981 | 35,956 | 26,370 | 28,771 | 24,269 | $ 34,630 | [1] |
Total liabilities and shareholders’ equity | $ 76,428 | 75,214 | 78,346 | 82,173 | 66,610 | ||
As Previously Reported (Unaudited) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cash and cash equivalents | 20,407 | 19,589 | 17,379 | 2,989 | |||
Accounts receivable, net | 4,498 | 8,257 | 5,616 | 7,384 | |||
Prepaid expenses and other current assets | 2,046 | 1,786 | 5,032 | 2,348 | |||
Total current assets | 26,951 | 29,632 | 28,027 | 12,721 | |||
Premises and equipment, net | 305 | 349 | 345 | 401 | |||
Developed software, net | 31,691 | 34,155 | 36,952 | 39,657 | |||
Goodwill | 5,259 | 5,259 | 5,259 | 5,259 | |||
Other intangibles, net | 4,830 | 4,910 | 4,990 | 5,070 | |||
Other assets | 840 | 740 | 942 | 853 | |||
Total assets | 69,876 | 75,045 | 76,515 | 63,961 | |||
Accounts payable and accrued liabilities | 8,225 | 13,617 | 9,998 | 7,346 | |||
Taxes payable | 863 | 1,317 | 1,793 | 0 | |||
Payable to Partner Bank | 6,914 | 7,117 | 9,000 | 5,105 | |||
Borrowings from Partner Bank | 0 | 0 | 5,427 | 21,000 | |||
Current portion of operating lease liabilities | 596 | 719 | 714 | 701 | |||
Deferred revenue, current | 4,306 | 4,763 | 3,134 | 2,588 | |||
Total current liabilities | 20,904 | 27,533 | 30,066 | 36,740 | |||
Operating lease liabilities | 0 | 55 | 235 | 430 | |||
Deferred revenue, non-current | 223 | 1,512 | 1,490 | 2,101 | |||
Liability for private warrants | 12,850 | 18,893 | 15,836 | 0 | |||
Total liabilities | 33,977 | 47,993 | 47,627 | 39,271 | |||
Commitments and contingencies (Note 8) | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||
Common stock | 1 | 1 | 1 | 1 | |||
Additional paid-in capital | 49,379 | 49,326 | 49,326 | 64,017 | |||
Accumulated deficit | (13,481) | (22,275) | (20,439) | (39,328) | |||
Total shareholders’ equity | 35,899 | 27,052 | 28,888 | 24,690 | 34,630 | ||
Total liabilities and shareholders’ equity | 69,876 | 75,045 | 76,515 | 63,961 | |||
Restatement Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |||
Accounts receivable, net | 5,338 | 3,301 | 5,658 | 2,649 | |||
Prepaid expenses and other current assets | 0 | 0 | 0 | 0 | |||
Total current assets | 5,338 | 3,301 | 5,658 | 2,649 | |||
Premises and equipment, net | 0 | 0 | 0 | 0 | |||
Developed software, net | 0 | 0 | 0 | 0 | |||
Goodwill | 0 | 0 | 0 | 0 | |||
Other intangibles, net | 0 | 0 | 0 | 0 | |||
Other assets | 0 | 0 | 0 | 0 | |||
Total assets | 5,338 | 3,301 | 5,658 | 2,649 | |||
Accounts payable and accrued liabilities | (45) | 31 | 3,989 | 175 | |||
Taxes payable | 240 | 319 | (114) | 0 | |||
Payable to Partner Bank | (6,914) | (7,117) | (9,000) | (5,105) | |||
Borrowings from Partner Bank | 0 | 0 | 0 | 0 | |||
Current portion of operating lease liabilities | 0 | 0 | 0 | 0 | |||
Deferred revenue, current | 12,000 | 10,750 | 10,900 | 8,000 | |||
Total current liabilities | 5,281 | 3,983 | 5,775 | 3,070 | |||
Operating lease liabilities | 0 | 0 | 0 | 0 | |||
Deferred revenue, non-current | 0 | 0 | 0 | 0 | |||
Liability for private warrants | 0 | 0 | 0 | 0 | |||
Total liabilities | 5,281 | 3,983 | 5,775 | 3,070 | |||
Commitments and contingencies (Note 8) | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||
Common stock | 0 | 0 | 0 | 0 | |||
Additional paid-in capital | 7,932 | 5,523 | 3,134 | 0 | |||
Accumulated deficit | (7,875) | (6,205) | (3,251) | (421) | |||
Total shareholders’ equity | 57 | (682) | (117) | (421) | $ 0 | ||
Total liabilities and shareholders’ equity | $ 5,338 | $ 3,301 | $ 5,658 | $ 2,649 | |||
[1] | As previously reported and retroactively adjusted in connection with the merger. |
RESTATEMENT AND REVISION OF P_4
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | $ 22,931 | $ 22,464 | $ 24,276 | $ 46,740 | $ 69,671 | $ 94,987 | $ 66,437 |
Technology, communication, and processing | 4,893 | 8,627 | 8,355 | 16,982 | 21,875 | 28,973 | 27,404 |
Salaries and employee benefits | 9,137 | 9,559 | 8,557 | 18,116 | 27,253 | 38,036 | 26,076 |
Professional services | 3,496 | 2,126 | 1,737 | 3,863 | 7,359 | 10,395 | 9,304 |
Provision for operating losses | 1,067 | 1,401 | 1,329 | 2,730 | 3,797 | 5,419 | 5,170 |
Occupancy | 282 | 284 | 352 | 636 | 918 | 1,197 | 1,428 |
Customer related supplies | 1,017 | 186 | 475 | 661 | 1,678 | 2,214 | 3,236 |
Advertising and promotion | 176 | 125 | 191 | 316 | 492 | 654 | 941 |
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 65 | 739 |
Other expense | 614 | 466 | 457 | 923 | 1,537 | 2,368 | 2,935 |
Total operating expenses | 20,682 | 22,774 | 21,453 | 44,227 | 64,909 | 89,321 | 77,233 |
Income (loss) from operations | 2,249 | (310) | 2,823 | 2,513 | 4,762 | 5,666 | (10,796) |
Gain on fair value of private warrant liability | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | 17,225 | 0 |
Interest expense | 0 | (42) | (54) | (96) | (96) | (96) | (1,395) |
Income (loss) before income tax expense | 8,291 | (3,408) | 17,772 | 14,364 | 22,655 | 22,795 | (12,191) |
Income tax expense | 1,167 | 1,382 | 1,713 | 3,095 | 4,262 | 5,752 | 23 |
Net income (loss) | $ 7,124 | $ (4,790) | $ 16,059 | $ 11,269 | $ 18,393 | $ 17,043 | $ (12,214) |
Weighted average number of shares outstanding - basic (in shares) | 11,900 | 11,900 | 11,698 | 11,800 | 11,834 | 11,851 | 6,123 |
Weighted average number of shares outstanding - diluted (in shares) | 11,904 | 11,900 | 15,325 | 13,791 | 12,359 | 11,939 | 6,123 |
Net Income (loss) per share - basic (in dollars per share) | $ 600 | $ (400) | $ 1,370 | $ 960 | $ 1,550 | $ 1.44 | $ (1.99) |
Net Income (loss) per share - diluted (in dollars per share) | $ 0.60 | $ (0.40) | $ 0.07 | $ (0.05) | $ 30 | $ 1.43 | $ (1.99) |
Interchange and card revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | $ 6,529 | $ 6,757 | $ 8,244 | $ 15,001 | $ 21,530 | $ 28,078 | $ 25,864 |
Servicing fees from Partner Bank | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 11,823 | 10,579 | 9,372 | 19,951 | 31,774 | 45,105 | 22,465 |
Account fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 2,628 | 2,641 | 2,686 | 5,327 | 7,955 | 10,668 | 11,308 |
University fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 1,474 | 1,331 | 1,324 | 2,655 | 4,129 | 5,693 | 5,320 |
Other revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 477 | 1,156 | 2,650 | 3,806 | 4,283 | $ 5,443 | 1,480 |
As Previously Reported (Unaudited) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 21,974 | 22,893 | 24,383 | 47,276 | 69,250 | 66,858 | |
Technology, communication, and processing | 4,596 | 8,924 | 8,652 | 17,576 | 22,172 | 27,404 | |
Salaries and employee benefits | 6,728 | 7,170 | 5,423 | 12,593 | 19,321 | 26,076 | |
Professional services | 3,496 | 2,126 | 1,737 | 3,863 | 7,359 | 9,304 | |
Provision for operating losses | 1,067 | 1,401 | 1,329 | 2,730 | 3,797 | 5,170 | |
Occupancy | 282 | 284 | 352 | 636 | 918 | 1,428 | |
Customer related supplies | 1,017 | 186 | 475 | 661 | 1,678 | 3,236 | |
Advertising and promotion | 176 | 125 | 191 | 316 | 492 | 941 | |
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 739 | |
Other expense | 614 | 466 | 457 | 923 | 1,537 | 2,935 | |
Total operating expenses | 17,976 | 20,682 | 18,616 | 39,298 | 57,274 | 77,233 | |
Income (loss) from operations | 3,998 | 2,211 | 5,767 | 7,978 | 11,976 | (10,375) | |
Gain on fair value of private warrant liability | 6,042 | (3,056) | 15,003 | 11,947 | 17,989 | 0 | |
Interest expense | 0 | (42) | (54) | (96) | (96) | (1,395) | |
Income (loss) before income tax expense | 10,040 | (887) | 20,716 | 19,829 | 29,869 | (11,770) | |
Income tax expense | 1,246 | 949 | 1,827 | 2,776 | 4,022 | 23 | |
Net income (loss) | $ 8,794 | $ (1,836) | $ 18,889 | $ 17,053 | $ 25,847 | $ (11,793) | |
Weighted average number of shares outstanding - basic (in shares) | 11,900 | 11,900 | 11,900 | 11,900 | 11,534 | 6,123 | |
Weighted average number of shares outstanding - diluted (in shares) | 11,904 | 11,900 | 15,512 | 13,314 | 12,059 | 6,123 | |
Net Income (loss) per share - basic (in dollars per share) | $ 0.74 | $ (0.15) | $ 1.59 | $ 1.43 | $ 2.24 | $ (1.93) | |
Net Income (loss) per share - diluted (in dollars per share) | $ 0.74 | $ (0.15) | $ 0.25 | $ 0.38 | $ 0.65 | $ (1.93) | |
As Previously Reported (Unaudited) | Interchange and card revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | $ 5,572 | $ 7,186 | $ 8,351 | $ 15,537 | $ 21,109 | $ 26,285 | |
As Previously Reported (Unaudited) | Servicing fees from Partner Bank | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 11,823 | 10,579 | 9,372 | 19,951 | 31,774 | 22,465 | |
As Previously Reported (Unaudited) | Account fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 2,628 | 2,641 | 2,686 | 5,327 | 7,955 | 11,308 | |
As Previously Reported (Unaudited) | University fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 1,474 | 1,331 | 1,324 | 2,655 | 4,129 | 5,320 | |
As Previously Reported (Unaudited) | Other revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 477 | 1,156 | 2,650 | 3,806 | 4,283 | 1,480 | |
Restatement Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 957 | (429) | (107) | (536) | 421 | (421) | |
Technology, communication, and processing | 297 | (297) | (297) | (594) | (297) | 0 | |
Salaries and employee benefits | 2,409 | 2,389 | 3,134 | 5,523 | 7,932 | 0 | |
Professional services | 0 | 0 | 0 | 0 | 0 | 0 | |
Provision for operating losses | 0 | 0 | 0 | 0 | 0 | 0 | |
Occupancy | 0 | 0 | 0 | 0 | 0 | 0 | |
Customer related supplies | 0 | 0 | 0 | 0 | 0 | 0 | |
Advertising and promotion | 0 | 0 | 0 | 0 | 0 | 0 | |
Merger and acquisition related expenses | 0 | 0 | 0 | 0 | 0 | 0 | |
Other expense | 0 | 0 | 0 | 0 | 0 | 0 | |
Total operating expenses | 2,706 | 2,092 | 2,837 | 4,929 | 7,635 | 0 | |
Income (loss) from operations | (1,749) | (2,521) | (2,944) | (5,465) | (7,214) | (421) | |
Gain on fair value of private warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | 0 | 0 | |
Income (loss) before income tax expense | (1,749) | (2,521) | (2,944) | (5,465) | (7,214) | (421) | |
Income tax expense | (79) | 433 | (114) | 319 | 240 | 0 | |
Net income (loss) | $ (1,670) | $ (2,954) | $ (2,830) | $ (5,784) | $ (7,454) | $ (421) | |
Weighted average number of shares outstanding - basic (in shares) | 0 | 0 | (202) | (100) | 300 | 0 | |
Weighted average number of shares outstanding - diluted (in shares) | 0 | 0 | (187) | 477 | 300 | 0 | |
Net Income (loss) per share - basic (in dollars per share) | $ (0.14) | $ (0.25) | $ (0.22) | $ (0.47) | $ (0.69) | $ (0.06) | |
Net Income (loss) per share - diluted (in dollars per share) | $ (0.14) | $ (0.25) | $ (0.18) | $ (0.43) | $ (0.62) | $ (0.06) | |
Restatement Adjustments | Interchange and card revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | $ 957 | $ (429) | $ (107) | $ (536) | $ 421 | $ (421) | |
Restatement Adjustments | Servicing fees from Partner Bank | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 0 | 0 | 0 | 0 | 0 | 0 | |
Restatement Adjustments | Account fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 0 | 0 | 0 | 0 | 0 | 0 | |
Restatement Adjustments | University fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | 0 | 0 | 0 | 0 | 0 | 0 | |
Restatement Adjustments | Other revenue | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total operating revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
RESTATEMENT AND REVISION OF P_5
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | $ 26,370 | $ 28,771 | $ 24,269 | $ 24,269 | $ 24,269 | $ 24,269 | $ 34,630 | [1] | |
Net income (loss) | 7,124 | (4,790) | 16,059 | 11,269 | 18,393 | 17,043 | (12,214) | ||
Capital contribution from Partner Bank | 1,385 | ||||||||
Valuation of private warrants | (30,839) | (30,839) | |||||||
Recapitalization transaction (in shares) | 6,123,432 | ||||||||
Recapitalization transaction | 16,148 | 16,148 | |||||||
Issuance of common stock as compensation | 2,462 | 2,389 | 2,323 | 9,518 | |||||
Share-based compensation expense | 811 | 1,825 | 468 | ||||||
Balance, end of period | $ 24,269 | 35,956 | 26,370 | 28,771 | 26,370 | 35,956 | 37,981 | 24,269 | |
As Previously Reported (Unaudited) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | 27,052 | 28,888 | 24,690 | 24,690 | 24,690 | 24,690 | 34,630 | ||
Net income (loss) | 8,794 | (1,836) | 18,889 | 17,053 | 25,847 | (11,793) | |||
Capital contribution from Partner Bank | 1,385 | ||||||||
Valuation of private warrants | (30,839) | ||||||||
Recapitalization transaction | 16,148 | ||||||||
Issuance of common stock as compensation | 53 | ||||||||
Share-based compensation expense | 468 | ||||||||
Balance, end of period | 24,690 | 35,899 | 27,052 | 28,888 | 27,052 | 35,899 | 24,690 | ||
Restatement Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | (682) | (117) | (421) | (421) | (421) | $ (421) | 0 | ||
Net income (loss) | (1,670) | (2,954) | (2,830) | (5,784) | (7,454) | (421) | |||
Capital contribution from Partner Bank | 0 | ||||||||
Valuation of private warrants | 0 | ||||||||
Recapitalization transaction | 0 | ||||||||
Issuance of common stock as compensation | 2,409 | 2,389 | |||||||
Issuance of common stock as compensation | 2,323 | ||||||||
Share-based compensation expense | 811 | 0 | |||||||
Balance, end of period | $ (421) | $ 57 | $ (682) | $ (117) | $ (682) | $ 57 | $ (421) | ||
Common Stock | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period (in shares) | 12,200,378 | 12,200,378 | 6,123,432 | 6,123,432 | 6,123,432 | 6,123,432 | 6,123,432 | [1] | |
Balance, beginning of period | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | [1] | |
Recapitalization transaction (in shares) | 4,759,911 | 4,759,911 | |||||||
Issuance of common stock (in shares) | 6,000 | ||||||||
Issuance of common stock as compensation (in shares) | 1,317,035 | 1,308,535 | |||||||
Balance, end of period (in shares) | 6,123,432 | 12,206,378 | 12,200,378 | 12,200,378 | 12,200,378 | 12,206,378 | 12,193,378 | 6,123,432 | |
Balance, end of period | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
Common Stock | As Previously Reported (Unaudited) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period (in shares) | 12,200,378 | 12,200,378 | 6,123,432 | 6,123,432 | 6,123,432 | 6,123,432 | 6,123,432 | ||
Balance, beginning of period | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Recapitalization transaction (in shares) | 6,076,946 | ||||||||
Issuance of common stock (in shares) | 6,000 | ||||||||
Balance, end of period (in shares) | 6,123,432 | 12,206,378 | 12,200,378 | 12,200,378 | 12,200,378 | 12,206,378 | 6,123,432 | ||
Balance, end of period | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Common Stock | Restatement Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Balance, beginning of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Recapitalization transaction (in shares) | (1,317,035) | ||||||||
Issuance of common stock as compensation (in shares) | 1,317,035 | ||||||||
Balance, end of period (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Balance, end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Additional Paid-in Capital | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | 54,849 | 52,460 | 64,017 | 64,017 | 64,017 | 64,017 | 62,164 | [1] | |
Capital contribution from Partner Bank | 1,385 | ||||||||
Valuation of private warrants | (30,839) | (30,839) | |||||||
Recapitalization transaction | 16,148 | 16,148 | |||||||
Issuance of common stock as compensation | 2,462 | 2,389 | 2,323 | 9,518 | |||||
Share-based compensation expense | 811 | 1,825 | 468 | ||||||
Balance, end of period | 64,017 | 57,311 | 54,849 | 52,460 | 54,849 | 57,311 | 60,686 | 64,017 | |
Additional Paid-in Capital | As Previously Reported (Unaudited) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | 49,326 | 49,326 | 64,017 | 64,017 | 64,017 | 64,017 | 62,164 | ||
Capital contribution from Partner Bank | 1,385 | ||||||||
Valuation of private warrants | (30,839) | ||||||||
Recapitalization transaction | 16,148 | ||||||||
Issuance of common stock as compensation | 53 | ||||||||
Share-based compensation expense | 468 | ||||||||
Balance, end of period | 64,017 | 49,379 | 49,326 | 49,326 | 49,326 | 49,379 | 64,017 | ||
Additional Paid-in Capital | Restatement Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | 5,523 | 3,134 | 0 | 0 | 0 | 0 | 0 | ||
Capital contribution from Partner Bank | 0 | ||||||||
Valuation of private warrants | 0 | ||||||||
Recapitalization transaction | 0 | ||||||||
Issuance of common stock as compensation | 2,409 | 2,389 | |||||||
Issuance of common stock as compensation | 2,323 | ||||||||
Share-based compensation expense | 811 | 0 | |||||||
Balance, end of period | 0 | 7,932 | 5,523 | 3,134 | 5,523 | 7,932 | 0 | ||
Accumulated Deficit | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | (28,480) | (23,690) | (39,749) | (39,749) | (39,749) | (39,749) | (27,535) | [1] | |
Net income (loss) | 7,124 | (4,790) | 16,059 | 17,043 | (12,214) | ||||
Balance, end of period | (39,749) | (21,356) | (28,480) | (23,690) | (28,480) | (21,356) | (22,706) | (39,749) | |
Accumulated Deficit | As Previously Reported (Unaudited) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | (22,275) | (20,439) | (39,328) | (39,328) | (39,328) | (39,328) | (27,535) | ||
Net income (loss) | 8,794 | (1,836) | 18,889 | (11,793) | |||||
Balance, end of period | (39,328) | (13,481) | (22,275) | (20,439) | (22,275) | (13,481) | (39,328) | ||
Accumulated Deficit | Restatement Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Balance, beginning of period | (6,205) | (3,251) | (421) | (421) | (421) | $ (421) | 0 | ||
Net income (loss) | (1,670) | (2,954) | (2,830) | (421) | |||||
Balance, end of period | $ (421) | $ (7,875) | $ (6,205) | $ (3,251) | $ (6,205) | $ (7,875) | $ (421) | ||
[1] | As previously reported and retroactively adjusted in connection with the merger. |
RESTATEMENT AND REVISION OF P_6
RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS - CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income (loss) | $ 7,124 | $ (4,790) | $ 16,059 | $ 11,269 | $ 18,393 | $ 17,043 | $ (12,214) | |
Depreciation of premises and equipment | 56 | 103 | 147 | 193 | 310 | |||
Amortization of developed software | 2,823 | 5,645 | 8,467 | 11,444 | 11,047 | |||
Amortization of other intangible assets | 80 | 160 | 240 | 321 | 664 | |||
Amortization of leased assets | 282 | 368 | 644 | 820 | 1,253 | |||
Impairment of software assets | 0 | 0 | 0 | 215 | 3,721 | |||
Share-based compensation expense | 3,139 | 5,536 | 8,019 | 11,343 | 468 | |||
Gain on fair value of private warrant liability | (6,042) | 3,056 | (15,003) | (11,947) | (17,989) | (17,225) | 0 | |
Accounts receivable, net | (1,241) | (1,525) | 197 | 872 | 1,306 | |||
Prepaid expenses and other current assets | (2,683) | 562 | 302 | 569 | 6,456 | |||
Receivable from Partner Bank | 0 | 0 | 0 | 0 | ||||
Other assets | (372) | (354) | (631) | (804) | 372 | |||
Payable to Partner Bank | 0 | 0 | 0 | 0 | ||||
Accounts payable and accrued liabilities | 2,047 | 5,474 | (115) | (1,228) | (3,572) | |||
Taxes payable | 1,679 | 1,636 | 1,103 | 1,807 | 0 | |||
Operating lease liabilities | (182) | (357) | (535) | (715) | (1,406) | |||
Deferred revenue | 2,835 | 4,336 | 3,840 | 2,888 | 10,751 | |||
Other liabilities | 0 | 0 | 0 | 0 | (3,118) | |||
Net Cash Provided by Operating Activities | 9,519 | 20,906 | 22,082 | 27,543 | 16,038 | |||
Purchase or development of internal use software | (117) | (143) | (501) | (595) | (3,947) | |||
Purchases of premises and equipment | 0 | (51) | (51) | (138) | (73) | |||
Net Cash Used in Investing Activities | (117) | (194) | (552) | (733) | (4,020) | |||
Repayments of borrowings from Partner Bank | (15,572) | (21,000) | (21,000) | (21,000) | (19,000) | |||
Capital contribution from Partner Bank | 0 | 0 | 0 | 0 | 1,385 | |||
Proceeds from Recapitalization transaction | 20,560 | 16,888 | 16,888 | 16,888 | 0 | |||
Proceeds from exercise of warrants | 0 | 0 | 0 | 17 | 0 | |||
Net Cash Used in Financing Activities | 4,988 | (4,112) | (4,112) | (4,095) | (17,615) | |||
Net Increase (Decrease) in Cash and Cash Equivalents | 14,390 | 16,600 | 17,418 | 22,715 | (5,597) | |||
Cash and cash equivalents | 20,407 | 19,589 | 17,379 | 19,589 | 20,407 | 25,704 | 2,989 | $ 8,586 |
Income taxes paid, net of refunds | 0 | 1,424 | 3,124 | 4,224 | 0 | |||
Interest paid | 119 | 178 | 178 | 178 | 0 | |||
Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction | (740) | (740) | (740) | (740) | 0 | |||
Share-based compensation expense recorded as capital contribution from Partner Bank | 0 | 0 | 0 | $ 0 | 468 | |||
As Previously Reported (Unaudited) | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income (loss) | 8,794 | (1,836) | 18,889 | 17,053 | 25,847 | (11,793) | ||
Depreciation of premises and equipment | 56 | 103 | 147 | 310 | ||||
Amortization of developed software | 2,823 | 5,645 | 8,467 | 11,047 | ||||
Amortization of other intangible assets | 80 | 160 | 240 | 664 | ||||
Amortization of leased assets | 282 | 368 | 644 | 1,253 | ||||
Impairment of software assets | 0 | 0 | 0 | 3,721 | ||||
Share-based compensation expense | 5 | 13 | 87 | 468 | ||||
Gain on fair value of private warrant liability | (6,042) | 3,056 | (15,003) | (11,947) | (17,989) | 0 | ||
Accounts receivable, net | 1,768 | (873) | 2,886 | 3,106 | ||||
Prepaid expenses and other current assets | (2,683) | 562 | 302 | 6,456 | ||||
Receivable from Partner Bank | 0 | 0 | 0 | 849 | ||||
Other assets | (372) | (354) | (631) | 372 | ||||
Payable to Partner Bank | 0 | 2,012 | 1,809 | 5,105 | ||||
Accounts payable and accrued liabilities | 3,923 | 5,618 | 105 | (3,747) | ||||
Taxes payable | 0 | 1,317 | 863 | 0 | ||||
Operating lease liabilities | (182) | (357) | (535) | (1,406) | ||||
Deferred revenue | (67) | 1,586 | (160) | 2,751 | ||||
Other liabilities | 0 | 0 | 0 | (3,118) | ||||
Net Cash Provided by Operating Activities | 9,519 | 20,906 | 22,082 | 16,038 | ||||
Purchase or development of internal use software | (117) | (143) | (501) | (3,947) | ||||
Purchases of premises and equipment | 0 | (51) | (51) | (73) | ||||
Net Cash Used in Investing Activities | (117) | (194) | (552) | (4,020) | ||||
Repayments of borrowings from Partner Bank | (15,572) | (21,000) | (21,000) | (19,000) | ||||
Capital contribution from Partner Bank | 0 | 0 | 0 | 1,385 | ||||
Proceeds from Recapitalization transaction | 20,560 | 16,888 | 16,888 | 0 | ||||
Proceeds from exercise of warrants | 0 | 0 | 0 | 0 | ||||
Net Cash Used in Financing Activities | 4,988 | (4,112) | (4,112) | (17,615) | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 14,390 | 16,600 | 17,418 | (5,597) | ||||
Cash and cash equivalents | 20,407 | 19,589 | 17,379 | 19,589 | 20,407 | 2,989 | 8,586 | |
Income taxes paid, net of refunds | 0 | 1,424 | 3,124 | 0 | ||||
Interest paid | 119 | 178 | 178 | 0 | ||||
Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction | 0 | 0 | 0 | |||||
Share-based compensation expense recorded as capital contribution from Partner Bank | 0 | 0 | 0 | 468 | ||||
Restatement Adjustments | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net income (loss) | (1,670) | (2,954) | (2,830) | (5,784) | (7,454) | (421) | ||
Depreciation of premises and equipment | 0 | 0 | 0 | 0 | ||||
Amortization of developed software | 0 | 0 | 0 | 0 | ||||
Amortization of other intangible assets | 0 | 0 | 0 | 0 | ||||
Amortization of leased assets | 0 | 0 | 0 | 0 | ||||
Impairment of software assets | 0 | 0 | 0 | 0 | ||||
Share-based compensation expense | 3,134 | 5,523 | 7,932 | 0 | ||||
Gain on fair value of private warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | ||
Accounts receivable, net | (3,009) | (652) | (2,689) | (1,800) | ||||
Prepaid expenses and other current assets | 0 | 0 | 0 | 0 | ||||
Receivable from Partner Bank | 0 | 0 | 0 | (849) | ||||
Other assets | 0 | 0 | 0 | 0 | ||||
Payable to Partner Bank | 0 | (2,012) | (1,809) | (5,105) | ||||
Accounts payable and accrued liabilities | (1,876) | (144) | (220) | 175 | ||||
Taxes payable | 1,679 | 319 | 240 | 0 | ||||
Operating lease liabilities | 0 | 0 | 0 | 0 | ||||
Deferred revenue | 2,902 | 2,750 | 4,000 | 8,000 | ||||
Other liabilities | 0 | 0 | 0 | 0 | ||||
Net Cash Provided by Operating Activities | 0 | 0 | 0 | 0 | ||||
Purchase or development of internal use software | 0 | 0 | 0 | 0 | ||||
Purchases of premises and equipment | 0 | 0 | 0 | 0 | ||||
Net Cash Used in Investing Activities | 0 | 0 | 0 | 0 | ||||
Repayments of borrowings from Partner Bank | 0 | 0 | 0 | 0 | ||||
Capital contribution from Partner Bank | 0 | 0 | 0 | 0 | ||||
Proceeds from Recapitalization transaction | 0 | 0 | 0 | 0 | ||||
Proceeds from exercise of warrants | 0 | 0 | 0 | 0 | ||||
Net Cash Used in Financing Activities | 0 | 0 | 0 | 0 | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 0 | 0 | 0 | 0 | ||||
Cash and cash equivalents | $ 0 | $ 0 | 0 | 0 | 0 | 0 | $ 0 | |
Income taxes paid, net of refunds | 0 | 0 | 0 | 0 | ||||
Interest paid | 0 | 0 | 0 | 0 | ||||
Shares issued to settle Megalith accounts payable in connection with Recapitalization transaction | (740) | (740) | (740) | |||||
Share-based compensation expense recorded as capital contribution from Partner Bank | $ 0 | $ 0 | $ 0 | $ 0 |