Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Dave Inc./DE | |
Entity Central Index Key | 0001841408 | |
Entity Tax Identification Number | 86-1481509 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40161 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 750 N. San Vicente Blvd. 900W | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 844 | |
Local Phone Number | 857-3283 | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | DAVEW | |
Security Exchange Name | NASDAQ | |
Class A common stock [Member} | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 323,539,696 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | DAVE | |
Security Exchange Name | NASDAQ | |
Class V common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,450,639 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 23,569 | $ 32,009 |
Marketable securities | 278,265 | 8,226 |
Member advances, net of allowance for unrecoverable advances of $16,340 and $11,995 as of March 31, 2022 and December 31, 2021, respectively | 61,813 | 49,013 |
Prepaid income taxes | 1,359 | 1,381 |
Deferred issuance costs | 5,131 | |
Prepaid expenses and other current assets | 10,002 | 4,443 |
Total current assets | 375,008 | 100,203 |
Property and equipment, net | 849 | 685 |
Lease right-of-use assets (related-party of $914 and $970 as of March 31, 2022 and December 31, 2021, respectively) | 2,263 | 2,702 |
Intangible assets, net | 9,090 | 7,849 |
Derivative asset on loans to stockholders | 35,253 | |
Debt facility commitment fee, long-term | 117 | 131 |
Restricted cash, net of current portion | 447 | 363 |
Total assets | 387,774 | 147,186 |
Current liabilities: | ||
Accounts payable | 13,599 | 13,044 |
Accrued expenses | 11,609 | 13,045 |
Lease liabilities, short-term (related-party of $253 and $243 as of March 31, 2022 and December 31, 2021, respectively) | 1,674 | 1,920 |
Legal settlement accrual | 3,576 | 3,701 |
Note payable | 15,051 | |
Credit facility | 20,000 | 20,000 |
Convertible debt, current | 695 | |
Interest payable, convertible notes, current | 25 | |
Other current liabilities | 8,332 | 1,153 |
Total current liabilities | 58,790 | 68,634 |
Lease liabilities, long-term (related-party of $754 and $822 as of March 31, 2022 and December 31, 2021, respectively) | 754 | 970 |
Debt facility, long-term | 35,000 | 35,000 |
Convertible debt, long-term | 99,949 | |
Warrant liabilities | 18,720 | 3,726 |
Other non-current liabilities | 121 | 119 |
Total liabilities | 213,334 | 108,449 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, par value per share $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Treasury stock | (5) | |
Additional paid-in capital | 242,135 | 86,796 |
Loans to stockholders | (15,192) | |
Accumulated deficit | (67,732) | (32,897) |
Total stockholders' equity | 174,440 | 38,737 |
Total liabilities, and stockholders' equity | 387,774 | 147,186 |
Class A common stock [Member} | ||
Stockholders' equity: | ||
Common Stock | 32 | 30 |
Class V common stock [Member] | ||
Stockholders' equity: | ||
Common Stock | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Member advances,Allowance for unrecoverable advances | $ 16,340 | $ 11,995 |
Related party lease right of use assets | 914 | 970 |
Related Party Short term lease liabilities | 253 | 243 |
Related Party long term lease liabilities | $ 754 | $ 822 |
Class A common stock [Member} | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 324,245,822 | 297,094,254 |
Common Stock, Shares, Outstanding | 324,245,822 | 297,094,254 |
Common Class V [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 48,450,639 | 48,450,639 |
Common Stock, Shares, Outstanding | 48,450,639 | 48,450,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating revenues: | ||
Revenues | $ 42,551 | $ 34,426 |
Operating expenses: | ||
Provision for unrecoverable advances | 13,785 | 3,538 |
Processing and servicing fees | 6,543 | 5,220 |
Advertising and marketing | 12,204 | 14,040 |
Compensation and benefits | 17,894 | 9,384 |
Other operating expenses | 14,798 | 12,577 |
Total operating expenses | 65,224 | 44,759 |
Other (income) expenses: | ||
Interest income | (13) | (70) |
Interest expense | 1,555 | 277 |
Legal settlement and litigation expenses | 0 | 368 |
Other strategic financing and transactional expenses | 961 | 108 |
Changes in fair value of derivative asset on loans to stockholders | 5,572 | (17,146) |
Changes in fair value of warrant liabilities | 4,065 | 2,186 |
Total other (income) expense, net | 12,140 | (14,277) |
Net (loss) income before provision (benefit) for income taxes | (34,813) | 3,944 |
Provision (benefit) for income taxes | 22 | (8) |
Net (loss) income | $ (34,835) | $ 3,952 |
Net (loss) income per share: | ||
Basic | $ (0.10) | $ 0 |
Diluted | $ (0.10) | $ 0 |
Weighted-average shares used to compute net (loss) income per share | ||
Basic | 361,939,372 | 133,243,614 |
Diluted | 361,939,372 | 340,910,349 |
Service based revenue, net [Member] | ||
Operating revenues: | ||
Revenues | $ 39,268 | $ 32,418 |
Transaction based revenue, net [Member] | ||
Operating revenues: | ||
Revenues | $ 3,283 | $ 2,008 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Currently Stated [Member] | Common stock Class A [Member] | Common stock Class A [Member]Revision of Prior Period, Adjustment [Member] | Common stock Class A [Member]Currently Stated [Member] | Series A convertible preferred stock [Member]Previously Reported [Member] | Series A convertible preferred stock [Member]Revision of Prior Period, Adjustment [Member] | Series B-1 convertible preferred stock [Member]Previously Reported [Member] | Series B-1 convertible preferred stock [Member]Revision of Prior Period, Adjustment [Member] | Series B-2 convertible preferred stock [Member]Previously Reported [Member] | Series B-2 convertible preferred stock [Member]Revision of Prior Period, Adjustment [Member] | Common stock Class V [Member] | Common stock Class V [Member]Revision of Prior Period, Adjustment [Member] | Common stock Class V [Member]Currently Stated [Member] | Common stock [Member]Previously Reported [Member] | Common stock [Member]Revision of Prior Period, Adjustment [Member] | Common stock [Member]Common stock Class A [Member] | Common stock [Member]Common stock Class V [Member] | Additional paid-in capital [Member] | Additional paid-in capital [Member]Previously Reported [Member] | Additional paid-in capital [Member]Revision of Prior Period, Adjustment [Member] | Additional paid-in capital [Member]Currently Stated [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported [Member] | Accumulated Deficit [Member]Currently Stated [Member] | Loans to stockholders [Member] | Loans to stockholders [Member]Previously Reported [Member] | Loans to stockholders [Member]Currently Stated [Member] | Treasury stock [Member] | Treasury stock [Member]Previously Reported [Member] | Treasury stock [Member]Currently Stated [Member] |
Beginning balance at Dec. 31, 2020 | $ (22,329,000) | $ 49,844,000 | $ 29,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | $ 5,000 | $ 100 | $ 5,493,000 | $ 77,632,000 | $ (12,904,000) | $ (12,904,000) | $ (14,764,000) | $ (14,764,000) | $ (154,000) | $ (154,000) | |||||||||||||||||
Beginning balance, Shares at Dec. 31, 2020 | 291,948,352 | 133,216,940 | 13,326,050 | 3,991,610 | 48,450,639 | 100,223,194 | |||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Shares) at Dec. 31, 2020 | 291,948,352 | (133,216,940) | (13,326,050) | (3,991,610) | 48,450,639 | (100,223,194) | |||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Value) at Dec. 31, 2020 | $ 72,173,000 | $ 29,000 | $ (9,881,000) | $ (49,675,000) | $ (12,617,000) | $ 5,000 | $ (100) | $ 72,139,000 | |||||||||||||||||||||||||
Issuance of ClassĀ A common stock for stock option exercises (Value) | $ 599,000 | $ 599,000 | |||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock for stock option exercises (Shares) | 1,427,875 | ||||||||||||||||||||||||||||||||
Stockholder loans interest | (68,000) | $ (68,000) | |||||||||||||||||||||||||||||||
Stock-based compensation | 1,690,000 | 1,690,000 | |||||||||||||||||||||||||||||||
Net income (loss) | 3,952,000 | $ 3,952,000 | |||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 56,017,000 | $ 29,000 | $ 5,000 | 79,921,000 | (8,952,000) | (14,832,000) | $ (154,000) | ||||||||||||||||||||||||||
Ending balance, Shares at Mar. 31, 2021 | 293,376,227 | 48,450,639 | |||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 38,737,000 | $ (33,436,000) | $ 38,737,000 | $ 30,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | $ 5,000 | $ 100 | $ 14,658,000 | $ 86,796,000 | $ (32,897,000) | $ (32,897,000) | $ (15,192,000) | $ (15,192,000) | $ (5,000) | $ (5,000) | ||||||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 297,094,254 | 133,216,940 | 13,326,050 | 3,991,610 | 48,450,639 | 104,022,678 | |||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Shares) at Dec. 31, 2021 | 297,094,254 | (133,216,940) | (13,326,050) | (3,991,610) | 48,450,639 | (104,022,678) | |||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Value) at Dec. 31, 2021 | $ 72,173,000 | $ 30,000 | $ (9,881,000) | $ (49,675,000) | $ (12,617,000) | $ 5,000 | $ (100) | $ 72,138,000 | |||||||||||||||||||||||||
Issuance of ClassĀ A common stock for stock option exercises (Value) | 1,558,000 | 1,558,000 | |||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock for stock option exercises (Shares) | 3,336,683 | ||||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock pursuant to the PIPE financing (Value) | 210,001,000 | $ 2,000 | 209,999,000 | ||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock pursuant to the PIPE financing (Shares) | 21,000,000 | ||||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock pursuant to the Merger Agreement (Value) | (17,019,000) | $ 1,000 | (17,020,000) | ||||||||||||||||||||||||||||||
Issuance of ClassĀ A common stock pursuant to the Merger Agreement (Shares) | 8,351,359 | ||||||||||||||||||||||||||||||||
Exercise of SeriesĀ B-1Ā preferred stock warrants, net of settlement (Value) | 3,365,000 | 3,365,000 | |||||||||||||||||||||||||||||||
Exercise of SeriesĀ B-1Ā preferred stock warrants, net of settlement (Shares) | 450,841 | ||||||||||||||||||||||||||||||||
Conversion of 2019 convertible notes and accrued interest to ClassĀ A common stock(Value) | 720,000 | 720,000 | |||||||||||||||||||||||||||||||
Conversion of 2019 convertible notes and accrued interest to ClassĀ A common stock(Shares) | 225,330 | ||||||||||||||||||||||||||||||||
Repurchase of ClassĀ A common stock (Value) | 1,583,000 | (1,588,000) | $ 5,000 | ||||||||||||||||||||||||||||||
Repurchase of ClassĀ A common stock (Shares) | (198,505) | ||||||||||||||||||||||||||||||||
Exercise of warrant for ClassĀ A common stock (Shares) | 110 | ||||||||||||||||||||||||||||||||
Stockholder loans interest | (12,000) | (12,000) | |||||||||||||||||||||||||||||||
Exercise of derivative asset and paydown of stockholder loans (Value) | (29,682,000) | $ (1,000) | (44,885,000) | $ 15,204,000 | |||||||||||||||||||||||||||||
Exercise of derivative asset and paydown of stockholder loans (Shares) | (6,014,250) | ||||||||||||||||||||||||||||||||
Stock-based compensation | 3,190,000 | 3,190,000 | |||||||||||||||||||||||||||||||
Net income (loss) | (34,835,000) | (34,835,000) | |||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 174,440,000 | $ 32,000 | $ 5,000 | $ 242,135,000 | $ (67,732,000) | ||||||||||||||||||||||||||||
Ending balance, Shares at Mar. 31, 2022 | 324,245,822 | 48,450,639 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net (loss) income | $ (34,835) | $ 3,952 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,158 | 2,812 |
Provision for unrecoverable advances | 13,785 | 3,538 |
Changes in fair value of derivative assets | 5,572 | (17,146) |
Changes in fair value of warrant liabilities | 4,065 | 2,186 |
Stock-based compensation | 3,190 | 1,694 |
Non-cash interest | (63) | (68) |
Non-cash lease expense | (23) | (2) |
Changes in fair value of marketable securities | 76 | (2) |
Changes in operating assets and liabilities: | ||
Member advances | (26,585) | 4,987 |
Prepaid income taxes | 22 | 788 |
Prepaid expenses and other current assets | (4,847) | (497) |
Accounts payable | 2,489 | 238 |
Accrued expenses | (1,039) | 1,609 |
Income taxes payable | 0 | |
Legal settlement accrual | (125) | |
Other current liabilities | (321) | (1,450) |
OtherĀ non-currentĀ liabilities | 2 | (23) |
Interest payable, convertible notes | 3 | |
Net cash (used in) provided by operating activities | (37,479) | 2,619 |
Investing activities | ||
Payments for internally developed software costs | (2,258) | (3,298) |
Purchase of property and equipment | (228) | (5) |
Purchase of marketable securities | (302,115) | (2) |
Sale of marketable securities | 32,000 | 3,915 |
Net cash (used in) provided by investing activities | (272,601) | 610 |
Financing activities | ||
Repayment on line of credit | (3,910) | |
Proceeds from PIPE offering | 195,000 | |
Proceeds from escrow account, net of redemptions | 29,688 | |
Payment of issuance costs | (22,944) | (120) |
Proceeds from issuance of common stock for stock option exercises | 1,563 | 599 |
Repurchase of common stock | (1,583) | |
Proceeds from borrowings on convertible debt | 100,000 | |
Proceeds from borrowings on debt and credit facilities | 19,000 | |
Net cash provided by financing activities | 301,724 | 15,569 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (8,356) | 18,798 |
Cash and cash equivalents and restricted cash, beginning of the period | 32,372 | 5,069 |
Cash and cash equivalents and restricted cash, end of the period | 24,016 | 23,867 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible preferred stock to ClassĀ A common stock in connection with the reverse recapitalization | 72,173 | |
Recapitalization transaction costs liability incurred | 7,500 | |
Conversion of convertible notes and accrued interest to ClassĀ A common stock in connection with the reverse recapitalization | 720 | |
Conversion ofĀ B-1Ā Warrants to ClassĀ A common stock in connection with the reverse recapitalization | 3,365 | |
Discharge of PIPE promissory note in connection with the reverse recapitalization | 15,000 | |
Supplemental disclosure of cash (received) paid for: | ||
Income taxes | (2) | (776) |
Interest | 1,392 | 269 |
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet with the same as shown in the condensed consolidated statement of cash flows. | ||
Cash and cash equivalents | 23,569 | 23,438 |
Restricted cash | 447 | 429 |
Total cash, cash equivalents, and restricted cash, end of period | $ 24,016 | $ 23,867 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Nature of Business | Note 1 Organization and Nature of Business Overview Dave Inc. (āDaveā or the āCompanyā), a Delaware corporation, with headquarters located in West Hollywood, California, is a financial services company. Dave was originally incorporated in the State of Delaware on January 14, 2021 as a special purpose acquisition company under the name VPC Impact Acquisition Holdings III, Inc. (āVPCCā) and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business. Dave offers a suite of innovative financial products aimed at helping Members improve their financial health. The Companyās budgeting tool helps Members manage their upcoming bills to avoid overspending. To help Members avoid punitive overdraft fees and access short-term liquidity, Dave offers cash advances through its flagship 0% interest ExtraCash product. Dave also helps Members generate extra income for spending or emergencies through Daveās Side Hustle product, where Dave presents Members with supplemental work opportunities. Through Dave Banking, the Company provides a modern checking account experience with valuable tools for building long-term financial health. Insights: As spending and earning dynamics have become more complex over time, the Company offers a personal financial management tool to support Members with budgeting, wherever someone banks. These insights help people to manage their income and expenses between paychecks, helping them to spend and save in a smarter way and avoid liquidity jams that may cause them to overdraft. ExtraCash: Many Americans are often unable to maintain a positive balance between paychecks, driving a reliance on overdraft, payday loans, auto title loans and other forms of expensive credit to put food on the table, gas in their car or pay for unexpected emergencies. For example, traditional banks charge up to $34 for access to as little as $5 of overdraft, whereas many others in the financial services sector donāt allow for overdraft at all. Dave invented a free overdraft and short-term credit alternative called ExtraCash, which allows Members to advance funds to their account and avoid a fee altogether. Members may receive an advance of up to $250. Side Hustle: Dave seeks to help Members improve their financial health by presenting new job opportunities to them. Through Daveās partnership with leading employers Members can quickly submit applications and improve their income with flexible employment. Members have generated more than $157 million of new income through applications submitted using Daveās Side Hustle product since it was launched in 2018. Dave Banking: Dave offers a full-service digital checking account through its partnership with Evolve Bank and Trust. (āEvolveā), an Arkansas-based, nationally chartered bank owned by Evolve Bancorp Inc. The Company does not have overdraft and minimum balance fees, we allow for early paycheck payment and help Members build credit with their rent and utility payments. Dave Banking Members also have access to Insights and higher ExtraCash limits. Business Combination On January 5, 2022 (the āClosing Dateā), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the āBusiness Combination Agreementā), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as āLegacy Daveā), VPCC, Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned Subsidiaries of VPCC (āFirst Merger Subā), and Bear Merger Company II LLC, a Delaware limited liability company and a direct wholly owned Subsidiaries of VPCC (āSecond Merger Subā). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the āFirst Mergerā), with Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the āSurviving Corporationā), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the āSecond Mergerā, the Second Merger together with the First Merger, the āMergersā and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the āBusiness Combinationā or the āTransactionsā), with Second Merger Sub (such entity, following the Second Merger, the āSurviving Entityā) surviving the Second Merger as a wholly owned subsidiary of VPCC. Following the Mergers, āVPC Impact Acquisition Holdings III, Inc.ā was renamed āDave Inc.ā and the Surviving Entity was renamed āDave Operating LLCā. On January 5, 2022, the holders of (a) Legacy Dave capital stock and (b) Legacy Daveās options to purchase Legacy Dave capital stock pursuant to Legacy Daveās stock plan (the āLegacy Dave Optionsā), received aggregate merger consideration, consisting o f shares of Class A common stock of the Company, par value per share (the āClass A Common Stockā) and 48,450,639 shares of Class V common stock of the Company, par value per share (the āClass V Common Stockā, and together with the Class A Common Stock, the āCommon Stockā). The Companyās Class A Common Stock is now listed on the Nasdaq Global Market under the symbol āDAVEā, and warrants to purchase the Class A Common Stock at an exercise price of $11.50 per share are listed on Nasdaq under the symbol āDAVEWā. The audited financial statements included in Daveās Annual Report on 10-K The audited financial statements of Legacy Dave are included in Form 8-K/A filed with the SEC on March 25, 2022 prior to the consummation of the Business Combination and the name change. COVID-19 There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (āCOVID-19ā), COVID-19 Beginning in March 2020, Daveās COVID-19, COVID-19 COVID-19 the Companyās |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (āU.S. GAAPā) for interim financial information and are unaudited. These unaudited condensed consolidated financial statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with U.S. GAAP and should be read in conjunction with the Companyās consolidated financial statements. The accompanying unaudited (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Companyās Current Report on Forms 10-K and 8-K/A, both dated March 24, 2022, that were filed with the Securities and Exchange Commission. In the opinion of the Company, in addition to the adjustments to record the business combination (the āBusiness Combinationā) between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholdersā equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period. Subsequent events are events or transactions that occur after the condensed consolidated balance sheet date, but before condensed consolidated financial statements are available to be issued. The Company recognizes in the condensed consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the condensed consolidated balance sheet, including the estimates inherent in the process of preparing the condensed consolidated financial statements. The Companyās condensed consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the condensed consolidated balance sheet but arose after the condensed consolidated balance sheet date and before the condensed consolidated financial statements were available to be issued. Retroactive Application of Reverse Recapitalization As discussed further in Note 3, The Reverse Recapitalization and Related Transactions In addition, the Company recasts the stock class and issued and outstanding number of shares, exercise prices of options and warrants for each balance sheet period presented in these Condensed Consolidated Financial Statements and the accompanying notes. Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholdersā Equity (Deficit) Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Series A preferred stock Legacy Dave were automatically converted into Legacy Dave common stoc B-1 B-2 Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations Furthermore, based on the retroactive application of the reverse recapitalization to the Companyās Condensed Consolidated Statements of Convertible Preferred Stock and Stockholdersā Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021. The basic and diluted weighted-average Legacy Dave Common Stock were retroactively converted to Class A Common Stock and Class V Common Stock using the Exchange Ratio to conform to the recast period (see Note 2, Net (Loss) Income Per Share Attributable to Stockholders, for additional information). Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets Finally, to conform to the retroactive application of recapitalization to the Companyās Condensed Consolidated Statements of Stockholdersā Equity, the Company reclassified the $9,881 of Legacy Dave Series A convertible preferred stock, $49,675 of Legacy Dave Series B-1 B-2 paid-in Principles of Consolidation The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. Variable Interest Entities The Company is considered the primary beneficiary of Dave OD, as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave ODās assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet as of March 31, 2022, are as follows: Assets Cash and cash equivalents $ 15,484 Member advances, net of allowance for unrecoverable advances of $1,827 as of March 31, 2022 46,977 Debt and credit facility commitment fee, current 358 Debt facility commitment fee, long-term 117 Total assets $ 62,936 Liabilities Credit facility 20,000 Debt facility $ 35,000 Total liabilities $ 55,000 Use of Estimates The preparation of these condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Companyās estimates are based on its historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Companyās critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) allowance for unrecoverable advances; (ii) realization of tax assets and estimates of tax liabilities; (iii) valuation of equity securities; (iv) fair value of derivatives; (v) valuation of note payable and (vi) fair value of warrant liabilities. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under Accounting Standards Codification (āASCā) 310 Receivables (āASC 310ā). The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. Express processing fees apply when a Member requests an expedited cash advance. At the Memberās election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request. Express fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the periods ended March 31, 2022 and 2021, was $0.9 million and $0.9 million, respectively. The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Companyās application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Companyās contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Companyās Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members use the application to sign up for jobs with the Companyās various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors. The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Daveās Checking Product, net of ATM-related ATM-related ere Processing and Servicing Fees Processor fees consist of fees paid to the Companyās processors for the recovery of advances, tips, processing fees, and subscriptions. These expenses also include fees paid for services to connect Memberās bank accounts to the Companyās application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. Marketable Securities Marketable securities consist of a money market mutual fund. The fair value of marketable securities is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in outstanding Member advances. Management currently estimates the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors. Interpretations of past cash recovery patterns and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the condensed consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the condensed consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within Other general and administrative expenses in the condensed consolidated statements of operations. Capitalized costs for the three month periods ended March 31, 2022 and 2021, w ere Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. Amortization expense for the three month periods ended March 31, 2022 and 2021, was approximately $1.0 and $0.6 million, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows. Warrants The Company reviewed the terms of warrants to purchase its Common Stock to determine whether warrants should be classified as liabilities or stockholdersā equity in its condensed consolidated balance sheet. In order for a warrant to be classified in stockholdersā equity, the warrant must be (a) indexed to the Companyās equity and (b) meet the conditions for equity classification in Accounting Standards Codification (āASCā) Subtopic 815-40, Derivatives and Hedging ā Contracts in an Entityās Own Equity. As the warrants do not meet the conditions for equity classification, they are carried on the consolidated balance sheet as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). Fair Value of Financial Instruments ASC 820, Fair Value Measurement Level 1āQuoted prices in active markets for identical assets or liabilities. Level 2āObservable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3āValuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect managementās best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 278,265 $ ā $ ā $ 278,265 Total assets $ 278,265 $ ā $ ā $ 278,265 Liabilities Warrant liabilitiesāpublic warrants $ 9,294 $ ā $ ā $ 9,294 Warrant liabilitiesāprivate placement warrants $ ā $ ā $ 9,426 $ 9,426 Total liabilities $ 9,294 $ ā $ 9,426 $ 18,720 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ ā $ ā $ 8,226 Derivative asset on loans to stockholders ā ā 35,253 35,253 Total assets $ 8,226 $ ā $ 35,253 $ 43,479 Liabilities Warrant liability $ ā $ ā $ 3,726 $ 3,726 Note payable ā ā 15,051 15,051 Total liabilities $ ā $ ā $ 18,777 $ 18,777 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, net, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the debt facility, convertible debt, and line of credit approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Companyās investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned. Derivative Asset Related to Loans to Stockholders: In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Companyās Common Stock, held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of the date of the Business Combination, the exercise price per share was approximately $3.42. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Companyās shares per ASC 815, Derivatives and Hedging non-recourse A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at March 31, 2022 $ ā The Company used a probability-weighted expected return method (āPWERMā) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 12, Debit and Credit Facility all , A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the year (361 ) Exercise of warrant (3,365 ) Ending value at March 31, 2022 $ ā The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1-0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 10 Notes Payable 825-10. 815-15-25-1 p n Note 3 The Reverse Recapitalization and Related Transactions . A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the year (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at March 31, 2022 $ ā Public Warrants: As discussed further in Note 11 non-cash A rollfoward table is not necessary here as these Level 1 public warrants have quoted prices in active markets for identical assets or liabilities. Private Warrants: As discussed further in Note 11 Warrant Liabilities non-cash A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ ā Initial fair value at the merger date 6,681 Change in fair value during the period 2,745 Ending value at March 31, 2022 $ 9,426 March 31, 2022 Exercise Price $ 11.50 Expected Volatility 43.8% Risk-free interest rate 2.4% Remaining term 4.76 years Dividend yield 0% There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. Fair Value of Common Stock Up until the Closing of the Business Combination in which the Company became publicly traded on Nasdaq, the Company was required to estimate the fair value of the Common Stock underlying the Companyās share-based awards. The fair value of the Common Stock underlying the Companyās stock-based awards was determined, in each case, based on a valuation model as discussed further below, and was approved by the Companyās Board of Directors. The Companyās Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant. In the absence of a public market for the Common Stock prior to the date of the Business Combination, the valuation of the Common Stock was determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using the option pricing method. The valuation was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including: ā¢ Historical financial performance; ā¢ The Companyās business strategy; ā¢ Industry information, such as external market conditions and trends; ā¢ Lack of marketability of the Common Stock; ā¢ Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (āSPACā) merger, or strategic sale given prevailing market conditions and the nature and history of the Companyās business; ā¢ Prices, privileges, powers, preferences, and rights of the convertible preferred stock relative to those of the Common Stock; ā¢ Forecasted cash flow projections for the Company; ā¢ Publicly traded price of the SPAC; ā¢ Primary preferred stock financings and secondary common stock transactions of the Companyās equity securities; ā¢ Lack of marketability/illiquidity of the common stock underlying the Companyās stock-based awards involving securities in a private company; and ā¢ Macroeconomic conditions. The assumptions underlying these valuations represented managementās best estimate, which involved inherent uncertainties and the application of managementās judgment. The probability of a liquidity event and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Companyās stock-based compensation expense could have been materially different. During 2019 and 2020, the Companyās estimated fair value of its Common Stock remained relatively consistent, fluctuating between $0.935 per share as of August 5, 2019 (āAugust 2019 Valuationā), and $0.981 per share as of August 30, 2020 (āAugust 2020 Valuationā). The August 2019 Valuation and August 2020 Valuation utilized the income and market approaches in estimating the fair value. The fair value of the Companyās common stock was estimated to be $0.935 per share as of August 5, 2019 (āAugust 2019 Valuationā) and $0.981 per share as of August 30, 2020 (āAugust 2020 Valuationā). In 2021, the Companyās management team first contemplated a SPAC Transaction, which was incorporated in the June 7, 2021 valuation that resulted in a fair value for Daveās common stock o f $8.67 per share (āJune 2021 Valuationā). The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021 that resulted in a fair value for Daveās common stock of $10.80 per share (āOctober 2021 Valuationā). The August 2019 Valuation and August 2020 Valuations were completed prior to the contemplation of the Business Combination, and at the time of these valuations management did not expect a near-term exit. The August 2019 Valuation was performed at the time of the close of Daveās Series B-1 B-2 The June 2021 Valuation and October 2021 Valuation both used the hybrid method, wherein a PWERM incorporated an expected near-term SPAC exit scenario as well as an OPM. The OPM was used to model the value of common stock in a delayed exit/stay private scenario. Total equity values for each scenario management identified were estimated as of the measurement date. The delayed exit/stay private scenario total equity value was estimated using the discounted cash flow method under the income approach and the GPCM under the market approach. The total equity value in the SPAC Transaction scenario included in the June 2021 Valuation was determined based on the expected Business Combination pre-money The increase in the fair value of the Companyās common stock between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to the Companyās progress towards completing the Business Combination that was not known or knowable at the earlier valuation dates. As previously discussed, the August 2019 Valuation utilized the Series B financing to determine the value of common stock in a single OPM. The August 2020 Valuation relied upon the GPCM with valuation multiples selected considering the implied multiples per share in the October 2021 Valuation resulted primarily from an increase in the probability of the near-term SPAC Transaction pre-money pre-money Combination. Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Companyās cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (āFDICā) insured limits were approximately $ 23.5 No Member individually exceeded 10% or more of the Companyās Member cash advances balances as of December 31, 2021 and 2020. Leases ASC 842, Leases (āASC 842ā) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding right-of-use asset. Right-of-use assets represent the Companyās right to use an underlying asset for the lease term and lease liabilities represent the Companyās obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term. The Company leases office space under three separate leases, all of which are considered operating leases. One lease includes the option to renew and the exercise of the renewal option is at the Companyās sole discretion. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (āIBRā) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Companyās leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Loans to Stockholders In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation (āASC 718ā), requires the estimate of the fair value of all stock-based payments to employees, including grants of stock options, to be recognized in the statement of operations over the requisite service period. Under ASC 718, employee option grants are generally valued at the grant date and those valuations do not change once they have been established. The fair value of each option award is estimated on the grant date using the Black-Scholes Option Pricing Model. As allowed by ASC 718, the Companyās estimate of expected volatility is based on its peer company average volatilities, including industry, stage of life cycle, size, and financial leverage. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant valuation. The Company recognizes forfeitures as they occur. Restricted Stock Awards: Restricted stock awards (āRSAsā) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Companyās Common Stock on the grant date. This compensation cost is recognized over the requisite service period. When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date). The service inception date is the beginning of the requisite service pe |
The Reverse Recapitalization an
The Reverse Recapitalization and Related Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization And Related Transactions [Abstract] | |
The Reverse Recapitalization and Related Transactions | Note 3 The Reverse Recapitalization and Related Transactions On the Closing Date, the Company consummated the previously announced mergers contemplated by the Business Combination Agreement. In connection with the closing of the Business Combination, the Company changed the name from āVPC Impact Acquisition Holdings III, Inc.ā to āDave Inc.,ā and the Surviving Entity operates under the name āDave Operating LLC.ā Upon the consummation of the Business Combination, in accordance with the terms and conditions of the Business Combination Agreement, all issued and outstanding Legacy Dave common stock was converted into shares of Common Stock at the Exchange Ratio. At closing, VPCC transaction costs of $22.6 million were paid, which reduced the proceeds from VPCC and reduced APIC. Additionally, $5.1 million of the costs were capitalized and included within deferred issuance costs in the consolidated balance sheet for the years ended December 31, 2021, and reduced APIC at closing. The remaining $7.5 million in transaction costs were accrued for at closing. Upon closing the Business Combination, Legacy Dave receiv non-redeemed Upon consummation of the Business Combination, the shares of Legacy Dave held by Legacy Dave shareholders converted into 342,638,866 shares of Common Stock, including 294,188,227 shares of Class A Common Stock and 48,450,639 shares of Class V Common Stock. While the legal acquirer in the Business Combination was VPCC, for accounting and financial reporting purposes under U.S. GAAP, Legacy Dave is the accounting acquirer and the Business Combination was accounted for as a āreverse recapitalization.ā A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Dave in many respects. Under this method of accounting, VPCC was treated as the āacquiredā company. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Dave became the historical consolidated financial statements of Dave, and VPCCās assets and liabilities were consolidated with Legacy Daveās on the Closing Date. Operations prior to the Business Combination are presented as those of Dave in reports subsequent to the Closing Date. The net assets of VPCC were recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions): Cash $ 202.0 Other assets 0.7 Accrued expenses (0.2 ) Warrant liability - public (7.6 ) Warrant liability - private (6.7 ) Net assets acquired $ 188.3 Additionally, as part of the recapitalization, 5,392,528 shares of VPCC Class A common stock held by founders of VPCC (the āFounder Holdersā) were exchanged with 5,392,528 shares of Dave Class A Common Stock; 1,586,037 (or āFounder Holder Earnout Sharesā) of which will be subject to forfeiture if the vesting condition is not met over th e five year term following the Closing Date as follows: Sixty percent (60%) of the Founder Holder Earnout Shares (951,622 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event I, which is defined as the first date on which the Common Share Price is equal to or greater than twelve dollars and fifty cents ($12.50) after the Closing Date, but within the Earnout Period (as defined in the Business Combination (i) in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least twelve dollars and fifty cents ($12.50) to each share of Class A Common Stock (as agreed in good faith by the Sponsor and the Board), then Triggering Event I shall be deemed to have occurred and; (ii) in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Business C Business Combination The remaining Founder (iii) in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least fifteen dollars ($15.00) to each share of Class A Common Stock (as agreed in good faith by Sponsor and the Board), then Triggering Event II shall be deemed to have occurred and; (iv) in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price threshold (i.e., fifteen dollars ($15.00)) will, for all purposes of the Business Combination The earnout shares were recognized at fair value upon the closing of the Business Combination and classified in stockholdersā equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance of the Founder Holder Earnout Shares will be treated as a deemed dividend and since Dave does not have retained earnings, the issuance will be recorded within APIC and have a net nil impact on APIC. Pursuant to the terms of the Business Combination B-1 B-2 Concurrently with the execution of the Business Combinati on million in gross cash proceeds (the āPIPE Financingā). On August 17, 2021 Alameda Research, a Subscription Investor agreed to pre-fund The number of shares of Common Stock issued immediately following the consummation of the Business Combination were as follows: Class A Class V Common stock outstanding on December 31, 2021 92,436,304 48,450,639 Common stock activity between December 31, 2021 and January 5, 2022 Exercise of derivative asset and paydown of stockholder loans (6,014,250 ) ā Issuance of Class A common stock for stock option exercises 2,630,557 ā Repurchase of Class A common stock (198,505 ) ā Common stock outstanding prior to the Business Combination 88,854,106 48,450,639 Conversion of preferred stock to Class A common stock 204,657,950 ā Common stock attributable to VPCC 2,958,831 ā Adjustment related to Reverse Recapitalization* 207,616,781 ā Founder Holder s 5,392,528 ā Conversion of 2019 convertible notes and accrued interest to Class A common stock 225,330 ā Exercise of Series B-1 preferred stock warrants, net of settlement 450,841 ā Issuance of Class A common stock pursuant to the PIPE financing 21,000,000 ā Total shares of common stock as of closing of Business Combination and related transactions 323,539,586 48,450,639 * The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $188.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. There were 32,078,481 New Dave options outstanding immediately after the Business Combination. Following the Business Combination, New Dave warrants to purcha se 11,444,235 shares of Class A common stock, consisting of (i) 6,344,131 public warrants listed on the Nasdaq and (ii) 5,100,214 private warrants, each with an exercise price of $11.50 per share, remained outstanding. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 4 Marketable Securities Below is a detail of marketable securities (in thousands): March 31, 2022 December 31, 2021 Marketable securities $ 278,265 $ 8,226 Total $ 278,265 $ 8,226 The Companyās marketable securities consisted of investments in a money market mutual fund. At March 31, 2022 and December 31, 2021, the money market instruments were comprised of primarily certificates of deposit and financial company/asset backed commercial paper. At March 31, 2022, the investment portfolio had a weighted-average maturity of 16 days. The fund is publicly traded with a ticker symbol SSPXX and the money market instruments were measured at fair market value at March 31, 2022. At December 31, 2021, the investment portfolio had a weighted-average maturity of 46 days. The fund is publicly traded with a ticker symbol SPPXX and the money market instruments were measured at fair market value at December 31, 2021. Proceeds from sales and purchases of marketable securities during the three months ended March 31, 2022, were approximately $32.0 million and $302.1 million, respectively. Proceeds from sales and purchases of marketable securities during the three months ended March 31, 2021, were approximately $3.9 million and $0.002 million, respectively. The amount of loss recorded in connection with the investment in marketable securities for the three months ended March 31, 2022, was approximately $0.076 million and was recorded as a component of interest expense in the condensed consolidated statements of operations. The amount of gain recorded in connection with the investment in marketable securities for the three months ended March 31, 2022, was approximately $0.002 million and was recorded as a component of interest income in the condensed consolidated statements of operations. |
Member Cash Advances, Net
Member Cash Advances, Net | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Member Cash Advances, Net | Note 5 Member Cash Advances, Net Below is a detail of Member cash advances, net as of March 31, 2022 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 48,659 $ (1,658 ) $ 47,001 11-30 14,400 (3,812 ) 10,588 31-60 5,715 (3,554 ) 2,161 61-90 5,438 (4,086 ) 1,352 91-120 3,941 (3,230 ) 711 Total $ 78,153 $ (16,340 ) $ 61,813 Below is a detail of Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 Member advances, net, represent outstanding advances, tips, and processing fees, net of direct origination costs, less an allowance for unrecoverable advances. The roll-forward of the allowance for unrecoverable advances is as follows (dollars in thousands): Opening allowance balance at January 1, 2022 $ 11,995 Plus: provision for unrecoverable advances 13,785 Less: amounts written-off (9,440 ) Ending allowance balance at March 31, 2022 $ 16,340 Opening allowance balance at January 1. 2021 $ 12,580 Plus: provision for unrecoverable advances 3,538 Less: amounts written-off (7,675 ) Ending allowance balance at March 31, 2021 $ 8,443 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6 Property and Equipment, n Property and Equipment, Net consisted of the following (dollars in thousands): March 31, 2022 December 31, 2021 Computer equipment $ 916 $ 664 Leasehold improvements 384 384 Furniture and fixtures 14 14 Total property and equipment 1,314 1,062 Less: accumulated depreciation (465 ) (377 ) Property and equipment, net $ 849 $ 685 Depreciation expense for the three months ended March 31, 2022 and 2021, was approximately $0.04 million and $0.09 million, respectively. As of March 31, 2022 the Company had no outstanding commitments for the purchase of property and equipment and as of December 31, 2021, the Company had outstanding commitments for the purchase of property and equipment totaling approximately $0.03 million. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 6 Intangible Assets, Net The Companyās Intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Accumulated Net Book Value Internally developed software 3.0 Years $ 15,367 $ (6,357 ) $ 9,010 $ 13,109 $ (5,342 ) $ 7,767 Domain name 15.0 Years 121 (41 ) 80 121 (39 ) 82 Intangible assets, net $ 15,488 $ (6,398 ) $ 9,090 $ 13,230 $ (5,381 ) $ 7,849 The future estimated amortization expenses as of March 31, 2022, were as follows (in thousands): 2022 (remaining) $ 3,269 2023 3,604 2024 2,034 2025 133 2026 8 Thereafter 42 Total future amortization $ 9,090 Amortization expense for the three months ended March 31, 2022 and 2021, was approximately $1.0 million and $0.6 million, respectively. No impairment charges were recognized related to long-lived assets for the three months ended March 31, 2022 and 2021. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 Accrued Expenses Accrued expenses consisted of the following (dollars in thousands): March 31, 2022 December 31, 2021 Accrued charitable contributions 5,868 $ 7,164 Accrued compensation 2,282 1,522 Sales tax payable 1,088 1,208 Accrued professional and program fees 1,494 2,163 Other 877 988 Total $ 11,609 $ 13,045 Accrued charitable contributions include amounts the Company has pledged related to charitable meal donations. The Company uses a portion of tips received to make a charitable cash donation to third parties who use the funds to provide meals to those in need. For the three month periods ended March 31, 2022 and 2021, the Company pledged approximately $1.0 million (unaudited) and $1.2 million (unaudited) related to charitable donations, respectively. These costs are expensed as incurred and are presented within other general and administrative expenses in the condensed consolidated statements of operations. Accrued compensation includes accrued bonuses and one half of the portion of employer Social Security payroll taxes deferred under the CARES Act. Other accrued expenses include accrued professional fees, legal fees, and accrued banking and program fees. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 8 Line of Credit In November 2017, the Company entered into a line of credit agreement with UBS (the āUBS Agreementā). Issuance costs related to this transaction were not significant. There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point. During 2021, the Company repaid $3.9 million and the UBS Agreement was terminated in March 2021. |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 9 Convertible Note Payable On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (āPurchase Agreementā) with FTX Ventures Ltd., (the āPurchaserā) owner of FTX US (āFTXā), providing for the purchase and sale of a Convertible Note in the initial principal amount of $ 100.0 3.00 th st in-kind Forty-eight months During the term of the Note, the Note will be convertible into shares of the Companyās Class A Common Stock, at the option of the Purchaser, upon delivery on one or more occasions of a written notice to the Company electing to convert the Note or all of any portion of the outstanding principal amount of the Note. The initial conversion price of the Note is $10.00 per share of Common Stock (the āConversion Priceā). The Conversion Price of the Note is subject to adjustment for stock splits, dividends or distributions, recapitalizations, spinoffs or similar transactions. The Note and the shares of Common Stock issuable upon conversion of the Note have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements. Beginning on the twenty-four-month anniversary of the Issuance Date continuing until the Maturity Date, if the closing price of the Common Stock equals or exceeds 175% of the Conversion Price for 20 out of the 30 consecutive trading days ending immediately preceding the delivery of the notice of the Companyās election to convert the Note, the Note will be convertible into shares of Common Stock at the option of the Company, upon delivery of a written notice to the Purchaser electing to convert the Note or all or any portion of the outstanding principal amount of the Note. At any time prior to the Maturity Date, the Company may, in its sole discretion and upon delivery of a written notice to the Purchaser electing to prepay the Note, prepay the Note without penalty by paying the Purchaser 100% of the Redemption Price. Once the Redemption Price has been delivered to the Purchaser, the Note will be cancelled and retired. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 10 Note Payable In August 2021, VPCC entered into an amendment to the private investment in public equity (āPIPEā) subscription agreement (āPIPE Amendmentā) it previously entered into with Alameda Research Ventures LLC (āAlameda Researchā) in connection with the proposed business combination with the Company (refer to Note 1, Organization and Nature of Business 15.0 pre-funding, 1.5 one-year The Company has elected to measure the note payable debt instrument at fair value using the fair value option of ASC 825-10. 815-15-25-1 P N 0 15.0 p n 1,500,000 Note 3 The Reverse Recapitalization and Related Transactions . |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | Note 11 Warrant Liabilities As of March 31, 2022, there were 6,344,021 public warrants (āPublic Warrantsā) outstanding an d 5,100,214 private placement warrants (āPrivate Warrantsā) outstanding. The Company determined the warrants do not meet the conditions for equity classification in accordance with ASC 815-40. The Company recorded the Public Warrants and Private Warrants on the condensed consolidated balance sheet as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the units into their component parts upon the closing of the Business Combination and only whole Public Warrants trade. The Public Warrants are exercisable, provided that the Company continues to have an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company filed a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and the Private Warrants. If the Companyās shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a ācovered securityā under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a ācashless basisā in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants and the Private Warrants have an exercise price o f $11.50 per share, subject to adjustments and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds :āOnce the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: ā¢ in whole and not in part; ā¢ at a price of $0.01 per warrant; ā¢ upon a minimum of 30 18.00 20 30-trading third The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. Redemption of Public Warrants for when the price per share of Class A Common Stock equals or exceed s $10.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ā¢ in whole and not in part; ā¢ at $0.10 per warrant upon a minimum of 30 daysā prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the āfair market valueā (as defined below) of the Class A Common Stock; and ā¢ if, and only if, the closing price of Class A Common Stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading three If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a ācashless basis,ā as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Placement Warrants will be non-redeemable so long as they are held by VPC Impact Acquisition Holdings Sponsor III, LLC, which was the sponsor of VPCC and an affiliate of certain of VPCCās officers and directors prior to the Business Combination, (the āSponsorā) or its permitted transferees. If the Private Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Contemporaneously with the execution of the Debt Facility, the Company issued warrants to the Lenders as consideration for entering into the Debt Facility, representing a loan commitment fee. The warrants vest and become exercisable based on the Companyās aggregated draw on the Debt Facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth anniversary of the occurrence of a qualified financing event and (ii) the consummation of a liquidity event. The holders of the warrants have the ability to exercise their right to acquire a number of common shares equal to 0.2% of the fully diluted equity of the Company as of the closing date (āEquity Closing Dateā) of the Companyās next equity financing with proceeds of at least $40.0 million (āQualified Financing Eventā) or immediately prior to the consummation of a liquidity event. The exercise price of the warrants is the greater of (i) 80% of the fair market value of each share of Common Stock at the Equity Closing Date and (ii) $3.752050 per share, subject to certain down-round adjustments. The warrants meet the definition of a derivative under ASC 815 and will be accounted for as a liability at fair value and subsequently remeasured to fair value at the end of each reporting period with the changes in fair value recorded in the condensed consolidated statement of operations. The initial offsetting entry to the warrant liability was an asset recorded to reflect the loan commitment fee. The loan commitment fee asset will be amortized to interest expense over the commitment period of four years. The Company estimated the fair value of the warrants at the issuance date to be $0.1 million using the Black-Scholes option-pricing model. Determining the fair value of these warrants under this model requires subjective assumptions. These estimates involve inherent uncertainties and the application of managementās judgment. Immediately prior to the close of the Business Combination, all, or 1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Daveās Class A Common Stock after applying an exchange ratio of 1.354387513 pursuant to the terms of the Business Combination. |
Debt and Credit Facility
Debt and Credit Facility | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facility | Note 12 Debt and Credit Facility In January 2021, Dave OD Funding I, LLC (āBorrowerā) entered into a Senior Secured Loan Facility (the āDebt Facilityā) with Victory Park Management, LLC (āAgentā), allowing the Borrower to draw up to $100 million from various lenders associated with Victory Park Management, LLC (the āLendersā). The Debt Facility has an interest rate of 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. Interest is payable monthly in arrears. The Debt Facility has certain financial covenants, including a requirement to maintain a minimum cash, cash equivalents, or marketable securities balance of $10.0 million and as of March 31, 2022, the Company was in compliance with all covenants. Payments of the loan draws are due at the following dates: (i) within five business days after the date of receipt by the Borrower and the Company (āCredit Partyā) or any of their subsidiaries of any net cash proceeds in excess of $250 thousand in the aggregate during any fiscal year from any asset sales (other than certain permitted dispositions), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (ii) within five business days after the date of receipt by any Credit Party or any of their subsidiaries, or the Agent as loss payee, of any net cash proceeds from any destruction or taking, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; (iii) within three business days after the date of receipt by any Credit Party or any of their subsidiaries of any net cash proceeds from the incurrence of any indebtedness of any Credit Party or any of their subsidiaries (other than with respect to permitted indebtedness), the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to 100% of such net cash proceeds; and (iv) (a) if extraordinary receipts are received by any Credit Party in the aggregate amount in any fiscal year in excess of $250 thousand or (b) if an event of default has occurred and is continuing at any time when any extraordinary receipts are received by any Credit Party, then within five business days of the receipt by any Credit Party of any such extraordinary receipts, the Borrower shall prepay the loans or remit such net cash proceeds in an aggregate amount equal to (x) 100% of such extraordinary receipts in excess of $250 thousand in respect of clause (a) above and (y) 100% of such extraordinary receipts in respect of clause (b) above. As of March 31, 2022 and December 31, 2021, respectively, the Company had drawn $35 million (unaudited) on the Debt Facility and has made no repayments. In November 2021, Dave OD entered into an amendment of the Debt Facility which added a $20 million credit line (as amended, the āCredit Facilityā) which has an interest rate of 8.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. As of March 31, 2022 and December 31, 2021, respectively, the Company has drawn $20 million (unaudited) on the Credit Facility and has made no repayments. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Companyās business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in the California Superior Court for the County of Los Angeles) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter; it estimates the settlement to be approximately $3.2 million and is included with Legal settlement accrual within the condensed consolidated balance sheets for the period ended March 31, 2022 and December 31, 2021. Martinsek v. Dave Inc (filed January 9, 2020 in the California Superior Court for the County of Los Angeles). In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Companyās Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 6.8 million shares (as adjusted for a 10:1 forward stock split in November 2020) by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. Discovery has commenced, but no trial date has been set. The Company is vigorously defending against this claim. Whalerock v. Dave Inc. (filed April 4, 2020 in the Whalerock Industries Holding Company, LLC (āWhalerockā) filed an unlawful detainer action against the Company on or about August 4, 2020, which was dismissed by Whalerock on March 18, 2021. On or about March 29, 2021, Whalerock initiated new litigation against the Company seeking declaratory relief. The Company and Whalerock entered into a sublease in May 2020 whereby the Company would sublease certain space from Whalerock located in West Hollywood, California. This matter involves a dispute between the Company and Whalerock over whether the 18-month |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 14 Leases In November 2018, the Company entered into a sublease agreement with PCJW Properties LLC (āPCJWā), controlled by Companyās founders (including the Companyās current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.006 million, subject to an annual escalation of 4%. In January 2019, the Company entered into a lease agreement with PCJW for office space located in Los Angeles, California. The lease term is seven years, beginning January 1, 2019 and ending December 31, 2025. Monthly rent is approximately $0.02 million, subject to an annual escalation of 5%. In May 2020, the Company entered into a sublease with Whalerock for general office space in West Hollywood, California. Under the terms of the sublease, the lease term is approximately 18 months and the monthly rent is approximately $0.14 million. The Company began utilizing the office space in June 2021. All leases were classified as operating and operating lease expenses are presented within other general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company does not have any finance leases or sublease arrangements where the Company is the sublessor. The Companyās leasing activities are as follows (dollars in thousands): For the Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Operating lease cost $ 503 $ 137 Short-term lease cost 6 ā Variable lease cost ā ā Total lease cost $ 509 $ 137 (unaudited) Other information: Cash paid for operating leases $ 532 Right-of-use $ ā Weighted-average remaining lease term - operating lease 1.96 Weighted-average discount rate - operating lease 10 % The future minimum lease payments as of March 31, 2022, were as follows (in thousands): Year (unaudited) (unaudited) Related-Party (unaudited) 2022 (remaining) $ 1,328 $ 252 $ 1,580 2023 148 339 487 2024 ā 295 295 2025 ā 309 309 Thereafter ā ā ā Total minimum lease payments $ 1,476 $ 1,195 $ 2,671 Less: imputed interest (54 ) (189 ) (243 ) Total lease liabilities $ 1,422 $ 1,006 $ 2,428 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Preferred Stock And Stockholders Deficit [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | Note 15 Convertible Preferred Stock and Stockholdersā Equity As of March 31, 2022, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. Pursuant to the terms of our amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management. Class A and Class V Common Stock: The Companyās Board of Directors has authorized two classes of common stock, Class A and Class V. As of March 31, 2022, the Company had authorized 500,000,000 and 100,000,000 shares of Class A and Class V Common Stock. As of March 31, 2022, the Company had 324,245,822 and 48,450,639 shares of Class A and Class V Common Stock issued and outstanding, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 16 Stock-Based Compensation In 2017, the Companyās Board of Directors adopted the Dave Inc. 2017 Stock Plan (the ā2017 Planā). The Plan authorizes the award of stock options, restricted stock, and restricted stock units. The Company has reserved shares of common stock for issuance under the Plan. On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the ā2021 Planā). The 2021 Plan was previously approved, subject to stockholder approval, by the Companyās Board of Directors on January 4, 2022. Upon the consummation of the Business Combination with VPCC, the 2017 Plan was terminated and replaced by the 2021 Plan. On January 4, 2022, the stockholders of the Company considered and approved the 2021 Employee Stock Purchase Plan (the āESPPā). The ESPP was previously approved, subject to stockholder approval, by the Companyās Board of Directors on January 4, 2022. The ESPP became effective immediately upon the completion of the Business Combination with VPCC. The Company recognized approximately $3.2 million and $1.7 million of stock-based compensation expense arising from stock option and restricted stock grants which is recorded as a component of compensation and benefits in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively. Stock Options: Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent armās length transactions involving the sale of the Companyās common stock. The following table presents the weighted-average assumptions used to value options granted during the three months ended March 31, 2020: 2022: Expected term 6.0 years Risk-free interest rate 0.9 % Expected dividend yield 0.0 % Expected volatility 60.7 % The Company had no stock options granted during the three months ended March 31, 2022. Expected term Risk free interest rate Expected dividend yield Expected volatility Activity with respect to stock options is summarized as follows: Shares Weighted- Options outstanding, January 1, 2022 34,709,027 $ 0.64 Granted ā $ ā Exercised (3,336,683 ) $ 0.45 Forfeited (459,787 ) $ 0.66 Expired (2,595 ) $ 0.69 Options outstanding, March 31, 2022 30,909,962 $ 0.66 Nonvested options, March 31, 2022 22,213,714 $ 0.71 Vested and exercisable, March 31, 2022 9,140,656 $ 0.53 The Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock. Shares received from such early exercises are subject to repurchase in the event of the optioneeās employment termination, at the original issuance price, until the options are fully vested. As of March 31, 2022 and 2021, 444,408 and 1,009,279 shares of Common Stock were subject to repurchase at weighted-average exercise prices of $0.69 and $0.62, respectively. The shares issued pursuant to unvested options have been included in shares issued and outstanding on the condensed consolidated balance sheets as such shares are considered legally outstanding. On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 11,456,061 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market, and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service, market, and performance conditions are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. Upon the completion of a business combination with VPCC, the performance condition was met and the Company recorded a cumulative stock-based compensation expense as of approximately $1.9 million. The options have a strike price of $0.72 per share. The Company determined the fair value of the options on the grant date to be approximately $10.5 million (unaudited) using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. Each tranche will vest monthly over a derived service period. The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Remaining term 10.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 Related-Party Transactions Leasing Arrangements: During the three months ended March 31, 2022 and 2021, the Company paid approximate ly $0.08 million and $0.08 million, respectively, under lease agreements with PCJW for general office space in Los Angeles, California. The following is a schedule of future minimum rental payments as of March 31, 2022, under the Companyās sub-lease Year Related-Party 2022 (remaining) $ 252 2023 339 2024 295 2025 309 Thereafter ā Total minimum lease payments $ 1,195 Less: imputed interest (189 ) Total lease liabilities $ 1,006 The related-party components of the lease right-of-use right-of-use Related-Party Exercise Receivable Promissory Notes: During 2018, the Company received non-recourse promissory notes from certain employees, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date. The notes for approximatel y $0.1 thousand were secured by a pledge of 1,942,250 shares. During 2020, the Company received a non-recourse promissory note from a certain executive, which allowed for the early exercise of stock options, with the exercise price to be paid back to the Company at a later date. The note for approximatel y $1.0 million was secured by a pledge of 1,050,000 shares. 0 1.1 On January 3, 2022, Legacy Dave entered into an agreement with a certain executive to transfer and sell shares of Legacy Dave common stock to Legacy Dave. A total of 146,565 shares of Legacy Daveās common stock were repurchased for an aggregate purchase amount of $1.6 million, which resulted in an extinguishment of the related-party exercise receivable promissory notes. Loans to Stockholders: In 2019, the Company entered into loan, pledge, and option agreements (āLoans to Stockholdersā) with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse Significant Account Policies B C |
401(k) Savings Plan
401(k) Savings Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | Note 18 401(k) Savings Plan The Company maintains a 401(k) savings plan for the benefit of its employees. Employees can defer up to 90% of their compensation subject to fixed annual limits. All current employees are eligible to participate in the 401(k) savings plan. Beginning January 2021, the Company began matching contributions to the 401(k) savings plan equal to 100% of the first 4% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of approximately $0.4 million (unaudited) and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (āU.S. GAAPā) for interim financial information and are unaudited. These unaudited condensed consolidated financial statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with U.S. GAAP and should be read in conjunction with the Companyās consolidated financial statements. The accompanying unaudited (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Companyās Current Report on Forms 10-K and 8-K/A, both dated March 24, 2022, that were filed with the Securities and Exchange Commission. In the opinion of the Company, in addition to the adjustments to record the business combination (the āBusiness Combinationā) between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholdersā equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period. Subsequent events are events or transactions that occur after the condensed consolidated balance sheet date, but before condensed consolidated financial statements are available to be issued. The Company recognizes in the condensed consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the condensed consolidated balance sheet, including the estimates inherent in the process of preparing the condensed consolidated financial statements. The Companyās condensed consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the condensed consolidated balance sheet but arose after the condensed consolidated balance sheet date and before the condensed consolidated financial statements were available to be issued. |
Retroactive Application of Reverse Recapitalization | Retroactive Application of Reverse Recapitalization As discussed further in Note 3, The Reverse Recapitalization and Related Transactions In addition, the Company recasts the stock class and issued and outstanding number of shares, exercise prices of options and warrants for each balance sheet period presented in these Condensed Consolidated Financial Statements and the accompanying notes. Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholdersā Equity (Deficit) Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Series A preferred stock Legacy Dave were automatically converted into Legacy Dave common stoc B-1 B-2 Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations Furthermore, based on the retroactive application of the reverse recapitalization to the Companyās Condensed Consolidated Statements of Convertible Preferred Stock and Stockholdersā Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021. The basic and diluted weighted-average Legacy Dave Common Stock were retroactively converted to Class A Common Stock and Class V Common Stock using the Exchange Ratio to conform to the recast period (see Note 2, Net (Loss) Income Per Share Attributable to Stockholders, for additional information). Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets Finally, to conform to the retroactive application of recapitalization to the Companyās Condensed Consolidated Statements of Stockholdersā Equity, the Company reclassified the $9,881 of Legacy Dave Series A convertible preferred stock, $49,675 of Legacy Dave Series B-1 B-2 paid-in |
Principles of Consolidation | Principles of Consolidation The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. |
Variable Interest Entities | Variable Interest Entities The Company is considered the primary beneficiary of Dave OD, as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave ODās assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet as of March 31, 2022, are as follows: Assets Cash and cash equivalents $ 15,484 Member advances, net of allowance for unrecoverable advances of $1,827 as of March 31, 2022 46,977 Debt and credit facility commitment fee, current 358 Debt facility commitment fee, long-term 117 Total assets $ 62,936 Liabilities Credit facility 20,000 Debt facility $ 35,000 Total liabilities $ 55,000 |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The Companyās estimates are based on its historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Companyās critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the: (i) allowance for unrecoverable advances; (ii) realization of tax assets and estimates of tax liabilities; (iii) valuation of equity securities; (iv) fair value of derivatives; (v) valuation of note payable and (vi) fair value of warrant liabilities. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under Accounting Standards Codification (āASCā) 310 Receivables (āASC 310ā). The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. Express processing fees apply when a Member requests an expedited cash advance. At the Memberās election, the Company expedites the funding of advance funds within eight hours, as opposed to the customary three business days, of the advance request. Express fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the periods ended March 31, 2022 and 2021, was $0.9 million and $0.9 million, respectively. The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Companyās application. The Company continually fulfills its obligation to each Member over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Companyās contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Companyās Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members use the application to sign up for jobs with the Companyās various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also receives cash monthly as part of a rewards program for those Dave debit card Members who choose to spend funds with selected vendors. The cash received by the Company is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Daveās Checking Product, net of ATM-related ATM-related ere |
Processing and Servicing Fees | Processing and Servicing Fees Processor fees consist of fees paid to the Companyās processors for the recovery of advances, tips, processing fees, and subscriptions. These expenses also include fees paid for services to connect Memberās bank accounts to the Companyās application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. |
Marketable Securities | Marketable Securities Marketable securities consist of a money market mutual fund. The fair value of marketable securities is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. |
Member Advances | Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. |
Allowance for Unrecoverable Advances | Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in outstanding Member advances. Management currently estimates the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors. Interpretations of past cash recovery patterns and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the condensed consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, |
Internally Developed Software | Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the condensed consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within Other general and administrative expenses in the condensed consolidated statements of operations. Capitalized costs for the three month periods ended March 31, 2022 and 2021, w ere Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. Amortization expense for the three month periods ended March 31, 2022 and 2021, was approximately $1.0 and $0.6 million, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying amount of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying amount exceeds its fair value calculated using the present value of estimated net future cash flows. |
Warrants | Warrants The Company reviewed the terms of warrants to purchase its Common Stock to determine whether warrants should be classified as liabilities or stockholdersā equity in its condensed consolidated balance sheet. In order for a warrant to be classified in stockholdersā equity, the warrant must be (a) indexed to the Companyās equity and (b) meet the conditions for equity classification in Accounting Standards Codification (āASCā) Subtopic 815-40, Derivatives and Hedging ā Contracts in an Entityās Own Equity. As the warrants do not meet the conditions for equity classification, they are carried on the consolidated balance sheet as warrant liabilities measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurement Level 1āQuoted prices in active markets for identical assets or liabilities. Level 2āObservable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3āValuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect managementās best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 278,265 $ ā $ ā $ 278,265 Total assets $ 278,265 $ ā $ ā $ 278,265 Liabilities Warrant liabilitiesāpublic warrants $ 9,294 $ ā $ ā $ 9,294 Warrant liabilitiesāprivate placement warrants $ ā $ ā $ 9,426 $ 9,426 Total liabilities $ 9,294 $ ā $ 9,426 $ 18,720 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ ā $ ā $ 8,226 Derivative asset on loans to stockholders ā ā 35,253 35,253 Total assets $ 8,226 $ ā $ 35,253 $ 43,479 Liabilities Warrant liability $ ā $ ā $ 3,726 $ 3,726 Note payable ā ā 15,051 15,051 Total liabilities $ ā $ ā $ 18,777 $ 18,777 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, net, restricted cash, accounts payable, and accrued expenses, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the debt facility, convertible debt, and line of credit approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Companyās investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned. Derivative Asset Related to Loans to Stockholders: In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Companyās Common Stock, held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of the date of the Business Combination, the exercise price per share was approximately $3.42. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Companyās shares per ASC 815, Derivatives and Hedging non-recourse A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at March 31, 2022 $ ā The Company used a probability-weighted expected return method (āPWERMā) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 12, Debit and Credit Facility all , A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the year (361 ) Exercise of warrant (3,365 ) Ending value at March 31, 2022 $ ā The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1-0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 10 Notes Payable 825-10. 815-15-25-1 p n Note 3 The Reverse Recapitalization and Related Transactions . A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the year (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at March 31, 2022 $ ā Public Warrants: As discussed further in Note 11 non-cash A rollfoward table is not necessary here as these Level 1 public warrants have quoted prices in active markets for identical assets or liabilities. Private Warrants: As discussed further in Note 11 Warrant Liabilities non-cash A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ ā Initial fair value at the merger date 6,681 Change in fair value during the period 2,745 Ending value at March 31, 2022 $ 9,426 March 31, 2022 Exercise Price $ 11.50 Expected Volatility 43.8% Risk-free interest rate 2.4% Remaining term 4.76 years Dividend yield 0% There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. |
Fair Value of Common Stock | Fair Value of Common Stock Up until the Closing of the Business Combination in which the Company became publicly traded on Nasdaq, the Company was required to estimate the fair value of the Common Stock underlying the Companyās share-based awards. The fair value of the Common Stock underlying the Companyās stock-based awards was determined, in each case, based on a valuation model as discussed further below, and was approved by the Companyās Board of Directors. The Companyās Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant. In the absence of a public market for the Common Stock prior to the date of the Business Combination, the valuation of the Common Stock was determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using the option pricing method. The valuation was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including: ā¢ Historical financial performance; ā¢ The Companyās business strategy; ā¢ Industry information, such as external market conditions and trends; ā¢ Lack of marketability of the Common Stock; ā¢ Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (āSPACā) merger, or strategic sale given prevailing market conditions and the nature and history of the Companyās business; ā¢ Prices, privileges, powers, preferences, and rights of the convertible preferred stock relative to those of the Common Stock; ā¢ Forecasted cash flow projections for the Company; ā¢ Publicly traded price of the SPAC; ā¢ Primary preferred stock financings and secondary common stock transactions of the Companyās equity securities; ā¢ Lack of marketability/illiquidity of the common stock underlying the Companyās stock-based awards involving securities in a private company; and ā¢ Macroeconomic conditions. The assumptions underlying these valuations represented managementās best estimate, which involved inherent uncertainties and the application of managementās judgment. The probability of a liquidity event and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Companyās stock-based compensation expense could have been materially different. During 2019 and 2020, the Companyās estimated fair value of its Common Stock remained relatively consistent, fluctuating between $0.935 per share as of August 5, 2019 (āAugust 2019 Valuationā), and $0.981 per share as of August 30, 2020 (āAugust 2020 Valuationā). The August 2019 Valuation and August 2020 Valuation utilized the income and market approaches in estimating the fair value. The fair value of the Companyās common stock was estimated to be $0.935 per share as of August 5, 2019 (āAugust 2019 Valuationā) and $0.981 per share as of August 30, 2020 (āAugust 2020 Valuationā). In 2021, the Companyās management team first contemplated a SPAC Transaction, which was incorporated in the June 7, 2021 valuation that resulted in a fair value for Daveās common stock o f $8.67 per share (āJune 2021 Valuationā). The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021 that resulted in a fair value for Daveās common stock of $10.80 per share (āOctober 2021 Valuationā). The August 2019 Valuation and August 2020 Valuations were completed prior to the contemplation of the Business Combination, and at the time of these valuations management did not expect a near-term exit. The August 2019 Valuation was performed at the time of the close of Daveās Series B-1 B-2 The June 2021 Valuation and October 2021 Valuation both used the hybrid method, wherein a PWERM incorporated an expected near-term SPAC exit scenario as well as an OPM. The OPM was used to model the value of common stock in a delayed exit/stay private scenario. Total equity values for each scenario management identified were estimated as of the measurement date. The delayed exit/stay private scenario total equity value was estimated using the discounted cash flow method under the income approach and the GPCM under the market approach. The total equity value in the SPAC Transaction scenario included in the June 2021 Valuation was determined based on the expected Business Combination pre-money The increase in the fair value of the Companyās common stock between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to the Companyās progress towards completing the Business Combination that was not known or knowable at the earlier valuation dates. As previously discussed, the August 2019 Valuation utilized the Series B financing to determine the value of common stock in a single OPM. The August 2020 Valuation relied upon the GPCM with valuation multiples selected considering the implied multiples per share in the October 2021 Valuation resulted primarily from an increase in the probability of the near-term SPAC Transaction pre-money pre-money Combination. |
Concentration of Risk | Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Companyās cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (āFDICā) insured limits were approximately $ 23.5 No Member individually exceeded 10% or more of the Companyās Member cash advances balances as of December 31, 2021 and 2020. |
Leases | Leases ASC 842, Leases (āASC 842ā) requires lessees to recognize most leases on the consolidated balance sheet with a corresponding right-of-use asset. Right-of-use assets represent the Companyās right to use an underlying asset for the lease term and lease liabilities represent the Companyās obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term. The Company leases office space under three separate leases, all of which are considered operating leases. One lease includes the option to renew and the exercise of the renewal option is at the Companyās sole discretion. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (āIBRā) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Companyās leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. |
Loans to Stockholders | Loans to Stockholders non-recourse |
Stock-Based Compensation | Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation (āASC 718ā), requires the estimate of the fair value of all stock-based payments to employees, including grants of stock options, to be recognized in the statement of operations over the requisite service period. Under ASC 718, employee option grants are generally valued at the grant date and those valuations do not change once they have been established. The fair value of each option award is estimated on the grant date using the Black-Scholes Option Pricing Model. As allowed by ASC 718, the Companyās estimate of expected volatility is based on its peer company average volatilities, including industry, stage of life cycle, size, and financial leverage. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant valuation. The Company recognizes forfeitures as they occur. Restricted Stock Awards: Restricted stock awards (āRSAsā) are valued on the grant date and the fair value of the RSAs is equal to the estimated fair value of the Companyās Common Stock on the grant date. This compensation cost is recognized over the requisite service period. When the requisite service period begins prior to the grant date (because the service inception date occurs prior to the grant date), the Company is required to begin recognizing compensation cost before there is a measurement date (i.e., the grant date). The service inception date is the beginning of the requisite service period. If the service inception date precedes the grant date, accrual of compensation cost for periods before the grant date shall be based on the fair value of the award at the reporting date. In the period in which the grant is approved, cumulative compensation cost is adjusted to reflect the cumulative effect of the compensation cost based on fair value at the grant date rather than the service inception date. The Company recognizes forfeitures as they occur. RSAs Issued to Non-Employees: The Company issues shares of restricted stock to consultants for various advisory and consulting-related services. The Company recognized this expense, measured as the estimated value of the shares issued, as a component of stock-based compensation expense, presented within compensation and benefits in the consolidated statements of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the three months ended March 31, 2022 and 2021, was approximately $12.2 million and $14.0 million, respectively, and is presented within advertising and marketing in the condensed consolidated statements of operations. |
Income Taxes | Income Taxes The Company follows ASC 740, Income Taxes more-likely-than-not ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not more-likely-than-not, more-likely-than-not The Companyās policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. The Company recognized approximately $0.001 million and $0.002 million of interest expense and penalties as a component of income tax expense during the three months ended March 31, 2022 and 2021, respectively. There was approximately $0.008 million and $0.007 million of accrued interest expense and penalties as of March 31, 2022 and December 31, 2021, respectively. |
Segment Information | Segment Information The Company determines its operating segments based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (āCODMā) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment. |
Net (Loss) Income Per Share Attributable to Stockholders | Net (Loss) Income Per Share Attributable to Stockholders The Company has two classes of participating securities (Class A Common Stock and Class V Common Stock) issued and outstanding as of March 31, 2022. Prior to the consummation of the Business Combination, the Company had five classes of participating securities (Series A preferred stock, par value $0.000001 per share (āSeries A Preferred Sharesā), Series B-1 B-1 B-2 B-2 B-1 two-class two-class two-class Basic net (loss) income attributable to holders of Common Stock per share is calculated by dividing net (loss) income attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested RSAs and vested early exercise options funded by non-recourse 7 Related-Party Transactions Diluted net (loss) income per share attributable to holders of Common Stock adjusts the basic net (loss) income per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock using the treasury stock method and convertible preferred stock using the as-if-converted The following table sets forth the computation of the Companyās basic and diluted net (loss) income per share attributable to holders of Common Stock (in thousands, except share data): For the Three Months Ended March 31, 2022 2021 Numerator Net (loss) income $ (34,835 ) $ 3,952 Less: noncumulative dividend to convertible preferred stockholders ā (3,952 ) Less: undistributed earnings to participating securities ā ā Net (loss) income attributed to common stockholdersābasic (34,835 ) ā Add: undistributed earnings reallocated to common stockholders ā ā Net (loss) income attributed to common stockholdersādiluted $ (34,835 ) $ ā Denominator Weighted-average shares of common stockābasic 361,939,372 133,243,614 Dilutive effect of convertible preferred stock 185,833,546 Dilutive effect of equity incentive awards ā 21,833,189 Weighted-average shares of common stockādiluted 361,939,372 340,910,349 Net (loss) income per share Basic $ (0.10 ) $ ā Diluted $ (0.10 ) $ ā The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: For the Three Months Ended March 31, 2022 2021 Equity incentive awards 58,275 ā Convertible deb t 10,000,000 ā Convertible preferred stock ā 18,048,635 Series B-1 ā 2,333,122 Total 10,058,275 20,381,757 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted: In June 2016, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) 2016-13, Financial InstrumentsāCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13ā). 2016-13 held-to 2016-13, In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recently Adopted Accounting Pronouncements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12ā), 2019-12 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt ā Debt with Conversion and Other Options (Subtopic 470-20) 815-40): (āASU 2020-06ā). in ASU 2020-06 simplifies the ASU 2020-06 also 815-40, Derivatives and Hedging: Contracts in Entityās Own Equity if-converted in ASU 2020-06 are In October 2020, the FASB issued ASU 2020-10, Codification Improvements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), 815-40), |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Earnings Per Share Basic And Diluted | The following table sets forth the computation of the Companyās basic and diluted net (loss) income per share attributable to holders of Common Stock (in thousands, except share data): For the Three Months Ended March 31, 2022 2021 Numerator Net (loss) income $ (34,835 ) $ 3,952 Less: noncumulative dividend to convertible preferred stockholders ā (3,952 ) Less: undistributed earnings to participating securities ā ā Net (loss) income attributed to common stockholdersābasic (34,835 ) ā Add: undistributed earnings reallocated to common stockholders ā ā Net (loss) income attributed to common stockholdersādiluted $ (34,835 ) $ ā Denominator Weighted-average shares of common stockābasic 361,939,372 133,243,614 Dilutive effect of convertible preferred stock 185,833,546 Dilutive effect of equity incentive awards ā 21,833,189 Weighted-average shares of common stockādiluted 361,939,372 340,910,349 Net (loss) income per share Basic $ (0.10 ) $ ā Diluted $ (0.10 ) $ ā |
Summary of assets and liabilities measured at fair value on a recurring basis | Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 278,265 $ ā $ ā $ 278,265 Total assets $ 278,265 $ ā $ ā $ 278,265 Liabilities Warrant liabilitiesāpublic warrants $ 9,294 $ ā $ ā $ 9,294 Warrant liabilitiesāprivate placement warrants $ ā $ ā $ 9,426 $ 9,426 Total liabilities $ 9,294 $ ā $ 9,426 $ 18,720 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ ā $ ā $ 8,226 Derivative asset on loans to stockholders ā ā 35,253 35,253 Total assets $ 8,226 $ ā $ 35,253 $ 43,479 Liabilities Warrant liability $ ā $ ā $ 3,726 $ 3,726 Note payable ā ā 15,051 15,051 Total liabilities $ ā $ ā $ 18,777 $ 18,777 |
Summary of computation of diluted net loss (income) per share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: For the Three Months Ended March 31, 2022 2021 Equity incentive awards 58,275 ā Convertible deb t 10,000,000 ā Convertible preferred stock ā 18,048,635 Series B-1 ā 2,333,122 Total 10,058,275 20,381,757 |
Schedule of Variable Interest Entities | Assets Cash and cash equivalents $ 15,484 Member advances, net of allowance for unrecoverable advances of $1,827 as of March 31, 2022 46,977 Debt and credit facility commitment fee, current 358 Debt facility commitment fee, long-term 117 Total assets $ 62,936 Liabilities Credit facility 20,000 Debt facility $ 35,000 Total liabilities $ 55,000 |
Summary of roll-forward of the Level 3 private warrant liability | A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ ā Initial fair value at the merger date 6,681 Change in fair value during the period 2,745 Ending value at March 31, 2022 $ 9,426 March 31, 2022 Exercise Price $ 11.50 Expected Volatility 43.8% Risk-free interest rate 2.4% Remaining term 4.76 years Dividend yield 0% |
Derivative Liability [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the year (361 ) Exercise of warrant (3,365 ) Ending value at March 31, 2022 $ ā |
Summary of fair value of the derivative asset and liability | he following table presents the assumptions used to value the warrant liability for the year ended December 31, 2021: Expected volatility 57.0 % Risk-free interest rate 0.1-0.6 % Remaining term 0.0 - 1.5 Years |
Derivative Asset [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at March 31, 2022 $ ā |
Summary of fair value of the derivative asset and liability | The following table presents the assumptions used to value the call options for the year ended December 31, 2021: Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years |
Promissory Note [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ ā Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the year (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at March 31, 2022 $ ā |
The Reverse Recapitalization _2
The Reverse Recapitalization and Related Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization And Related Transactions [Abstract] | |
Summary of net assets of VPCC | The net assets of VPCC were recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions): Cash $ 202.0 Other assets 0.7 Accrued expenses (0.2 ) Warrant liability - public (7.6 ) Warrant liability - private (6.7 ) Net assets acquired $ 188.3 |
Summary of common stock issued | The number of shares of Common Stock issued immediately following the consummation of the Business Combination were as follows: Class A Class V Common stock outstanding on December 31, 2021 92,436,304 48,450,639 Common stock activity between December 31, 2021 and January 5, 2022 Exercise of derivative asset and paydown of stockholder loans (6,014,250 ) ā Issuance of Class A common stock for stock option exercises 2,630,557 ā Repurchase of Class A common stock (198,505 ) ā Common stock outstanding prior to the Business Combination 88,854,106 48,450,639 Conversion of preferred stock to Class A common stock 204,657,950 ā Common stock attributable to VPCC 2,958,831 ā Adjustment related to Reverse Recapitalization* 207,616,781 ā Founder Holder s 5,392,528 ā Conversion of 2019 convertible notes and accrued interest to Class A common stock 225,330 ā Exercise of Series B-1 preferred stock warrants, net of settlement 450,841 ā Issuance of Class A common stock pursuant to the PIPE financing 21,000,000 ā Total shares of common stock as of closing of Business Combination and related transactions 323,539,586 48,450,639 * The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $188.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | Below is a detail of marketable securities (in thousands): March 31, 2022 December 31, 2021 Marketable securities $ 278,265 $ 8,226 Total $ 278,265 $ 8,226 |
Member Cash Advances, Net (Tabl
Member Cash Advances, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Summary of Member Cash Advances, Net | Below is a detail of Member cash advances, net as of March 31, 2022 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 48,659 $ (1,658 ) $ 47,001 11-30 14,400 (3,812 ) 10,588 31-60 5,715 (3,554 ) 2,161 61-90 5,438 (4,086 ) 1,352 91-120 3,941 (3,230 ) 711 Total $ 78,153 $ (16,340 ) $ 61,813 Below is a detail of Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 |
Summary of Allowance for Unrecoverable Advances | The roll-forward of the allowance for unrecoverable advances is as follows (dollars in thousands): Opening allowance balance at January 1, 2022 $ 11,995 Plus: provision for unrecoverable advances 13,785 Less: amounts written-off (9,440 ) Ending allowance balance at March 31, 2022 $ 16,340 Opening allowance balance at January 1. 2021 $ 12,580 Plus: provision for unrecoverable advances 3,538 Less: amounts written-off (7,675 ) Ending allowance balance at March 31, 2021 $ 8,443 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and Equipment, Net consisted of the following (dollars in thousands): March 31, 2022 December 31, 2021 Computer equipment $ 916 $ 664 Leasehold improvements 384 384 Furniture and fixtures 14 14 Total property and equipment 1,314 1,062 Less: accumulated depreciation (465 ) (377 ) Property and equipment, net $ 849 $ 685 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The Companyās Intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Accumulated Net Book Value Internally developed software 3.0 Years $ 15,367 $ (6,357 ) $ 9,010 $ 13,109 $ (5,342 ) $ 7,767 Domain name 15.0 Years 121 (41 ) 80 121 (39 ) 82 Intangible assets, net $ 15,488 $ (6,398 ) $ 9,090 $ 13,230 $ (5,381 ) $ 7,849 |
Summary of Estimated Amortization Expenses | The future estimated amortization expenses as of March 31, 2022, were as follows (in thousands): 2022 (remaining) $ 3,269 2023 3,604 2024 2,034 2025 133 2026 8 Thereafter 42 Total future amortization $ 9,090 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (dollars in thousands): March 31, 2022 December 31, 2021 Accrued charitable contributions 5,868 $ 7,164 Accrued compensation 2,282 1,522 Sales tax payable 1,088 1,208 Accrued professional and program fees 1,494 2,163 Other 877 988 Total $ 11,609 $ 13,045 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Leasing Activities | The Companyās leasing activities are as follows (dollars in thousands): For the Three Months Ended March 31, 2022 March 31, 2021 (unaudited) (unaudited) Operating lease cost $ 503 $ 137 Short-term lease cost 6 ā Variable lease cost ā ā Total lease cost $ 509 $ 137 (unaudited) Other information: Cash paid for operating leases $ 532 Right-of-use $ ā Weighted-average remaining lease term - operating lease 1.96 Weighted-average discount rate - operating lease 10 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments as of March 31, 2022, were as follows (in thousands): Year (unaudited) (unaudited) Related-Party (unaudited) 2022 (remaining) $ 1,328 $ 252 $ 1,580 2023 148 339 487 2024 ā 295 295 2025 ā 309 309 Thereafter ā ā ā Total minimum lease payments $ 1,476 $ 1,195 $ 2,671 Less: imputed interest (54 ) (189 ) (243 ) Total lease liabilities $ 1,422 $ 1,006 $ 2,428 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the weighted-average assumptions used to value options granted during the three months ended March 31, 2020: 2022: Expected term 6.0 years Risk-free interest rate 0.9 % Expected dividend yield 0.0 % Expected volatility 60.7 % |
Summary of Stock Option Activity | Activity with respect to stock options is summarized as follows: Shares Weighted- Options outstanding, January 1, 2022 34,709,027 $ 0.64 Granted ā $ ā Exercised (3,336,683 ) $ 0.45 Forfeited (459,787 ) $ 0.66 Expired (2,595 ) $ 0.69 Options outstanding, March 31, 2022 30,909,962 $ 0.66 Nonvested options, March 31, 2022 22,213,714 $ 0.71 Vested and exercisable, March 31, 2022 9,140,656 $ 0.53 |
Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Remaining term 10.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of future minimum rental payments | The following is a schedule of future minimum rental payments as of March 31, 2022, under the Companyās sub-lease Year Related-Party 2022 (remaining) $ 252 2023 339 2024 295 2025 309 Thereafter ā Total minimum lease payments $ 1,195 Less: imputed interest (189 ) Total lease liabilities $ 1,006 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) - USD ($) | Jan. 05, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Bank Charges | $ 34 | ||
Bank Overdrafts | 5 | ||
Dave Side Hustle Product [Member] | |||
Income Generated From Application Submitted | 157,000,000 | ||
Daves Advance Service [Member] | |||
Due to Related Parties | $ 250 | ||
Common stock Class A [Member] | |||
Common stock par value per share | $ 0.0001 | $ 0.0001 | |
Exercise price | $ 11.50 | ||
Common stock Class A [Member] | Dave Inc [Member] | |||
Common stock par value per share | $ 0.0001 | ||
Stock issued during the period reverse recapitalization value | $ 327,255,618 | ||
Class V Common Stock [Member] | Dave Inc [Member] | |||
Common stock par value per share | $ 0.0001 | ||
Stock issued during the period reverse recapitalization value | $ 48,450,639 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Assets | |||
Cash and cash equivalents | $ 23,569,000 | $ 32,009,000 | $ 23,438,000 |
Member advances, net of allowance for unrecoverable advances of $1,827 as of March 31, 2022 | 61,813,000 | 49,013,000 | |
Debt facility commitment fee, long-term | 117,000 | 131,000 | |
Liabilities | |||
Debt facility | 35,000,000 | 35,000,000 | |
Total liabilities | 387,774,000 | $ 147,186,000 | |
Variable Interest Entity, Primary Beneficiary | |||
Assets | |||
Cash and cash equivalents | 15,484 | ||
Member advances, net of allowance for unrecoverable advances of $1,827 as of March 31, 2022 | 46,977 | ||
Debt and credit facility commitment fee, current | 358 | ||
Debt facility commitment fee, long-term | 117 | ||
Total assets | 62,936 | ||
Liabilities | |||
Credit facility | 20,000 | ||
Debt facility | 35,000 | ||
Total liabilities | $ 55,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Carrying Value of Dave OD's Assets and Liabilities (Details) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 16,340,000 | $ 11,995,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 1,827 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Note payable | $ 0 | $ 15,000 |
Fair Value, Recurring [Member] | ||
Assets | ||
Marketable securities | 278,265 | 8,226 |
Derivative asset on loans to stockholders | 35,253 | |
Total assets | 278,265 | 43,479 |
Liabilities | ||
Warrant Liability | 3,726 | |
Note payable | 15,051 | |
Total liabilities | 18,720 | 18,777 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 9,426 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 9,294 | |
Fair Value, Recurring [Member] | Level 1 | ||
Assets | ||
Marketable securities | 278,265 | 8,226 |
Total assets | 278,265 | 8,226 |
Liabilities | ||
Total liabilities | 9,294 | |
Fair Value, Recurring [Member] | Level 1 | Public Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 9,294 | |
Fair Value, Recurring [Member] | Level 3 | ||
Assets | ||
Derivative asset on loans to stockholders | 35,253 | |
Total assets | 35,253 | |
Liabilities | ||
Warrant Liability | 3,726 | |
Note payable | 15,051 | |
Total liabilities | 9,426 | $ 18,777 |
Fair Value, Recurring [Member] | Level 3 | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant Liability | $ 9,426 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Roll-Forward Of The Level 3 Derivative Asset And Liability On Loans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise of call option | $ 29,700 | |
Ending value | ||
Derivative Liability [Member] | Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 3,726 | |
Initial fair value at the original issuance dates | 106 | |
Change in fair value during the period | (361) | 3,620 |
Exercise of warrant | (3,365) | |
Ending value | 3,726 | |
Derivative Asset [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 35,253 | 457 |
Amendment to loan to stockholder | 5 | |
Change in fair value during the period | (5,572) | 34,791 |
Exercise of call option | (29,681) | |
Ending value | 35,253 | |
Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 15,051 | |
Initial fair value at the original issuance dates | 14,608 | |
Change in fair value during the period | (51) | 443 |
Discharge of obligation through the issuance of Common Stock | (15,000) | |
Ending value | $ 15,051 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary Of Fair Value Of The Derivative Asset And Liability (Detail) | Dec. 31, 2021yr |
Derivative Liability [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 57 |
Derivative Liability [Member] | Minimum [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.1 |
Derivative Liability [Member] | Minimum [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Derivative Liability [Member] | Maximum [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.6 |
Derivative Liability [Member] | Maximum [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 1.5 |
Derivative Asset [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 0.2 |
Derivative Asset [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 61.5 |
Derivative Asset [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 3 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Oct. 06, 2021$ / shares | Jun. 07, 2021$ / shares | Aug. 30, 2020$ / shares | Aug. 05, 2019$ / shares | |
FDIC Insured Amount | $ 23,500,000 | $ 31,900,000 | |||||
Loan origination costs | 900,000 | $ 900,000 | |||||
Subscription fees Received | 1 | ||||||
Restricted Cash | $ 100,000 | 200,000 | |||||
Share price | $ / shares | $ 0.005 | $ 8.67 | |||||
Fair Value, Option, Loans Held as Assets, Aggregate Difference | $ 0 | 35,300,000 | |||||
Advertising expense | $ 12,200,000 | 14,000,000 | |||||
Effective Income Tax Rate | 50.00% | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 8,000 | 7,000 | |||||
Changes in fair value of warrant liability | 4,065,000 | 2,186,000 | |||||
Amortization of Intangible Assets | 1,000,000 | 600,000 | |||||
Capitalized Computer Software, Period Increase (Decrease) | 2,300,000 | 1,100,000 | |||||
Exercise of call options on loans to stockholders | 29,700,000 | ||||||
Contra equity loan to stockholders settled | 15,200,000 | ||||||
Debt securities loss | 100,000 | ||||||
State and Local Jurisdiction [Member] | |||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 500,000 | 500,000 | |||||
Warrant Liability Related To Debt Facility [Member] | |||||||
Changes in fair value of warrant liability | $ (400,000) | ||||||
Class of warrants or rights excercised during the period units | shares | 1,664,394 | ||||||
Stock issued during the period exercise of warrants | shares | 450,841 | ||||||
Public Warrants [Member] | |||||||
Changes in fair value of warrant liability | $ (1,700,000) | ||||||
Private Placement Warrants [Member] | |||||||
Changes in fair value of warrant liability | (2,800,000) | ||||||
Common stock [Member] | Estimation of Valuation [Member] | |||||||
Share price | $ / shares | $ 10.80 | $ 0.981 | $ 0.935 | ||||
Series A convertible preferred stock [Member] | Additional paid-in capital [Member] | |||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | 9,881 | ||||||
Series B One Convertible Preferred Stock [Member] | Additional paid-in capital [Member] | |||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | 49,675 | ||||||
Series B Two Convertible Preferred Stock [Member] | Additional paid-in capital [Member] | |||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | $ 12,617 | ||||||
Dave Inc [Member] | |||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 1,000 | $ 2,000 | |||||
Dave Inc [Member] | Series B One And B Two Redeemable Convertible Preferred Stock [Member] | |||||||
Conversion of redeemable convertible preferred stock into common stock conversion ratio | 1.033076 | ||||||
Fair Value, Nonrecurring [Member] | |||||||
Fair Value, Net Asset (Liability) | $ 0 | $ 0 | |||||
Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Share price | $ / shares | $ 3.273 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.935 | ||||||
Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||
Share price | $ / shares | $ 3.42 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.981 | ||||||
Computer Software, Intangible Asset [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Financial Asset, Equal to or Greater than 90 Days Past Due [Member] | |||||||
Accounts Receivable, Noncurrent, Threshold Period Past Due | 120 days | ||||||
Class A common stock [Member} | |||||||
Stock shares issued during the period discharge of promissory note shares | shares | 1,500,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Shares Issued, Price Per Share | $ / shares | $ 0.000001 | ||||||
Series A Preferred Stock [Member] | Dave Inc [Member] | |||||||
Conversion of redeemable convertible preferred stock into common stock conversion ratio | 1 | ||||||
Series B1 Preferred Stock [Member] | |||||||
Shares Issued, Price Per Share | $ / shares | 0.000001 | ||||||
Series B2 Preferred Stock [Member] | |||||||
Shares Issued, Price Per Share | $ / shares | $ 0.000001 | ||||||
Class A And Class V Common Stock [Member] | |||||||
Common stock previously outstanding convered into new common stock exchange ratio | 1.354387513 | 1.354387513 | |||||
Common stock shares issuable upon the exercise of options | shares | 32,078,481 | ||||||
Class A And Class V Common Stock [Member] | Dave Inc [Member] | |||||||
Conversion of redeemable convertible preferred stock into common stock shares | shares | 342,649,141 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net (loss) income | $ (34,835) | $ 3,952 |
Less: noncumulative dividend to convertible preferred stockholders | (3,952) | |
Less: undistributed earnings to participating securities | ||
Net (loss) income attributed to common stockholdersābasic | (34,835) | |
Add: undistributed earnings reallocated to common stockholders | ||
Net (loss) income attributed to common stockholdersādiluted | $ (34,835) | |
Denominator | ||
Weighted-average shares of common stockābasic | 361,939,372 | 133,243,614 |
Dilutive effect of convertible preferred stock | 185,833,546 | |
Dilutive effect of equity incentive awards | 0 | 21,833,189 |
Weighted-average shares of common stockādiluted | 361,939,372 | 340,910,349 |
Net (loss) income per share | ||
Basic | $ (0.10) | $ 0 |
Diluted | $ (0.10) | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary Of Computation Of Diluted Net Loss (Income) Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,058,275 | 20,381,757 |
Equity incentive awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 58,275 | |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,000,000 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 18,048,635 | |
Series B-1 warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,333,122 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Summary of Roll-Forward of the Level 3 Private Warrant Liability (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Ending value | |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening value | |
Initial fair value at the merger date | 6,681 |
Change in fair value during the period | 2,745 |
Ending value | $ 9,426 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of Unoservable Inputs in Measurement of Private Warrants (Detail) | Mar. 31, 2022yr |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 43.8 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 2.4 |
Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 4.76 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
The Reverse Recapitalization _3
The Reverse Recapitalization and Related Transactions - Summary of Net Assets of VPCC (Detail) - VPCC Acquisiton [Member] $ in Millions | Mar. 31, 2022USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 202 |
Other assets | 0.7 |
Accrued expenses | (0.2) |
Net assets acquired | 188.3 |
Warrant [Member] | Public Warrant [Member] | |
Business Acquisition [Line Items] | |
Warrant liability | (7.6) |
Warrant [Member] | Private Warrant [Member] | |
Business Acquisition [Line Items] | |
Warrant liability | $ (6.7) |
The Reverse Recapitalization _4
The Reverse Recapitalization and Related Transactions - Summary of Common Stock Issued (Detail) | 3 Months Ended | |
Mar. 31, 2022shares | ||
Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common Stock outstanding on December 31, 2021 | 92,436,304 | |
Common stock attributable to VPCC | 2,958,831 | |
Conversion of 2019 convertible notes and accrued interest to Class A common stock | 225,330 | |
Exercise of Series B-1 preferred stock warrants, net of settlement | 450,841 | |
Issuance of Class A common stock pursuant to the PIPE financing | 21,000,000 | |
Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common Stock outstanding on December 31, 2021 | 48,450,639 | |
Prior To Business Combination [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Exercise of derivative asset and paydown of stockholder loans | (6,014,250) | |
Stock issued during period | 2,630,557 | |
Repurchase of Class A common stock | (198,505) | |
Common stock outstanding to the Business Combination | 88,854,106 | |
Prior To Business Combination [Member] | Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 48,450,639 | |
Adjustment Related To Reverse Recapitalization [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Adjustment related to Reverse Recapitalization | 207,616,781 | [1] |
Shares Issued Immediately Following The Consummation Of The Business Combination [Member] | Founder Shares [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Stock issued during period | 5,392,528 | |
Shares As Of Closing of Business Combination And Related Transactions [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 323,539,586 | |
Shares As Of Closing of Business Combination And Related Transactions [Member] | Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 48,450,639 | |
Preferred Stock [Member] | Adjustment Related To Reverse Recapitalization [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Conversion of preferred stock | 204,657,950 | |
[1] | The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $188.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. |
The Reverse Recapitalization _5
The Reverse Recapitalization and Related Transactions - Summary of Common Stock Issued (Parenthetical) (Detail) - Adjustment To APIC Related To The Reverse Recapitalization [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 188.3 |
Dave Class A Common Stock [Member] | |
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | |
Conversion Of Convertible Preferred Stock Into Common Stock In Connection With Reverse Recapitalization | $ 72.2 |
The Reverse Recapitalization _6
The Reverse Recapitalization and Related Transactions - Additional Information (Detail) $ / shares in Units, $ in Millions | Jan. 05, 2022USD ($)$ / sharesshares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021shares | Aug. 17, 2021USD ($)shares | Jun. 07, 2021$ / shares |
Share Price | $ / shares | $ 0.005 | $ 8.67 | |||
Threshold applicable common share price | $ / shares | $ 12.50 | ||||
Number of options outstanding immediately after the business combination | 30,909,962 | 34,709,027 | |||
Warrants To Purchase Class A Common Stock [Member] | |||||
Class of warrant or right, Number of securities called by warrants or rights | 11,444,235 | ||||
Public Warrants [Member] | |||||
Class of warrant or right, number of securities called by warrants or rights listed on stock exchange | 6,344,131 | ||||
Warrants outstanding | 6,344,021 | ||||
Private Placement Warrants [Member] | |||||
Warrants outstanding | 5,100,214 | ||||
Exercise price | $ / shares | $ 11.50 | ||||
New Dave Options [Member] | |||||
Number of options outstanding immediately after the business combination | 32,078,481 | ||||
Promissory Note [Member] | Alameda Research [Member] | |||||
Principal amount | $ | $ 15 | ||||
Business Combination Agreement [Member] | |||||
Adjustment to additional paid in capital transaction and issuance costs incurred | $ | $ 22.6 | ||||
Business combination transaction costs capitalized | $ | 5.1 | ||||
Accrued transaction costs | $ | $ 7.5 | ||||
Amendment To The Subscription Agreement [Member] | Promissory Note [Member] | Alameda Research [Member] | |||||
Purchase price | $ | $ 15 | ||||
Stock issued during the period shares conversion of debt | 1,500,000 | ||||
Founder Holder Earnout Shares [Member] | Triggering Event One [Member] | |||||
Percentage of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | 60.00% | ||||
Number of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | 951,622 | ||||
Share Price | $ / shares | $ 12.50 | ||||
Founder Holder Earnout Shares [Member] | Triggering Event Two [Member] | |||||
Number of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | 634,415 | ||||
Share Price | $ / shares | $ 15 | ||||
Threshold applicable common share price | $ / shares | $ 15 | ||||
Conversion Of Shares Of Legacy Dave [Member] | |||||
Conversion of stock, shares issued | 342,638,866 | ||||
Vpcc [Member] | |||||
Cash Acquired from Acquisition | $ | $ 7 | ||||
Vpcc [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | |||||
Investor agreed to prefund its obligation under agreement to subscribe number of shares | 21,000,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||
Aggregate PIPE Financing subscription amount | $ | $ 210 | ||||
Common Class A [Member] | |||||
Shares subject to forfeiture | 1,586,037 | ||||
Period over which vesting conditions shall be met | 5 years | ||||
Stock issued during the period shares conversion of debt | 225,330 | ||||
Exercise price | $ / shares | $ 11.50 | ||||
Common Class A [Member] | Original Subscription Agreement [Member] | |||||
Investor agreed to prefund its obligation under agreement to subscribe number of shares | 1,500,000 | ||||
Aggregate PIPE Financing subscription amount | $ | $ 15 | ||||
Common Class A [Member] | Conversion Of Shares Of Legacy Dave [Member] | |||||
Conversion of stock, shares issued | 294,188,227 | ||||
Common Class A [Member] | Conversion Of Shares Of Vpcc [Member] | |||||
Conversion of stock, shares issued | 5,392,528 | ||||
Common Class A [Member] | Conversion Of Shares Of Vpcc [Member] | Founder Shares [Member] | |||||
Conversion of stock, shares converted | 5,392,528 | ||||
Common Class A [Member] | Vpcc [Member] | |||||
Transactions Costs | $ | $ 22.6 | ||||
Common Class A [Member] | Legacy Dave [Member] | |||||
Shares outstanding and being excercised by the holders for redemption value | $ | $ 224.2 | ||||
Number of shares converted as a result of each share of non redeemed common stock | 1 | ||||
Class V Common Stock [Member] | Conversion Of Shares Of Legacy Dave [Member] | |||||
Conversion of stock, shares issued | 48,450,639 | ||||
Series A, Series B1And Series B2 And Series A Redeemable Convertible Preferred Stock [Member] | Business Combination Agreement [Member] | |||||
Convertible preferred stock converted in to shares of common stock immediately prior to the business combination | 204,657,950 | ||||
Class A And Class V Common Stock [Member] | |||||
Conversion of stock, shares issued | 342,638,866 | ||||
Common stock shares issuable upon the exercise of options and warrants | 32,078,481 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 278,265 | $ 8,226 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Financing receivable weighted average maturity | 16 days | 46 days | |
Proceeds from sale of marketable securities | $ 32,000 | $ 3,900 | |
Payments to acquire marketable securities | 302,100 | 2 | |
Marketable securities, gain (loss) | $ 76 | $ 2 |
Member Cash Advances, Net - Sum
Member Cash Advances, Net - Summary of Member Cash Advances, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | $ 78,153 | $ 61,008 | ||
Allowance for Unrecoverable Advances | (16,340) | (11,995) | $ (8,443) | $ (12,580) |
Member Advances, Net | 61,813 | 49,013 | ||
1-10 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 48,659 | 39,910 | ||
Allowance for Unrecoverable Advances | (1,658) | (1,313) | ||
Member Advances, Net | 47,001 | 38,597 | ||
11-30 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 14,400 | 8,111 | ||
Allowance for Unrecoverable Advances | (3,812) | (2,084) | ||
Member Advances, Net | 10,588 | 6,027 | ||
31-60 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 5,715 | 4,781 | ||
Allowance for Unrecoverable Advances | (3,554) | (2,652) | ||
Member Advances, Net | 2,161 | 2,129 | ||
61-90 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 5,438 | 3,986 | ||
Allowance for Unrecoverable Advances | (4,086) | (2,735) | ||
Member Advances, Net | 1,352 | 1,251 | ||
91-120 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 3,941 | 4,220 | ||
Allowance for Unrecoverable Advances | (3,230) | (3,211) | ||
Member Advances, Net | $ 711 | $ 1,009 |
Member Cash Advances, Net - S_2
Member Cash Advances, Net - Summary of Allowance for Unrecoverable Advances (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss, Writeoff, after Recovery [Abstract] | ||
Beginning balance | $ 11,995 | $ 12,580 |
Plus: provision for unrecoverable advances | 13,785 | 3,538 |
Less: amounts written-off | (9,440) | (7,675) |
Ending balance | $ 16,340 | $ 8,443 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,314 | $ 1,062 |
Less: Accumulated depreciation | (465) | (377) |
Property and equipment, net | 849 | 685 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 916 | 664 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 384 | 384 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14 | $ 14 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 40 | $ 90 | |
Outstanding commitments for the purchase of property and equipment | $ 30 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1 | $ 0.6 |
Impairment charges | $ 0 | $ 0 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | $ 15,488 | $ 13,230 |
Less: accumulated amortization | (6,398) | (5,381) |
Intangible assets, net | 9,090 | 7,849 |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | 15,367 | 13,109 |
Less: accumulated amortization | (6,357) | (5,342) |
Intangible assets, net | $ 9,010 | 7,767 |
Weighted Average Useful Lives | 3 years | |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | $ 121 | 121 |
Less: accumulated amortization | (41) | (39) |
Intangible assets, net | $ 80 | $ 82 |
Weighted Average Useful Lives | 15 years |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Estimated Amortization Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 3,269 | |
2023 | 3,604 | |
2024 | 2,034 | |
2025 | 133 | |
2026 | 8 | |
Thereafter | 42 | |
Intangible Assets, net | $ 9,090 | $ 7,849 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued charitable contributions | $ 5,868 | $ 7,164 |
Accrued compensation | 2,282 | 1,522 |
Sales tax payable | 1,088 | 1,208 |
Accrued professional and program fees | 1,494 | 2,163 |
Other | 877 | 988 |
Total | $ 11,609 | $ 13,045 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Mar. 31, 2021 |
Asset Pledged as Collateral [Member] | ||
Assets pledged for charitable purposes | $ 1 | $ 1.2 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - UBS [Member] - Line of Credit [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Dec. 31, 2021 | |
Debt issuance costs, Line of credit arrangements, Net | $ 0 | |
Line of credit facility, Description | There is no stated maturity date, there are no financial covenants and the amount of line of credit is solely dependent upon the total amount of assets the Company holds with UBS at any given point. | |
Repayment of line of credit | $ 3,900 | |
Agreement termination month year | 2021-03 |
Convertible Note Payable - Addi
Convertible Note Payable - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 21, 2022USD ($)$ / shares |
Debt Instrument [Line Items] | |
Conversion price | $ / shares | $ 10 |
Percentage of ownership of common stock | 175.00% |
Redemption price percentage | 100.00% |
Purchase Agreement [Member] | |
Debt Instrument [Line Items] | |
Debt instrument principal amount | $ | $ 100 |
Debt instrument interest rate | 3.00% |
Debt instrument term | 48 months |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Number of consecutive trading days for preceding the delivery | 20 days |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Number of consecutive trading days for preceding the delivery | 30 days |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Notes payable fair value disclosure | $ 0 | $ 15 | |
Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Stock shares issued during the period discharge of promissory note shares | 1,500,000 | ||
Unsecured Promissory Note [Member] | Amendment to Private Investment in Public Equity Subscription Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument face amount | $ 15 | ||
Number of shares issued on conversion of debt | 1,500,000 | ||
Debt instrument term | 1 year |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) $ / shares in Units, $ in Millions | Nov. 30, 2021USD ($)$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Jun. 07, 2021$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 0.005 | $ 8.67 | ||
Fair value of the warrants at the issuance date | $ | $ 0.1 | |||
Amended Senior Secured Loan Facility [Member] | Victory Park Management, LLC [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Proceeds from lines of credit | $ | $ 10 | $ 20 | $ 20 | |
Percentage right to acquire a number of common shares on fully diluted equity | 0.20% | |||
Proceeds from issuance of equity | $ | $ 40 | |||
Percentage of fair market value of each share of common stock | 80.00% | |||
Fair market value of each share of common stock per share | $ 3.752050 | |||
Private Placement Warrants [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of Warrants outstanding | shares | 5,100,214 | |||
Exercise price | $ 11.50 | |||
Public Warrants [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of Warrants outstanding | shares | 6,344,021 | |||
Warrant Liability Related To Debt Facility [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights excercised during the period units | shares | 1,664,394 | |||
Stock issued during the period exercise of warrants | shares | 450,841 | |||
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights term | 5 years | |||
Exercise price | $ 11.50 | |||
Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | 3.273 | |||
Triggering Share Price One [Member] | Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 18 | |||
Number of days of notice to be given for the redemption of warrants | 30 days | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Number of trading days for determining the share price | 30 days | |||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |||
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights redemption price | $ 0.01 | |||
Triggering Share Price Two [Member] | Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 10 | |||
Number of days of notice to be given for the redemption of warrants | 30 days | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Number of trading days for determining the share price | 30 days | |||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |||
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights redemption price | $ 0.10 | |||
Class A And Class V Common Stock [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock previously outstanding convered into new common stock exchange ratio | 1.354387513 | 1.354387513 |
Debt and Credit Facility - Addi
Debt and Credit Facility - Additional Information (Detail) - Victory Park Management, LLC $ in Thousands | Nov. 30, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Senior Secured Loan Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||
Proceeds from sale of productive assets | $ 250 | |||
Percentage of prepayment of loans from proceeds | 100 | |||
Proceeds from lines of credit | $ 35,000 | $ 35,000 | ||
Amended Senior Secured Loan Facility | ||||
Proceeds from lines of credit | $ 10,000 | 20,000 | $ 20,000 | |
Line of credit facility, additional borrowing capacity | $ 20,000 | |||
Line of Credit | Senior Secured Loan Facility | ||||
Debt instrument, description of variable rate basis | 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55% | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Debt instrument covenant amount | $ 10,000 | |||
Line of Credit | Amended Senior Secured Loan Facility | ||||
Debt instrument, description of variable rate basis | 8.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55% | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Base Rate | Senior Secured Loan Facility | ||||
Line of credit facility, interest rate during period | 6.95% | |||
Base Rate | Amended Senior Secured Loan Facility | ||||
Line of credit facility, interest rate during period | 8.95% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Loss contingency lawsuit filing date | September 16, 2020 | |
Loss contingency settlement agreement counterparty name | Whalerock Industries Holding Company, LLC | |
Misappropriation of shares | 6.8 | |
Stock split ratio | 10:1 | |
Legal Settlement Expense [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss contingency estimate of possible loss | $ 3.2 | $ 3.2 |
Leases - Additional information
Leases - Additional information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2020 | Jan. 31, 2019 | Nov. 30, 2018 | |
PCJW Properties [Member] | |||
Initial lease term of contract | 7 years | 5 years | |
Lease rental expense | $ 20 | $ 6 | |
Annual lease escalation percentage | 5.00% | 4.00% | |
Whalerock Industries Holding Company, LLC [Member] | |||
Initial lease term of contract | 18 months | ||
Sublease rental expense | $ 140 |
Leases - Schedule of Leasing Ac
Leases - Schedule of Leasing Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 503 | $ 137 |
Short-term lease cost | 6 | 0 |
Variable lease cost | 0 | 0 |
Total lease cost | 509 | $ 137 |
Cash paid for operating leases | 532 | |
Right-of-useĀ assets obtained in exchange for new operating lease liability | $ 0 | |
Weighted-average remaining lease term - operating lease | 1 year 11 months 15 days | |
Weighted-average discount rate - operating lease | 10.00% |
Leases - Schedule Of Future Min
Leases - Schedule Of Future Minimum Rental Payments For Operating Leases (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | $ 1,580 |
2023 | 487 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 2,671 |
Less: imputed interest | (243) |
Total lease liabilities | 2,428 |
Third-Party Commitment [Member] | |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | 1,328 |
2023 | 148 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1,476 |
Less: imputed interest | (54) |
Total lease liabilities | 1,422 |
Related-Party Commitment [Member] | |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | 252 |
2023 | 339 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 1,195 |
Less: imputed interest | (189) |
Total lease liabilities | $ 1,006 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Detail) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 324,245,822 | 297,094,254 |
Common Stock, Shares, Outstanding | 324,245,822 | 297,094,254 |
Common Class A [Member] | Board Of Directors [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Issued | 324,245,822 | |
Common Stock, Shares, Outstanding | 324,245,822 | |
Common Class V [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 48,450,639 | 48,450,639 |
Common Stock, Shares, Outstanding | 48,450,639 | 48,450,639 |
Common Class V [Member] | Board Of Directors [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Issued | 48,450,639 | |
Common Stock, Shares, Outstanding | 48,450,639 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 10 years |
Risk-free interest rate | 1.50% |
Expected dividend yield | 0.00% |
Expected volatility | 40.00% |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 6 years |
Risk-free interest rate | 0.90% |
Expected dividend yield | 0.00% |
Expected volatility | 60.70% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Options outstanding | shares | 34,709,027 |
Granted | shares | 0 |
Exercised | shares | (3,336,683) |
Forfeited | shares | (459,787) |
Expired | shares | (2,595) |
Ending Options outstanding | shares | 30,909,962 |
Nonvested options, Shares | shares | 22,213,714 |
Vested and exercisable, Shares | shares | 9,140,656 |
Beginning Weighted- Average Exercise Price Options outstanding | $ / shares | $ 0.64 |
Weighted- Average Exercise Price Granted | $ / shares | 0 |
Weighted- Average Exercise Price Exercised | $ / shares | 0.45 |
Weighted- Average Exercise Price Forfeited | $ / shares | 0.66 |
Weighted- Average Exercise Price Expired | $ / shares | 0.69 |
Ending Weighted- Average Exercise Price Options outstanding | $ / shares | 0.66 |
Nonvested options, Weighted- Average Exercise Price | $ / shares | 0.71 |
Vested and exercisable, Weighted- Average Exercise Price | $ / shares | $ 0.53 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)tranches$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | |
Share based compensation by share award non vested options subject to forfeiture | shares | 444,408 | 1,009,279 |
Share based compensation by share based award non vested options subject to forfeiture weighted average exercise price | $ / shares | $ 0.69 | $ 0.62 |
Chief Executive Officer [Member] | ||
Share-based payment arrangement, expense | $ | $ 1.9 | |
Option Strike Price | $ / shares | $ 0.72 | |
Granted, Shares | shares | 11,456,061 | |
Fair value of the options on the grant date | $ | $ 10.5 | |
Employee Stock Option [Member] | ||
Share-based payment arrangement, expense | $ | $ 3.2 | $ 1.7 |
Stock options granted during period | shares | 0 | |
Employee Stock Option [Member] | Chief Executive Officer [Member] | ||
Share based payment arrangement number of tranches | tranches | 9 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Future Minimum Rental Payments (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
Less: imputed interest | $ (243) |
Total lease liabilities | 2,428 |
PCJW Properties LLC [Member] | |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
2022 (remaining) | 252 |
2023 | 339 |
2024 | 295 |
2025 | 309 |
Thereafter | 0 |
Total minimum lease payments | 1,195 |
Less: imputed interest | (189) |
Total lease liabilities | $ 1,006 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | Jan. 03, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||||
Payment for the repurchase of shares | $ 1,583,000 | ||||||
Stock shares repurchased during the period value | 1,583,000 | ||||||
Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for the repurchase of shares | $ 1,600,000 | ||||||
Stock shares repurchased during the period shares | 146,565 | ||||||
Stock shares repurchased during the period value | $ 1,600,000 | ||||||
Related Party Exercise Receivable Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Issuance of Debt | $ 1,000,000 | $ 100 | |||||
Number of Shares Pledged | 1,050,000 | 1,942,250 | |||||
Notes Payable, Related Parties | $ 0 | $ 1,100,000 | |||||
Debt Instrument, Term | 5 years | ||||||
Related Party Exercise Receivable Promissory Notes [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 1.50% | ||||||
Related Party Exercise Receivable Promissory Notes [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2.00% | ||||||
Loans To Stockholders [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument maturity date | Aug. 12, 2026 | ||||||
Interest rate | 1.87% | ||||||
Due from related parties | $ 0 | $ 15,200,000 | |||||
PCJW Properties LLC [Member] | Leasing Arrangements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease expense | $ 80,000 | $ 80,000 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - 401(k) Savings Plan [Member] - USD ($) $ in Millions | Jan. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, maximum annual contributions per employee, percent | 100.00% | 90.00% | |
Defined contribution plan, employer matching contribution percent | 4.00% | ||
Defined contribution plan, employer contribution | $ 0.4 | $ 0.2 |