美国
证券交易委员会
华盛顿特区20549
表格
（标记一）
根据1934年证券交易法第13或15(d)节的季度报告 |
截至季度结束日期的财务报告
或者
根据1934年证券交易法第13或15(d)节的转型报告书 |
在从到的过渡期间
委托文件编号：001-39866
（依据其宪章指定的注册名称）
（国家或其他管辖区的 公司成立或组织） |
（IRS雇主 |
，（主要行政办公地址） |
(邮政编码) |
(
(注册人电话号码，包括区号)
在法案第12(b)条的规定下注册的证券：
每一类的名称 |
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交易 符号: |
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在其上注册的交易所的名称 |
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请在核对标记上打勾，确认申报人（1）已在前12个月（或申报人被要求提交此类申报的缩短期间）内提交证券交易所法案第13条或第15(d)条要求申报的所有报告，以及（2）过去90天一直处于此类申报要求的范围内。
请打勾表明申报人在过去的12个月（或申报人需在该较短期间内提交这些档案）中已根据《对S-t法规（本章节第232.405条）的规定405条》提交了所有必须提交的交互式资料档案。
勾选表示登记人是大型加速申报人、加速申报人、非加速申报人、较小型申报公司或新兴成长公司。详细定义请参阅《交易所法》第1202条中“大型加速申报人”、“加速申报人”、“较小型申报公司”和“新兴成长公司”的定义。
大型加速归档人 |
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非加速归档人 |
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小型报告公司 |
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新兴成长型企业 |
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如果一家新兴成长型公司，请用勾选标记表示该申报人已选择不使用根据证交所法案13(a)条款提供的任何新的或修订过的财务会计准则的延长过渡期。
请用勾选标记指示，注册人是否属于外壳公司（交易所法规定的第120亿2条）。 是 ☐ 否
截至2024年11月8日，登记人持有
Table of Contents
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页面 |
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特别附注：关于前瞻性声明有关前瞻性陈述的特别通知 |
3 |
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第一部分。 |
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项目1。 |
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项目2。 |
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第三项。 |
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第四项。 |
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第二部分。 |
其他信息 |
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项目1。 |
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项目1A。 |
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项目2。 |
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第三项。 |
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第四项。 |
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项目5。 |
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第6项。 |
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2
关于前瞻性声明的特别说明
本季度截至2024年9月30日的10-Q表格（“季度报告”）包含根据联邦证券法的前瞻性陈述，例如在“风险因素”和“财务状况和业绩管理讨论”。这些陈述涉及重大风险和不确定性。前瞻性陈述可能涉及已知和未知的风险、不确定性和其他因素，可能导致我们的实际结果、业绩或成就与历史结果或任何未来结果或预期有重大不同。在某些情况下，您可以辨认前瞻性陈述，因为它们包含“可能”、“将”、“应该”、“预期”、“计划”、“预测”、“能够”、“打算”、“目标”、“项目”、“考虑”、“相信”、“估计”、“预测”、“潜在”或“持续”等词语，或这些词语的否定形式或其他类似的用词或表达，涉及我们的期望、策略、计划或意图。本报告中包含的前瞻性陈述可能包括关于：
我们提醒您，上述清单可能不包含本报告中提出的所有前瞻性声明。
您不应过度依赖我们对未来事件的预测，我们主要根据目前对未来事件和趋势的期望和预测，认为这些事件可能会影响我们的业务、营运成果、财务状况和前景。这些前瞻性声明描述的事件结果受到风险、不确定性和其他因素的影响，包括本季度报告中标题为“风险因素”的部分以及其他部分所描述。此外，我们在一个非常竞争激烈且迅速变化的环境中运营。新的风险和不确定性不时出现，我们无法预测可能影响本报告中包含的前瞻性声明的所有风险和不确定性。我们无法
3
保证您，前瞻性陈述所反映的结果、事件和情况将会实现或发生，而实际结果、事件或情况可能与前瞻性陈述中描述的有重大差异。
我们和其他人对于这些前瞻性陈述的最终结果概不负责。此外，本报告中所作的前瞻性陈述仅涉及陈述发表之日的事件。我们不承诺更新本报告中所作的任何前瞻性陈述，以反映本报告之日后的事件或情况或反映新资讯或未预期事件的发生，除非法律要求。
另外，"我们认为"等表述反映了我们对相关主题的信念和观点。这些声明是基于我们在本报告日期可得的信息，我们认为这些信息为这些声明提供了合理的依据，但这些信息可能有限或不完整，我们的声明不应被解读为表明我们对所有潜在可获得的相关信息进行了全面调查或审查。
特定定义
在本报告中，除非情境需求不同，所有提及「我们」、「我们的」、「我们」、「Paymentus」和「公司」的引文均指向Paymentus Holdings, Inc.及适当情况下的其合并子公司。
4
第一部分—财务信息财务信息
Ite1. 基本报表
PAYMENTUS HOLDINGS, INC.
简明综合账目兰斯·谢兹
（以千为单位，除股份及每股数据外）
(Unaudited)
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September 30, |
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12月31日, |
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2024 |
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2023 |
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资产 |
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流动资产 |
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现金及现金等价物 |
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限制性现金及现金等价物 |
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Accounts and other receivables, net of allowance for expected credit losses of $ |
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所得税应收款 |
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预付费用和其他流动资产 |
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总流动资产 |
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资产和设备，净值 |
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资本化的内部使用软件开发成本，净额 |
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无形资产, 净额 |
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商誉 |
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经营租赁权使用资产 |
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递延税款资产 |
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其他长期资产 |
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总资产 |
$ |
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$ |
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负债和股东权益 |
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流动负债 |
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应付账款 |
$ |
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$ |
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应计负债 |
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经营租赁负债流动部分 |
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合同负债 |
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应交所得税 |
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流动负债合计 |
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递延税负 |
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租赁负债，除去当前部分 |
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合同负债，减少当前部分 |
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总负债 |
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股东权益 |
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优先股，$0.0001 |
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A类普通股，$0.0005股，截至2024年4月30日和2024年1月31日，授权股票0.0005股； |
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B类普通股，$0.00003 |
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额外实收资本 |
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累计其他综合收益 |
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保留盈余 |
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股东权益总额 |
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负债和股东权益合计 |
$ |
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$ |
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随附附注是这些简明综合财务报表的重要组成部分。
5
PAYMENTUS控股有限公司。
综合收入和综合损益的简明总结合并财务报告综合收入和综合损益的营运状况
（以千为单位，除股份及每股数据外）
（未经审计）
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截至九月三十日止三个月 |
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截至九月三十日止九个月 |
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2024 |
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2023 |
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2024 |
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2023 |
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营收 |
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$ |
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$ |
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$ |
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$ |
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营业成本 |
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毛利润 |
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营业费用 |
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研究与发展 |
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销售和市场营销 |
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总务及行政 |
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总营业费用 |
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营业收入 |
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利息收益，净额 |
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其他收益（费用） |
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税前收入 |
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所得税费用 |
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净收入 |
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$ |
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每股净利润 |
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基本 |
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$ |
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$ |
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$ |
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稀释 |
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$ |
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用于计算每股净利润的加权平均股份数 |
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基本 |
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稀释 |
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综合收益 |
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净收入 |
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外币兑换差异金额，净额税后 |
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综合收益 |
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$ |
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$ |
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$ |
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$ |
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随附附注是这些简明综合财务报表的重要组成部分。
6
PAYMENTUS控股有限公司。
总体简明财务报表 O普通股权益
（以千为单位，股份数额除外）
(Unaudited)
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额外的 |
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其他 |
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总计 |
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实收 |
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综合 |
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股东的 |
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股份 |
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金额 |
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资本 |
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收益 |
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收入（亏损） |
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股权 |
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2023年12月31日的余额。 |
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$ |
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以股票为基础的薪酬 |
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发行A类普通股以换取股权奖励 |
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其他综合损失 |
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— |
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— |
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净利润 |
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— |
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— |
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— |
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2024年3月31日的结余 |
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$ |
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$ |
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$ |
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以股票为基础的薪酬 |
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发行A类普通股以换取股权奖励 |
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— |
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其他综合损失 |
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— |
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— |
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净利润 |
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— |
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— |
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2024年6月30日的余额 |
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$ |
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$ |
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$ |
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以股票为基础的薪酬 |
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发行A类普通股以换取股票奖励 |
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其他综合收益 |
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净利润 |
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— |
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— |
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2024年9月30日的余额 |
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$ |
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$ |
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$ |
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7
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额外 |
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其他 |
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总计 |
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普通股 |
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资本剩余 |
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留存盈余 |
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综合 |
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股东权益 |
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股份 |
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金额 |
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资本 |
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累积盈余 |
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收入（损失） |
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股本 |
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2022年12月31日结余 |
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$ |
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$ |
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$ |
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$ |
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$ |
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股票酬劳 |
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发行A类普通股用于股票奖励 |
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其他综合损失 |
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净收入 |
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2023年3月31日结余 |
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$ |
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$ |
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$ |
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$ |
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股票酬劳 |
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— |
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发行A类普通股用于股票奖励 |
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其他综合收益 |
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净收入 |
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2023年6月30日的余额 |
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$ |
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$ |
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$ |
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$ |
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股票酬劳 |
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发行Class A普通股以作为股票为基础的奖励 |
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其他综合损失 |
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净收入 |
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2023年9月30日的余额 |
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$ |
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$ |
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$ |
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$ |
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$ |
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附注是这些未经审计的简明综合财务报表的一个组成部分。
8
PAYMENTUS控股有限公司。
综合收入和综合损益的简明总结合并财务报告现金流量表
（以千为单位）
(Unaudited)
|
|
截至九月三十日止九个月 |
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2024 |
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2023 |
|
||
来自经营活动的现金流量 |
|
|
|
|
|
|
||
净收入 |
|
$ |
|
|
$ |
|
||
调整净利润项目以便将该项目重新分配为营运活动产生的净现金流量 |
|
|
|
|
|
|
||
折旧和摊销 |
|
|
|
|
|
|
||
递延所得税 |
|
|
( |
) |
|
|
|
|
股票酬劳 |
|
|
|
|
|
|
||
非现金租赁费用 |
|
|
|
|
|
|
||
合同资产摊销 |
|
|
|
|
|
|
||
预期信用亏损准备的提存 |
|
|
|
|
|
( |
) |
|
其他非现金调整项 |
|
|
( |
) |
|
|
|
|
营运资产和负债的变化 |
|
|
|
|
|
|
||
应收帐款和其他应收款 |
|
|
( |
) |
|
|
( |
) |
预付费用及其他流动和长期资产 |
|
|
( |
) |
|
|
( |
) |
应付帐款 |
|
|
|
|
|
|
||
应计负债 |
|
|
( |
) |
|
|
|
|
运营租赁负债 |
|
|
( |
) |
|
|
( |
) |
合约负债 |
|
|
( |
) |
|
|
|
|
应收所得税，减去应付 |
|
|
( |
) |
|
|
( |
) |
经营活动产生的净现金流量 |
|
|
|
|
|
|
||
投资活动产生的现金流量 |
|
|
|
|
|
|
||
购买不动产和设备 |
|
|
( |
) |
|
|
( |
) |
购买带利息存款 |
|
|
( |
) |
|
|
|
|
到期的带利息存款收益 |
|
|
|
|
|
|
||
资本化的内部使用软件开发成本 |
|
|
( |
) |
|
|
( |
) |
投资活动中使用的净现金 |
|
|
( |
) |
|
|
( |
) |
财务活动中的现金流量 |
|
|
|
|
|
|
||
行使股票授予的收益 |
|
|
|
|
|
|
||
解决与先前收购相关的保留责任 |
|
|
( |
) |
|
|
|
|
支付其他融资债务 |
|
|
|
|
|
( |
) |
|
融资租赁付款 |
|
|
|
|
|
( |
) |
|
筹集资金的净现金流量 |
|
|
( |
) |
|
|
( |
) |
汇率变动对现金及现金等价物和受限现金的影响 |
|
|
( |
) |
|
|
|
|
现金、现金等价物和受限现金的净增加额 |
|
|
|
|
|
|
||
期初现金及现金等价物和受限现金 |
|
|
|
|
|
|
||
期末现金及现金等价物和受限现金 |
|
$ |
|
|
$ |
|
||
现金及现金等价物和受限现金的调解： |
|
|
|
|
|
|
||
期初现金及现金等价物 |
|
|
|
|
|
|
||
期初受限现金 |
|
|
|
|
|
|
||
期初现金及现金等价物和受限现金 |
|
$ |
|
|
$ |
|
||
期末现金及现金等价物余额 |
|
|
|
|
|
|
||
期末受限制现金 |
|
|
|
|
|
|
||
期末现金及现金等价物和受限制现金 |
|
$ |
|
|
$ |
|
||
现金流量资讯的补充披露： |
|
|
|
|
|
|
||
支付的现金所得税，扣除退款后净额 |
|
$ |
|
|
$ |
|
||
以营业租赁义务换取的使用权资产 |
|
$ |
|
|
$ |
|
||
随附附注是这些简明综合财务报表的重要组成部分。
9
PAYMENTUS控股有限公司。
简明综合财务报表附注财务报表附注
（除非另有说明，所有数字单位均为千）
(Unaudited)
1. 组织和业务描述
业务描述
Paymentus Holdings, Inc.及其全资拥有的子公司（以下简称“Paymentus”或“公司”）提供电子账单呈现和支付服务，企业客户沟通和自助营业收入管理，透过软体即服务（SaaS）的安全、全通道技术平台。 该平台无缝集成到账单的核心财务和运营系统，提供灵活和安全的支付处理方式，包括信用卡、借记卡、电子支票和数位钱包，在众多通道上提供功能，包括在线、移动、IVR、呼叫中心、聊天机器人和语音助理。 Paymentus于2011年9月2日在特拉华州成立，办公地点位于北卡罗来纳州夏洛特、德克萨斯州达拉斯、加利福尼亚州圣塔克拉拉、安大略省里士满山（加拿大）和古尔加瑞姆，莫哈里。 并且班加罗尔（印度）。 公司总部设于北卡罗来纳州夏洛特。
2. 报表呈现基础及重要会计政策摘要
报告基础
随附的未经审计的暂时简化综合财务报表和相关附注，是根据美国通用会计原则（“GAAP”）和美国证券交易委员会（“SEC”）有关暂时财务报告的适用规则和法规来准备的。因此，这些未经审计的简化综合财务报表和相关附注并不包括根据GAAP准备的年度综合财务报表通常要求的所有披露。因此，应该同时阅读这些未经审计的简化综合财务报表和相关附注以及公司的2023年12月31日提交给SEC的10-K表格中包含的经审计的综合财务报表和相关附注（“2023 10-K”）。
合并原则
未经审计的暂时简化综合财务报表包括公司及其全资子公司的账户。所有公司内部账户和余额在合并时予以清除。
估计的使用
按照GAAP的要求编制简明合并财务报表需要管理层进行影响合并财务报表及附注报表中数额的估计和假设。此类估计包括营业收入确认、营业成本确认、信贷损失准备金、有形和无形资产寿命、已获取无形资产的估值以及无形资产的回收性或减值、包括商誉、内部使用软件开发成本、发行的股票认股权证的估值、基于股票的补偿和所得税会计。公司的估计基于历史经验以及管理层认为合理的假设。公司定期评估这些估计；然而，实际结果可能与这些估计不同。
托管账户
公司已与其商户处理器建立了关系，以充当收款和付款代理，商户处理器从客户处收取资金并根据公司收到的指示将该资金转交给相应的Paymentus客户。这些商户处理器充当所收现金的保管人，公司对这些托管账户中持有的资金没有法律所有权，并且不控制这些资金的使用。由于公司不取得这些资金的所有权，这些托管账户不包括在公司的合并资产负债表中。截至2024年9月30日和2023年12月31日，这些商户处理器持有的托管账户中现金余额为 $
10
信用风险集中
可能使本公司承受信贷风险的金融工具主要包括现金、现金等值及应收帐款。本公司在具有投资等级的优质金融机构保持现金及现金等值。对于应收帐款方面，如客户及经销商未付款，本公司将承受信贷风险，以合并资产负债表所记录的金额。.
区段资讯
营运部门定义为企业的组成部分，其中有提供单独的财务资讯，并由首席营运决策者（「CODM」）定期评估，以决定如何做出营运决策、分配资源和评估表现新西兰。本公司有
重要会计政策摘要
本公司的重要会计政策载于附注 2「重要会计政策的呈现基础及摘要」、截至 2023 年 12 月 31 日及 2022 年 12 月 31 日之综合财务报表附注，以及截至 2023 年 12 月 31 日、2022 年及 2021 年十二月三十一日止年度，包括于 2023 年表格 10-k 表格内。截至 2024 年 9 月 30 日止的三个月和九个月内，这些政策没有发生重大变化.
最近采用的会计准则
根据 2012 年《快速创业法》，本公司可选择采用新的或经修订会计指引，作为「新兴增长公司」，可选择（1）在与公共商业实体适用的相同期间内，或 (2) 在与非公共商业实体相同的时间内，包括在允许的情况下提早采用。除了本公司选择提前采用的标准外，在允许的情况下，本公司选择在与非公开业务实体同期内采纳新或修订的会计指引，如下所述。
以下未列出的会计准则更新 (「ASU」) 已评估，并确定不适用，或预计不会对合并财务报表产生重大影响。
尚未通过会计声明
2023 年 11 月，财务会计准则委员会（「FASB」）发布 ASU 2023-07，分段报告（主题 280）：应报告部分披露的改进。ASU 2023-07 扩大公共实体的部分披露，要求披露定期向 CoDm 提供并包括在每个报告的部分盈利或亏损评价中的重大部分开支、其他部分项目的组成的金额和描述，以及应报告部门的盈亏和资产的中期披露。ASU 2023-07 规定的所有披露规定也适用于具有单一应报告细分的公共实体。《ASU 2023-07》的修订对于 2023 年 12 月 15 日以后开始的会计年度以及 2024 年 12 月 15 日后开始的财政年度内的中期对上市公司生效。允许提早领养。我们目前正在评估采用这项新指引对我们简明的合并财务报表和相关披露的潜在影响。
2023 年 12 月，FasB 发布了 ASU 2023-09「所得税披露」，该声明对所有实体所支付的所得税的年度披露进行了更改，并要求实体披露已支付的所得税金额（除去收到的退款），按联邦，州和外国司法管辖区划分。此外，对于占总所得税总额 5% 或更多的个别司法管辖区，实体必须披露已缴纳的所得税（扣除已收到的退款）。5％ 临界值是使用每个司法管辖区的退款净额或净付款的绝对值，与已缴的所得税总额的绝对值（已收到的退款扣除后）进行评估。ASU 2023-09 要求所有实体披露经营来自持续业务的国内外税前收入（或损失）以及按联邦、州和外部部分划分的所得税费用（或福利）。根据司法管辖区划分，应根据征收税务的司法管辖区按管辖区划分税。《上市公司》2023-09 年度的修订对于 2024 年 12 月 15 日后开始的财政年度生效。允许提早领养。我们目前正在评估采用这项新指引对我们简明的合并财务报表和相关披露的潜在影响。
11
3. 营业收入、履行义务和合同余额
营业收入的分解
以下表格显示了与客户合同的收入细分：
|
|
截至九月三十日止三个月 |
|
|
截至九月三十日止九个月 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(以千为单位) |
|
|||||||||||||
支付交易处理营业收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
其他 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
营业总收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
用户数所在地区的营业收入如下：
|
|
截至9月30日三个月结束时， |
|
|
截至9月30日九个月结束时， |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
（以千为单位） |
|
|||||||||||||
美国 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
其他 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
总计 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
待履行绩效义务
截至2024年9月30日，分配给尚未履行或部分尚未履行的履行义务的交易价格总额为 $
合同余额包括以下内容： $
合约余额
合同余额包括以下内容：
|
|
九月三十日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(以千计) |
|
|||||
包括在以下合同资产中： |
|
|
|
|
|
|
||
预付费用及其他流动资产 |
|
$ |
|
|
$ |
|
||
其他长期资产 |
|
|
|
|
|
|
||
合同资产总额 |
|
$ |
|
|
$ |
|
||
合同负债: |
|
|
|
|
|
|
||
当前 |
|
$ |
|
|
$ |
|
||
非流动资产 |
|
|
|
|
|
|
||
合约负债总额 |
|
$ |
|
|
$ |
|
||
12
资产合约相关的摊提包括在综合损益表中。 合并财务报表中的资产摊提及合共收益如下：
|
|
截至九月三十日止三个月 |
|
|
截至九月三十日止九个月 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(以千为单位) |
|
|||||||||||||
营收 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
销售和市场营销 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
资产合约的总摊提 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2024年及2023年截至9月30日，已包含在各期初合同负债余额中的营业收入分别为 $
4. 资产及设备净值
有形资产及设备净额包括以下内容：
|
|
九月三十日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(以千为单位) |
|
|||||
计算机设备 |
|
$ |
|
|
$ |
|
||
家具和装置 |
|
|
|
|
|
|
||
租赁改良 |
|
|
|
|
|
|
||
总固定资产 |
|
|
|
|
|
|
||
减：累积折旧 |
|
|
( |
) |
|
|
( |
) |
物业及设备，扣除折旧后净值 |
|
$ |
|
|
$ |
|
||
该公司于2024年及2023年9月30日结束的三个月中分别记录的设备及资产折旧费用为 $
公司的地理位置资产的地理位置，包括物业和设备，根据资产的实际位置如下：
|
|
9月30日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
（以千为单位） |
|
|||||
美国 |
|
$ |
|
|
$ |
|
||
其他 |
|
|
|
|
|
|
||
总计 |
|
$ |
|
|
$ |
|
||
5. 商誉、内部使用软件开发成本和无形资产
商誉
各报告单位商誉携带金额的变更情况如下 （以千为单位）：
|
|
美国 |
|
|
其他 |
|
|
总计 |
|
|||
截至2023年12月31日的结余 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
外汇转换调整 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
截至2024年9月30日的余额 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
内部使用软件开发成本
在截至2024年和2023年9月30日的三个月内，公司的资产化 $
13
截至2024年和2023年9月30日止三个月期间，公司分别记录了 $
无形资产
无形资产净值包括以下项目（以千为单位）：
|
|
2024年9月30日 |
|
|||||||||
|
|
总 |
|
|
累计 |
|
|
净 |
|
|||
科技 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
客户关系 |
|
|
|
|
|
( |
) |
|
|
|
||
软体和授权 |
|
|
|
|
|
( |
) |
|
|
|
||
商标 |
|
|
|
|
|
( |
) |
|
|
|
||
总计 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
2023年12月31日 |
|
|||||||||
|
|
毛利 |
|
|
累积 |
|
|
净值 |
|
|||
科技 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
客户关系 |
|
|
|
|
|
( |
) |
|
|
|
||
软件和许可证 |
|
|
|
|
|
( |
) |
|
|
|
||
商标 |
|
|
|
|
|
( |
) |
|
|
|
||
总计 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
无形资产摊销费用为 $
截至 截至2024年9月30日，未来预期摊销费用如下（以千为单位）：
截至十二月三十一日年终 |
|
|
|
|
2024年（剩余3个月） |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
此后 |
|
|
|
|
未来摊销费用总额 |
|
$ |
|
|
在2023和2024年6月30日结束的三个和六个月中，有资产减损处理记录。更新计算公司进行中的研究和开发资产（“IPR&D”）公平价值所使用的关键假设可能会改变公司未来短期内回收IPR&D资产的带值估计。
6. 应计负债
应计负债的组成如下：
|
|
九月三十日， |
|
|
12月31日， |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(以千为单位) |
|
|||||
工资和与员工相关的费用 |
|
$ |
|
|
$ |
|
||
其他应计负债 |
|
|
|
|
|
|
||
总计 |
|
$ |
|
|
$ |
|
||
14
7. Commitments and Contingencies
Other Commitments
Legal Matters
The Company is involved from time to time in various claims and legal proceedings arising in the ordinary course of business. From time to time as appropriate, the Company accrues liabilities related to legal claims in its financial statements. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that, as of September 30, 2024, no current claims and legal proceedings will have a material adverse effect on its financial position, results of operations, or cash flows.
Indemnification
The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company’s officers, directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Company’s activities or non-compliance with obligations or representations made by the Company. The Company seeks to limit, or cap, its indemnification exposure in its commercial and other contracts. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision.
8. Equity
Warrant
On May 13, 2021, the Company entered into a warrant agreement with JPMC Strategic Investments I Corporation (“JPMC”), an affiliate of J.P. Morgan Securities LLC, an underwriter in our 2021 initial public offering ("IPO"), pursuant to which the Company agreed to issue a warrant to JPMC for up to
On August 29, 2022, the Company entered into a second warrant agreement with JPMC, in connection with an amendment to the Company's existing commercial agreement with JPM Chase discussed above, pursuant to which the Company issued a warrant to JPMC for up to
As of September 30, 2024, an aggregate of
The Company accounts for the consideration payable in the form of warrants to its vendor as share based compensation expense. The warrant fair value was determined using the Black-Scholes pricing model in accordance with ASC 718, Compensation-Stock Compensation.
9. Stock-Based Compensation
In May 2021, the Company’s board of directors (the "Board") adopted, and its stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective in connection with the IPO. The 2021 Plan provides for the grant
15
of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code ("IRC"), to the Company’s employees and any of its parent or subsidiary corporations’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, and performance awards to the Company’s employees, directors and consultants and any of its parent or subsidiary corporations’ employees and consultants. A total of approximately
Stock Options
A summary of the Company’s option activity during the nine months ended September 30, 2024 was as follows (in thousands, except for share and per share amount):
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
||||
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
||||
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
||||
|
Options |
|
|
Exercise Price |
|
|
Contractual |
|
|
Intrinsic |
|
||||
|
Outstanding |
|
|
per Share |
|
|
Life (years) |
|
|
Value |
|
||||
Outstanding at December 31, 2023 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options exercised |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Options forfeited |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Restricted Stock Units (“RSUs”)
A summary of the Company’s RSU activity during the nine months ended September 30, 2024 was as follows:
|
|
|
|
Weighted- |
|
||
|
Number of |
|
|
Average |
|
||
|
RSUs |
|
|
Grant Date |
|
||
|
Outstanding |
|
|
Fair Value |
|
||
Awarded and unvested at December 31, 2023 |
|
|
|
$ |
|
||
Awards granted |
|
|
|
|
|
||
Awards vested |
|
( |
) |
|
|
|
|
Awards forfeited |
|
( |
) |
|
|
|
|
Awarded and unvested at September 30, 2024 |
|
|
|
$ |
|
||
16
The fair value of RSU grants is determined based upon the market closing price of the Company’s Class A common stock on the date of grant. RSUs vest over the requisite service period, which generally ranges between four years and five years from the date of grant for employees and one to three years for directors, subject to continued employment for employees and provision of services for non-employees.
Stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive income was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
At September 30, 2024, there was $
At September 30, 2024, there was $
10. Income Taxes
The Company computes its tax provision for the three and nine months ended September 30, 2024 by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusting for discrete items arising in that quarter. During the current quarter, given demonstrated profitability net of permanent adjustments now resulting in cumulative income in recent years and other positive factors including the utilization of federal net operating losses and continued forecasted profitability, the Company has determined to release its valuation allowance against most US deferred tax assets, resulting in a discrete benefit for the three months ended September 30, 2024.
The Company’s effective tax rate for the three and nine months ended September 30, 2024 was
The Company forecasts an estimated effective tax rate in 2024, exclusive of discrete benefits, of
11. Net Income per Share Attributable to Common Stock
Basic net income per share attributable to common stock is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period.
Diluted net income per share attributable to common stock is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. The dilutive effect of outstanding options, RSUs and warrants is reflected in diluted net income per share attributable to common stock by application of the treasury stock method. The calculation of diluted net income per share attributable to common stock excludes all anti-dilutive common shares.
The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net income per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.
17
The following table sets forth the computation of basic and diluted net income per share attributable to common stock (in thousands, except for share and per share data):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
||||
Net income |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Denominator: |
|
|
|
|
|
|
|
|
||||
Weighted-average shares of common stock — basic |
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock options to purchase common stock |
|
|
|
|
|
|
|
|
||||
Dilutive effect of RSUs |
|
|
|
|
|
|
|
|
||||
Dilutive effect of warrants |
|
|
|
|
|
|
|
|
||||
Weighted-average shares of common stock — diluted |
|
|
|
|
|
|
|
|
||||
Net income per share |
|
|
|
|
|
|
|
|
||||
Basic |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Diluted |
$ |
|
$ |
|
$ |
|
$ |
|
||||
The following table summarizes the weighted average securities that were excluded from the computation of diluted net income per share attributable to common stock as their inclusion would have been antidilutive:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
Stock options to purchase common stock |
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
||||
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a leading provider of cloud-based bill payment technology and solutions. We deliver our next-generation product suite through a modern technology stack to more than 2,200 biller business and financial institution clients. Our platform was used by approximately 34 million consumers and businesses in North America in December 2023 to pay their bills, make money movements and engage with our clients. We serve billers of all sizes that primarily provide non-discretionary services across a variety of industry verticals, including utilities, financial services, insurance, government, telecommunications, real estate management, healthcare and education. We also serve financial institutions by providing them with a modern platform that their customers use for bill payment, account-to-account transfers and person-to-person transfers. By powering this comprehensive network of billers and financial institutions, each with their own set of bill payment requirements, we believe we have created an enviable feedback loop that enables us to continuously drive innovation, grow our business and uniquely improve the electronic bill payment experience for participants in the bill payment ecosystem.
Our platform provides our clients with easy-to-use, flexible and secure electronic bill payment experiences powered by an omni-channel payment infrastructure that allows consumers to pay their bills using their preferred payment type and channel. Because our biller platform is developed on a single code base and leverages a SaaS infrastructure, we can rapidly deploy new features and tools to our entire biller base simultaneously. Through a single point of integration to our billers’ core financial and operating systems, our mission-critical solutions provide our billers with a payments operating system that helps them collect revenue faster and more profitably and empower their consumers with the information and transparency needed to control their finances.
Transactions Processed
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||
|
2024 |
|
|
2023 |
|
|
% Growth |
|
|
2024 |
|
|
2023 |
|
|
% Growth |
|
||||||
|
(in millions) |
|
|
|
|
|
(in millions) |
|
|
|
|
||||||||||||
Transactions processed |
|
155.3 |
|
|
|
115.4 |
|
|
|
34.6 |
% |
|
|
431.0 |
|
|
|
333.4 |
|
|
|
29.3 |
% |
We define transactions processed as the number of revenue generating payment transactions, such as checks, credit card and debit card transactions, automated clearing house, or ACH, items and emerging payment types, which are initiated and generally processed through our platform during a period. The number of transactions also includes account-to-account and person-to-person transfers. The increase in the number of transactions processed during the three and nine months ended September 30, 2024 as compared to the same periods in 2023 was primarily driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions.
Other Key Factors and Trends Affecting Our Operating Results
The discussion below includes a number of forward-looking statements regarding our future performance. For a discussion of important factors, including the continuing development of our business and other factors which could cause actual results to differ materially from matters referred to below, see the discussions under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” herein and in our Form 10-K for the year ended December 31, 2023 or, the "2023 Form 10-K".
Impact of Economic and Inflationary Trends
Inflationary pressures have moderated, with price increases occurring at a reduced pace, and current expectations indicate further deceleration in inflation. However, economic uncertainty persists and may continue to present challenges to our performance for the remainder of 2024 and into 2025. While inflationary conditions have stabilized, elevated costs, particularly in the utility sector, and higher interchange fees remain impactful. We are proactively adjusting pricing to mitigate these pressures; however, the timing of our adjustments typically lags the inflationary effects experienced by our clients. We will remain vigilant in monitoring the economic landscape and will implement further pricing adjustments as necessary to address ongoing market dynamics.
Non-GAAP Measures
We use supplemental measures of our performance that are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP. These supplemental non-GAAP measures include contribution profit, adjusted gross profit, adjusted EBITDA and free cash flow.
Contribution Profit
19
We calculate contribution profit as gross profit plus other cost of revenue. Other cost of revenue equals cost of revenue less interchange and assessment fees paid by us to our payment processors.
Adjusted Gross Profit
We calculate adjusted gross profit as gross profit adjusted for non-cash items, primarily stock-based compensation and amortization of acquisition-related intangible assets and capitalized software development costs.
Adjusted EBITDA
We calculate adjusted EBITDA as net income before interest income, net, other income (expense), depreciation and amortization of acquisition-related intangible assets and capitalized software development costs, and income taxes, adjusted to exclude the effects of foreign exchange gains (losses), stock-based compensation expense and certain nonrecurring expenses that management believes are not indicative of ongoing operations.
Free Cash Flow
We calculate free cash flow as net cash provided by (used in) operating activities less capital expenditures, other intangible assets acquired, and capitalized internal-use software development costs.
How we use Non-GAAP Measures
We use non-GAAP measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management and our board of directors to more fully understand our consolidated financial performance from period to period and helps management project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP measures provide our investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. In particular, we exclude interchange and assessment fees in the presentation of contribution profit because we believe inclusion is less directly reflective of our operating performance as we do not control the payment product or channel used by consumers, which is the primary determinant of the amount of interchange and assessment fees. We use contribution profit to measure the amount available to fund our operations after interchange and assessment fees, which are directly linked to the number of transactions we process and thus our revenue and gross profit. There are limitations to the use of the non-GAAP measures presented in this report. Our non-GAAP measures may not be comparable to similarly titled measures of other companies; other companies, including companies in our industry, may calculate non-GAAP measures differently than we do, limiting the usefulness of those measures for comparative purposes. These non-GAAP measures should not be considered in isolation from or as a substitute for financial measures prepared in accordance with GAAP.
We also urge you to review the reconciliation of these non-GAAP financial measures included below. To properly and prudently evaluate our business, we encourage you to review the condensed consolidated financial statements and related notes included elsewhere in this report and to not rely on any single financial measure to evaluate our business.
Contribution Profit
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
|
(in thousands) |
|
||||||||||
Gross profit |
$ |
60,665 |
|
$ |
46,910 |
|
$ |
172,141 |
|
$ |
132,850 |
|
Plus: other cost of revenue |
|
19,339 |
|
|
14,583 |
|
|
53,711 |
|
|
41,764 |
|
Contribution profit |
$ |
80,004 |
|
$ |
61,493 |
|
$ |
225,852 |
|
$ |
174,614 |
|
In general, contribution profit is driven by the number of transactions we process offset by network fees associated with processing those transactions. The amount of contribution profit per transaction may vary due to a variety of factors substantially outside of our control, including client size, type and industry as well as whether the client is a biller, financial institution or other partner. Contribution profit for the three and nine months ended September 30, 2024 increased approximately 30.1%, and 29.3%, respectively, as compared to the same periods in 2023. The increase was primarily driven by growth in transaction count and volume driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions.
20
Adjusted Gross Profit
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
|
(in thousands) |
|
||||||||||
Gross profit |
$ |
60,665 |
|
$ |
46,910 |
|
$ |
172,141 |
|
$ |
132,850 |
|
Stock-based compensation |
|
67 |
|
|
36 |
|
|
184 |
|
|
110 |
|
Amortization of capitalized software development costs |
|
4,627 |
|
|
3,493 |
|
|
13,022 |
|
|
9,473 |
|
Amortization of acquisition-related intangibles |
|
829 |
|
|
829 |
|
|
2,486 |
|
|
2,486 |
|
Adjusted gross profit |
$ |
66,188 |
|
$ |
51,268 |
|
$ |
187,833 |
|
$ |
144,919 |
|
Adjusted gross profit for the three and nine months ended September 30, 2024 increased 29.1% and 29.6%, respectively, as compared to the same periods in 2023. Adjusted gross profit improved in line with contribution profit. Adjusted gross profit as a percentage of contribution profit remained consistent for the three and nine months ended September 30, 2024. Adjusted gross profit is driven primarily by the same factors that impact gross profit with the exception of excluding the amortization and stock-based compensation recorded in cost of revenue. The increase in amortization was driven by additional capitalization of software costs.
Adjusted EBITDA
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
|
(in thousands) |
|
||||||||||
Net income — GAAP |
$ |
14,430 |
|
$ |
6,377 |
|
|
31,020 |
|
$ |
12,920 |
|
Interest income, net |
|
(2,342 |
) |
|
(1,905 |
) |
|
(6,722 |
) |
|
(5,003 |
) |
Other income (1) |
|
— |
|
|
— |
|
|
(213 |
) |
|
— |
|
Provision for income taxes |
|
5 |
|
|
822 |
|
|
6,644 |
|
|
1,004 |
|
Amortization of capitalized software development costs |
|
7,097 |
|
|
5,473 |
|
|
20,147 |
|
|
15,286 |
|
Amortization of acquisition-related intangibles |
|
2,020 |
|
|
2,095 |
|
|
6,061 |
|
|
6,359 |
|
Depreciation |
|
204 |
|
|
204 |
|
|
619 |
|
|
669 |
|
EBITDA |
$ |
21,414 |
|
$ |
13,066 |
|
$ |
57,556 |
|
$ |
31,235 |
|
|
|
|
|
|
|
|
|
|
||||
Adjustments |
|
|
|
|
|
|
|
|
||||
Foreign exchange (gain) loss |
|
(4 |
) |
|
17 |
|
|
(61 |
) |
|
32 |
|
Stock-based compensation |
|
3,168 |
|
|
2,456 |
|
|
9,424 |
|
|
6,891 |
|
Adjusted EBITDA |
$ |
24,578 |
|
$ |
15,539 |
|
$ |
66,919 |
|
$ |
38,158 |
|
(1) Other income consists of a remeasurement adjustment relating to the purchase price of a prior acquisition.
Adjusted EBITDA is a measure of profitability and generally is expected to move in line with revenue, contribution profit, gross profit and adjusted gross profit. Adjusted EBITDA increased 58.2% and 75.4% in the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023. The increase was primarily driven by growth in transaction count and volume driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions and the implementation of certain cost improvement measures.
21
Free Cash Flow
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
||||
|
(in thousands) |
|
||||||||||
Net cash provided by operating activities |
$ |
6,737 |
|
$ |
13,143 |
|
$ |
35,721 |
|
$ |
44,387 |
|
Purchases of property and equipment and software |
|
(72 |
) |
|
(158 |
) |
|
(376 |
) |
|
(511 |
) |
Capitalized internal-use software development costs |
|
(8,876 |
) |
|
(8,728 |
) |
|
(27,238 |
) |
|
(25,339 |
) |
Free cash flow |
$ |
(2,211 |
) |
$ |
4,257 |
|
$ |
8,107 |
|
$ |
18,537 |
|
Net cash used in investing activities |
$ |
(8,828 |
) |
$ |
(8,886 |
) |
$ |
(27,617 |
) |
$ |
(25,850 |
) |
Net cash provided by (used in) financing activities |
$ |
(20 |
) |
$ |
234 |
|
$ |
(389 |
) |
$ |
(1,376 |
) |
The decrease in free cash flow for the three and nine months ended September 30, 2024, as compared to the same periods in 2023, was primarily due to decreases in cash generated from operations.
Results of Operations
The following table sets forth our condensed consolidated statements of operations for the periods presented:
|
|
Three Months Ended September 30, |
|
Change |
|
Nine Months Ended September 30, |
|
Change |
|
||||||||||||||||
|
|
2024 |
|
2023 |
|
$ |
|
% |
|
2024 |
|
2023 |
|
$ |
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
||||||||||||
Revenue |
|
$ |
231,571 |
|
$ |
152,423 |
|
$ |
79,148 |
|
|
51.9 |
% |
$ |
613,868 |
|
$ |
449,690 |
|
$ |
164,178 |
|
|
36.5 |
% |
Cost of revenue |
|
|
170,906 |
|
|
105,513 |
|
|
65,393 |
|
|
62.0 |
% |
|
441,727 |
|
|
316,840 |
|
|
124,887 |
|
|
39.4 |
% |
Gross profit |
|
|
60,665 |
|
|
46,910 |
|
|
13,755 |
|
|
29.3 |
% |
|
172,141 |
|
|
132,850 |
|
|
39,291 |
|
|
29.6 |
% |
Gross margin (1) |
|
|
26.2 |
% |
|
30.8 |
% |
|
|
|
|
|
28.0 |
% |
|
29.5 |
% |
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development |
|
|
13,187 |
|
|
11,035 |
|
|
2,152 |
|
|
19.5 |
% |
|
37,773 |
|
|
33,595 |
|
|
4,178 |
|
|
12.4 |
% |
Sales and marketing |
|
|
26,451 |
|
|
21,481 |
|
|
4,970 |
|
|
23.1 |
% |
|
76,456 |
|
|
63,344 |
|
|
13,112 |
|
|
20.7 |
% |
General and administrative |
|
|
8,939 |
|
|
9,083 |
|
|
(144 |
) |
|
(1.6 |
)% |
|
27,245 |
|
|
26,958 |
|
|
287 |
|
|
1.1 |
% |
Total operating expenses |
|
|
48,577 |
|
|
41,599 |
|
|
6,978 |
|
|
16.8 |
% |
|
141,474 |
|
|
123,897 |
|
|
17,577 |
|
|
14.2 |
% |
Income from operations |
|
|
12,088 |
|
|
5,311 |
|
|
6,777 |
|
n/m |
|
|
30,667 |
|
|
8,953 |
|
|
21,714 |
|
n/m |
|
||
Interest income, net |
|
|
2,342 |
|
|
1,905 |
|
|
437 |
|
|
22.9 |
% |
|
6,722 |
|
|
5,003 |
|
|
1,719 |
|
|
34.4 |
% |
Other income (expense) (2) |
|
|
5 |
|
|
(17 |
) |
|
22 |
|
n/m |
|
|
275 |
|
|
(32 |
) |
|
307 |
|
n/m |
|
||
Income before income taxes |
|
|
14,435 |
|
|
7,199 |
|
|
7,236 |
|
n/m |
|
|
37,664 |
|
|
13,924 |
|
|
23,740 |
|
n/m |
|
||
Provision for income taxes |
|
|
(5 |
) |
|
(822 |
) |
|
817 |
|
|
(99.4 |
)% |
|
(6,644 |
) |
|
(1,004 |
) |
|
(5,640 |
) |
n/m |
|
|
Net income |
|
$ |
14,430 |
|
$ |
6,377 |
|
$ |
8,053 |
|
n/m |
|
$ |
31,020 |
|
$ |
12,920 |
|
$ |
18,100 |
|
n/m |
|
||
________________
n/m - not meaningful
(1) Gross margin is calculated as gross profit divided by revenue.
(2) Other income (expense) includes a remeasurement adjustment relating to the purchase price of a prior acquisition.
22
The following table presents the components of our condensed consolidated statements of operations for the periods presented as a percentage of revenue:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenue |
|
|
73.8 |
% |
|
|
69.2 |
% |
|
|
72.0 |
% |
|
|
70.5 |
% |
Gross profit |
|
|
26.2 |
% |
|
|
30.8 |
% |
|
|
28.0 |
% |
|
|
29.5 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
5.7 |
% |
|
|
7.2 |
% |
|
|
6.20 |
% |
|
|
7.5 |
% |
Sales and marketing |
|
|
11.4 |
% |
|
|
14.1 |
% |
|
|
12.50 |
% |
|
|
14.1 |
% |
General and administrative |
|
|
3.9 |
% |
|
|
6.0 |
% |
|
|
4.40 |
% |
|
|
6.0 |
% |
Total operating expenses |
|
|
21.0 |
% |
|
|
27.3 |
% |
|
|
23.1 |
% |
|
|
27.6 |
% |
Income from operations |
|
|
5.2 |
% |
|
|
3.5 |
% |
|
|
5.0 |
% |
|
|
1.9 |
% |
Interest income, net |
|
|
1.0 |
% |
|
|
1.2 |
% |
|
|
1.1 |
% |
|
|
1.1 |
% |
Other income (expense) |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Income before income taxes |
|
|
6.2 |
% |
|
|
4.7 |
% |
|
|
6.1 |
% |
|
|
3.0 |
% |
Provision for income taxes |
|
|
— |
|
|
|
(0.5 |
)% |
|
|
(1.1 |
)% |
|
|
(0.2 |
)% |
Net income |
|
|
6.2 |
% |
|
|
4.2 |
% |
|
|
5.0 |
% |
|
|
2.8 |
% |
Comparison of the Three Months Ended September 30, 2024 and 2023
Revenue
The increase in revenue was primarily driven by an increase in the number of transactions processed, which was driven by the implementation of new billers, the early launch of certain large enterprise billers and increased transactions from our existing billers.
Cost of Revenue, Gross Profit and Gross Margin
The increase in cost of revenue was driven by the increase in revenue and transactions processed, as it consists primarily of interchange fees and processor costs, as well as other direct costs associated with making our platform available to our billers.
Gross margin decreased due to changes in customer mix resulting primarily from the addition of large high volume enterprise billers with lower margins to our customer base.
Research and Development Expenses
The increase in research and development expenses was primarily due to increased amortization of capitalized internal-use software development costs and an increase in employee-related costs, including an increase in stock-based compensation expenses.
Sales and Marketing Expenses
The increase in sales and marketing expenses was primarily due to increased employee-related costs as a result of increased hiring, including higher stock-based compensation expenses, and reseller commissions including amortization of warrants.
General and Administrative Expenses
The marginal decrease in general and administrative expenses was primarily due to lower cost of insurance premiums of certain business policies and stock-based compensation expenses, which were offset by an increase in legal fees.
Interest Income, net
The increase in interest income, net was a result of higher cash balances held with banks for the three months ended September 30, 2024 compared to the same period in 2023.
Income Taxes
For the three months ended September 30, 2024, the Company’s effective tax rate was 0.03%, lower than the 11.41% in the same period of 2023. The primary driver for the lower rate in 2024 was the release of a valuation allowance on U.S. deferred tax assets, while the 2023 rate was influenced by a full valuation allowance. Additionally, in 2024, the Company
23
recognized discrete benefits related to stock-based compensation and finalized research and development credit claims, further lowering the effective tax rate.
Comparison of the Nine Months Ended September 30, 2024 and 2023
Revenue
The increase in revenue was primarily driven by an increase in the number of transactions processed, which was driven by the implementation of new billers and increased transactions from our existing billers. Revenue increase was also driven by pricing improvements.
Cost of Revenue, Gross Profit and Gross Margin
The increase in cost of revenue was driven by the increase in revenue and transactions processed, as it consists primarily of interchange fees and processor costs, as well as other direct costs associated with making our platform available to our billers.
Gross margin experienced a slight decrease, driven by changes in customer mix resulting primarily from the addition of large, high-volume enterprise billers with lower margins in our biller mix. This decline was partially offset by cost improvement initiatives and the realization of economies of scale.
Research and Development Expenses
The increase in research and development expenses was primarily due to increased amortization of capitalized internal-use software development costs and an increase in employee-related costs, including an increase in stock-based compensation.
Sales and Marketing Expenses
The increase in sales and marketing expenses was primarily due to increased employee-related costs as a result of increased hiring, including higher stock-based compensation expenses, and reseller commissions including amortization of warrants.
General and Administrative Expenses
The marginal increase in general and administrative expenses was primarily due to increases in professional fees, legal fees and lease expenses, which were offset by lower cost of insurance premiums of certain business policies.
Interest income, net
The increase in interest income, net was a result of higher cash balances held with banks for the nine months ended September 30, 2024 compared to the same period in 2023, together with increases in the Federal Reserve rates.
Income Taxes
The change in provision for income taxes as well as the increase in the Company's effective tax rate, which was 17.6% for the nine months ended September 30, 2024 as compared to 7.2% for the same period in the prior year, was primarily due to an increase in income before income taxes as well as the results of permanent differences for disallowed stock-based compensation pursuant to IRC Section 162(m) and state taxes, offset by the release of the valuation allowance. In 2023, it was primarily the result of near break-even pre-tax income from operations, state taxes, the impact of the full valuation allowance and other permanent adjustments in addition to a return to provision benefit recorded in connection with a change in estimate of costs required to be capitalized under IRC Section 174.
Liquidity and Capital Resources
Sources and Uses of Funds
As of September 30, 2024, we had $187.5 million of unrestricted cash and cash equivalents. We believe that existing unrestricted cash and cash equivalents will be sufficient to support our working capital and capital expenditure requirements for at least the next 12 months. Since inception, we have financed operations primarily through the sale of equity securities and revenue from payment transaction fees and subscriptions. Our principal uses of cash are funding operations and capital expenditures.
From time to time, we may explore additional financing sources and means to lower our cost of capital, which could include equity, equity-linked and debt financing. We cannot assure you that any additional financing will be available to us on acceptable terms, or at all. The inability to raise capital would adversely affect our ability to achieve our business objectives. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we may be subject to increased fixed payment obligations and could be subject to additional restrictive covenants, such as limitations on our
24
ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business or execute our growth strategy. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors.
Historical Cash Flows
The following table summarizes our condensed consolidated cash flows.
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
35,721 |
|
|
$ |
44,387 |
|
Investing activities |
|
|
(27,617 |
) |
|
|
(25,850 |
) |
Financing activities |
|
|
(389 |
) |
|
|
(1,376 |
) |
Effects of foreign exchange on cash |
|
|
(125 |
) |
|
|
46 |
|
Net increase in cash, cash equivalents and Restricted cash |
|
$ |
7,590 |
|
|
$ |
17,207 |
|
Net Cash Provided by Operating Activities
Our primary source of operating cash is revenue from payment transaction fees. Our primary uses of operating cash are personnel-related costs, payments to third parties to fulfill our payment transactions and payments to sales and marketing partners. Net cash provided by operating activities for the nine months ended September 30, 2024 was $35.7 million. Net income was $31.0 million, adjusted for non-cash charges of $38.0 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of contract assets and non-cash lease expense, which contributed positively to cash provided from operating activities. This was decreased by net cash outflows of $33.3 million for changes in our operating assets and liabilities.
Net cash provided by operating activities for the nine months ended September 30, 2023 was $44.4 million. Net income was $12.9 million, adjusted for non-cash charges of $32.9 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of contract assets and non-cash lease expense, which contributed positively to cash provided from operating activities. This was decreased by net cash outflows of $1.4 million for changes in our operating assets and liabilities.
Net Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2024 consisted of $27.2 million of capitalized software development costs and $0.4 million of purchases of property and equipment.
Net cash used in investing activities for the nine months ended September 30, 2023 consisted of $25.3 million of capitalized internal-use software development costs and $0.5 million of purchases of property and equipment.
Net Cash Used in Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2024 consisted of $0.6 million of settlement of holdback liability relating to a prior acquisition, which was offset by $0.2 million of proceeds from exercise of stock-based awards by employees.
Net cash used in financing activities for the nine months ended September 30, 2023 consisted of $1.7 million of payments on other financing obligations, $0.1 million of payments on finance leases and $0.4 million of proceeds from exercise of stock-based awards by employees.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our significant accounting policies are described in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” to our consolidated financial statements included in our 2023 Form 10-K. There have been no material changes in our critical accounting policies and estimates since December 31, 2023.
Recent Accounting Pronouncements
See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a full description of recent accounting
25
pronouncements, including the respective dates of adoption or expected adoption and effects on our condensed consolidated financial statements contained in Item 1 of this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
There have been no material changes in our exposures to market risk since December 31, 2023. For details on the Company’s interest rate, foreign currency exchange, and inflation risks, see Part I, Item 7A. “Quantitative and Qualitative Information About Market Risk” in our 2023 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. As of September 30, 2024, our material weaknesses were as follows:
Status of Remediation Plan
We believe we have made significant progress towards remediation of the material weaknesses described above. As previously disclosed, we have completed the following remediation measures:
In addition to the aforementioned actions that have been completed to date, during the third quarter, we continued to enhance the design and implementation of certain IT general controls for information systems. While we believe that these
26
actions will remediate the material weaknesses, the material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period of time, and management has concluded, through testing, that these controls are designed and operating effectively.
Changes in Internal Control over Financial Reporting
Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
27
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in claims, regulatory examinations or investigations and legal proceedings arising in the ordinary course of our business. The outcome of any such claims or proceedings, regardless of the merits, and the Company’s ultimate liability, if any, is inherently uncertain. Furthermore, we may become subject to stockholder inspection demands under Delaware law and derivative or other similar litigation. We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.
Item 1A. Risk Factors.
There have been no material changes in the risk factors previously disclosed in Item 1A. of our 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Except as set forth below, during the quarter ended September 30, 2024, none of the Company’s directors or officers
On
28
Item 6. Exhibits.
(a) Exhibits
|
|
|
Incorporated by Reference |
|
|
|||||||
Exhibit Number |
|
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed/ Furnished Herewith |
3.1.1 |
|
Amended and Restated Certificate of Incorporation of Paymentus Holdings, Inc. |
|
8-K |
|
001-40429 |
|
3.1 |
|
May 28, 2021 |
|
|
3.1.2 |
|
Amendment to Amended and Restated Certificate of Incorporation of Paymentus Holdings, Inc. |
|
10-Q |
|
001-40429 |
|
3.1 |
|
August 7, 2023 |
|
|
3.2 |
|
|
8-K |
|
001-40429 |
|
3.2 |
|
November 14, 2022 |
|
|
|
31.1 |
|
|
|
|
|
|
|
|
|
|
X |
|
31.2 |
|
|
|
|
|
|
|
|
|
|
X |
|
32.1* |
|
|
|
|
|
|
|
|
|
|
X |
|
32.2* |
|
|
|
|
|
|
|
|
|
|
X |
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
|
|
|
|
* The certifications attached as Exhibit 32.1 and 32.2 that accompany this report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Paymentus Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
PAYMENTUS HOLDINGS, INC. |
|
|
|
|
|
Date: November 12, 2024 |
|
By: |
/s/ Dushyant Sharma |
|
|
|
Dushyant Sharma |
|
|
|
Chairman, President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: November 12, 2024 |
|
By: |
/s/ Sanjay Kalra |
|
|
|
Sanjay Kalra |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
30