SEC Form 10-Q filed by Marqeta Inc.

11/4/24 5:18:39 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40465

Marqeta, Inc.

(Exact name of registrant as specified in its charter)


Delaware			27-4306690
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

180 Grand Avenue, 6th Floor, Oakland, California			94612
(Address of principal executive offices)			(Zip Code)

(877) 962-7738

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2024, there were 465,903,664 shares of the registrant's Class A common stock, par value $0.0001 per share, outstanding and 36,490,749 shares of the registrant's Class B common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS


		Page
Note About Forward-Looking Statements		3

	Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements:	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39

	Part II - Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	44

Note About Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•uncertainties related to U.S. and global economies and the effect on our business, results of operations, and financial condition;

•our future financial performance, including our net revenue, costs of revenue, gross profit, and operating expenses and our ability to achieve future profitability;

•the anticipated accounting treatment of our customer agreements and the risk that such accounting treatment may be subject to further changes or developments;

•our ability to scale new products and services, such as our credit card platform;

•our ability to effectively manage or sustain our growth and expand our operations;

•our ability to enhance our platform and services and develop and expand our capabilities;

•our ability to further attract, retain, diversify, and expand our customer base;

•our ability to maintain our relationships with Issuing Banks and Card Networks;

•our strategies, plans, objectives, and goals;

•our plans to expand internationally;

•our ability to compete in existing and new markets and offerings;

•our estimated market opportunity;

•economic and industry trends, projected growth, or trend analysis;

•the impact of political, social, and/or economic instability or military conflict;

•our ability to develop and protect our brand;

•our ability to comply with laws and regulations;

•our ability to successfully defend litigation brought against us;

•our ability to attract and retain qualified employees and key personnel;

•our ability to repurchase shares under authorized share repurchase programs and receive expected financial benefits; and

•our ability to maintain effective disclosure controls and internal controls over financial reporting, including our ability to remediate the material weaknesses in our internal control over financial reporting.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described or incorporated by reference in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “Marqeta”, the “Company”, the “Registrant,” “we”, “us”, “our”, or similar references are to Marqeta, Inc. Capitalized terms used and not defined above are defined elsewhere within this Quarterly Report on Form 10-Q.


	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	886,417	$	980,972
Restricted cash	8,500		8,500
Short-term investments	217,569		268,724
Accounts receivable, net	26,373		19,540
Settlements receivable, net	11,817		29,922
Network incentives receivable	46,667		53,807
Prepaid expenses and other current assets	23,821		27,233
Total current assets	1,221,164		1,388,698
Operating lease right-of-use assets, net	4,894		6,488
Property and equipment, net	35,791		18,764
Intangible assets, net	31,238		35,631
Goodwill	123,523		123,523

Other assets	19,226		16,587
Total assets	$	1,435,836	$	1,589,691
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,026	$	1,420
Revenue share payable	167,081		173,645
Accrued expenses and other current liabilities	165,466		161,514
Total current liabilities	333,573		336,579

Operating lease liabilities, net of current portion	2,082		5,126
Other liabilities	4,523		4,591
Total liabilities	340,178		346,296
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000 and 100,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		—
Common stock, $0.0001 par value: 1,500,000 and 1,500,000 Class A shares authorized, 467,647 and 465,985 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. 600,000 and 600,000 Class B shares authorized, 36,503 and 54,358 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	50		52
Additional paid-in capital	1,865,565		2,067,776
Accumulated other comprehensive income	833		762
Accumulated deficit	(770,790)		(825,195)
Total stockholders’ equity	1,095,658		1,243,395
Total liabilities and stockholders’ equity	$	1,435,836	$	1,589,691


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenue	$	127,967	$	108,891	$	371,205	$	557,349
Costs of revenue	37,835		36,383		117,559		311,068
Gross profit	90,132		72,508		253,646		246,281
Operating expenses (benefit):
Compensation and benefits	100,964		102,433		299,120		350,592
Technology	16,317		13,930		44,204		41,674
Professional services	4,759		4,197		13,437		14,507
Occupancy	1,178		1,074		3,476		3,285
Depreciation and amortization	4,448		3,108		11,941		7,582
Marketing and advertising	582		346		1,688		1,348
Other operating expenses	4,115		3,833		11,438		14,171
Executive chairman long-term performance award	—		13,413		(144,617)		39,801
Total operating expenses	132,363		142,334		240,687		472,960
(Loss) income from operations	(42,231)		(69,826)		12,959		(226,679)
Other income, net	13,703		15,074		41,845		37,508
(Loss) income before income tax expense	(28,528)		(54,752)		54,804		(189,171)
Income tax expense (benefit)	115		238		399		(6,584)
Net (loss) income	$	(28,643)	$	(54,990)	$	54,405	$	(182,587)
Other comprehensive income (loss), net of taxes:
Change in foreign currency translation adjustment	125		(200)		(72)		(81)
Net change in unrealized (loss) gain on short-term investments	1,981		(162)		143		5,480
Net other comprehensive income (loss)	2,106		(362)		$	71	$	5,399
Comprehensive (loss) income	$	(26,537)	$	(55,352)	$	54,476	$	(177,188)

Net (loss) income per share attributable to Class A and Class B common stockholders
Basic	$	(0.06)	$	(0.10)	$	0.11	$	(0.34)
Diluted	$	(0.06)	$	(0.10)	$	0.10	$	(0.34)
Weighted-average shares used in computing net (loss) income per share attributable to Class A and Class B common stockholders
Basic	507,160		529,489		513,678		535,797
Diluted	507,160		529,489		522,394		535,797


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (loss)		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance as of December 31, 2023	520,343	$	52	$	2,067,776	$	762	$	(825,195)	$	1,243,395
Issuance of common stock upon exercise of options	98	—		49		—		—		49


Issuance of common stock upon net settlement of restricted stock units	2,806	—		(10,917)		—		—		(10,917)

Vesting of common stock warrants	—	—		2,100		—		—		2,100
Share-based compensation	—	—		33,393		—		—		33,393
Executive chairman long-term performance award	—	—		13,121		—		—		13,121
Repurchase and retirement of common stock, including excise tax	(5,238)	—		(32,830)		—		—		(32,830)
Change in accumulated other comprehensive income (loss)	—	—		—		(1,586)		—		(1,586)
Net loss	—	—		—		—		(36,060)		(36,060)
Balance as of March 31, 2024	518,009	$	52	$	2,072,692	$	(824)	$	(861,255)	$	1,210,665
Issuance of common stock upon exercise of options	33	—		59		—		—		59
Issuance of common stock under employee stock purchase plan	327	—		1,629		—		—		1,629

Issuance of common stock upon net settlement of restricted stock units	3,338	—		(9,370)		—		—		(9,370)


Share-based compensation	—	—		38,209		—		—		38,209
Executive chairman long-term performance award	—	—		(157,738)		—		—		(157,738)
Repurchase and retirement of common stock, including excise tax	(10,959)	(1)		(59,737)		—		—		(59,738)
Change in accumulated other comprehensive income (loss)	—	—		—		(449)		—		(449)
Net income	—	—		—		—		119,108		119,108
Balance as of June 30, 2024	510,748	$	51	$	1,885,744	$	(1,273)	$	(742,147)	$	1,142,375
Issuance of common stock upon exercise of options	11	—		13		—		—		13


Issuance of common stock upon net settlement of restricted stock units	2,790	—		(8,756)		—		—		(8,756)

Vesting of common stock warrants	—	—		322		—		—		322
Share-based compensation	—	—		37,145		—		—		37,145

Repurchase and retirement of common stock, including excise tax	(9,399)	(1)		(48,903)		—		—		(48,904)
Change in accumulated other comprehensive income (loss)	—	—		—		2,106		—		2,106
Net loss	—	—		—		—		(28,643)		(28,643)
Balance as of September 30, 2024	504,150	$	50	$	1,865,565	$	833	$	(770,790)	$	1,095,658


	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (loss)		Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount
Balance as of December 31, 2022		541,364	$	53		$	2,082,373	$	(7,237)	$	(602,233)	$	1,472,956
Issuance of common stock upon exercise of options		803	—			1,051		—		—		1,051


Issuance of common stock upon net settlement of restricted stock units		1,470	—			(3,746)		—		—		(3,746)

Vesting of common stock warrants		—	—			2,102		—		—		2,102
Share-based compensation		—	—			33,906		—		—		33,906
Executive chairman long-term performance award		—	—			13,121		—		—		13,121
Repurchase and retirement of common stock, including excise tax		(3,206)	—			(20,993)				—		(20,993)
Change in accumulated other comprehensive income (loss)		—	—			—		4,054		—		4,054
Net loss		—	—			—		—		(68,801)		(68,801)
Balance as of March 31, 2023		540,432	$	53		$	2,107,814	$	(3,183)	$	(671,034)	$	1,433,650
Issuance of common stock upon exercise of options		828	—			1,310		—		—		1,310

Issuance of common stock under employee stock purchase plan		446	—			1,775		—		—		1,775
Issuance of common stock upon net settlement of restricted stock units		2,679	—			(6,324)		—		—		(6,324)

Vesting of common stock warrants		—	—			2,372		—		—		2,372
Share-based compensation		—	—			32,152		—		—		32,152
Executive chairman long-term performance award		—	—			13,267		—				13,267
Repurchase and retirement of common stock, including excise tax		(10,168)	(1)			(48,496)		—		—		(48,497)
Change in accumulated other comprehensive income (loss)		—	—			—		1,707		—		1,707
Net loss		—	—			—		—		(58,797)		(58,797)
Balance as of June 30, 2023		534,217	$	52		$	2,103,870	$	(1,476)	$	(729,831)	$	1,372,615
Issuance of common stock upon exercise of options		1,189	—			1,675		—		—		1,675
Repurchase of early exercised stock options		(3)	—			(6)		—		—		(6)

Issuance of common stock upon net settlement of restricted stock units		2,645	2			(8,483)		—		—		(8,481)

Vesting of common stock warrants		—	—			2,284		—		—		2,284
Share-based compensation		—	—			33,383		—		—		33,383
Executive chairman long-term performance award		—	—			13,413		—		—		13,413
Repurchase and retirement of common stock, including excise tax		(11,463)	(1)			(64,447)		—		—		(64,448)
Change in accumulated other comprehensive income (loss)		—	—			—		(362)		—		(362)
Net loss		—	—			—		—		(54,990)		(54,990)
Balance as of September 30, 2023		526,586	$	53		$	2,081,689	$	(1,838)	$	(784,821)	$	1,295,083


Contract balance	Balance sheet line reference	September 30, 2024		December 31, 2023
Contract assets - current	Prepaid expenses and other current assets	$	1,464	$	1,461
Contract assets - non-current	Other assets	9,557		9,397
Total contract assets		$	11,021	$	10,858
Deferred revenue - current	Accrued expenses and other current liabilities	$	12,891	$	11,829
Deferred revenue - non-current	Other liabilities	2,752		4,071
Total deferred revenue		$	15,643	$	15,900


	September 30, 2024		December 31, 2023
Developed technology	$	41,000	$	41,000
Accumulated amortization	(9,762)		(5,369)
Intangible assets, net	$	31,238	$	35,631


Remainder of 2024	$	1,464
2025	5,857
2026	5,857
2027	5,857
2028	5,857
Thereafter	6,345
Total expected future amortization expense for intangible assets	$	31,238


	September 30, 2024
	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Estimated Fair Value
Short-term Investments
U.S. treasury securities	$	205,922	$	1,101	$	—	$	207,023


Asset-backed securities	10,443		103		—		10,546


Total short-term investments	$	216,365	$	1,204	$	—	$	217,569


	December 31, 2023
	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Estimated Fair Value
Short-term investments
U.S. treasury securities	$	239,297	$	970	$	(11)	$	240,256
U.S. agency securities	15,000		—		(7)		14,993

Asset-backed securities	10,438		62		—		10,500
Corporate debt securities	2,981		—		(6)		2,975
Total short-term investments	$	267,716	$	1,032	$	(24)	$	268,724


	September 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	483,640	$	—	$	—	$	483,640
U.S. treasury bills	199,150		—		—		199,150
Commercial paper	—		16,603		—		16,603
Corporate debt securities	—		49,311		—		49,311
Certificates of deposit	—		22,003		—		22,003
Short-term investments
U.S. treasury securities	207,023		—		—		207,023


Asset-backed securities	—		10,546		—		10,546


Total assets measured at fair value	$	889,813	$	98,463	$	—	$	988,276


	September 30, 2024		December 31, 2023
Leasehold improvements	$	8,110	$	8,110
Computer equipment	9,187		8,885
Furniture and fixtures	2,488		2,597
Internally developed and purchased software	41,865		19,324
	61,650		38,916
Accumulated depreciation and amortization	(25,859)		(20,152)
Property and equipment, net	$	35,791	$	18,764


	Number of Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value(1)
Balance as of December 31, 2023	36,671	$	16.09	7.45	$	24,481
Granted	—	—
Exercised	(141)	0.86
Canceled and forfeited (3)	(20,774)	21.38
Balance as of September 30, 2024	15,756	$	9.24	7.14	$	10,862
Exercisable as of September 30, 2024 (2)	11,936	$	9.96	6.80	$	9,787
Vested as of September 30, 2024	10,892	$	9.51	6.81	$	9,787


	Unrecognized compensation costs		Weighted-average recognition period (in years)
Restricted stock units, inclusive of PSUs	$	216,246	2.0
Stock options	22,964		1.5

Total	$	239,210


	September 30, 2024		December 31, 2023
Accrued costs of revenue	$	82,580	$	74,357
Accrued compensation and benefits	36,999		42,305
Deferred revenue	12,891		11,829
Accrued technology costs	4,454		5,039
Due to issuing banks	7,957		7,892
Accrued tax liabilities	5,773		4,929
Accrued professional services	2,734		4,559
Operating lease liabilities, current portion	4,527		3,908
Reserve for contract contingencies and processing errors	1,670		3,754
Other accrued liabilities	5,881		2,942
Accrued expenses and other current liabilities	$	165,466	$	161,514


	Three Months Ended September 30, 2024		As of September 30, 2023
	Class A	Class B	Class A	Class B
Warrants to purchase Class B common stock	—	1,900	—	1,900
Stock options, restricted stock, and employee stock purchase plan	45,983	7,464	50,333	29,453
Total	45,983	9,364	50,333	31,353


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands unless otherwise noted)	2024			2023			2024			2023
Total Processing Volume (TPV) (in millions)	$	73,899		$	56,650		$	211,192		$	160,285

Net revenue	$	127,967		$	108,891		$	371,205		$	557,349
Gross profit	$	90,132		$	72,508		$	253,646		$	246,281
Gross margin	70		%	67		%	68		%	44		%
Net (loss) income	$	(28,643)		$	(54,990)		$	54,405		$	(182,587)
Net (loss) income margin	(22)		%	(51)		%	15		%	(33)		%
Total operating expenses	$	132,363		$	142,334		$	240,687		$	472,960

Non-GAAP Measures:
Adjusted EBITDA	$	9,019		$	(2,062)		$	16,429		$	(5,586)
Adjusted EBITDA margin	7		%	(2)		%	4		%	(1)		%
Non-GAAP operating expenses	$	81,113		$	74,570		$	237,217		$	251,867


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2024		2023		2024		2023
Net revenue	$	127,967	$	108,891	$	371,205	$	557,349
Costs of revenue	37,835		36,383		117,559		311,068
Gross profit	90,132		72,508		253,646		246,281
Operating expenses (benefit):
Compensation and benefits	100,964		102,433		299,120		350,592
Technology	16,317		13,930		44,204		41,674
Professional services	4,759		4,197		13,437		14,507
Occupancy	1,178		1,074		3,476		3,285
Depreciation and amortization	4,448		3,108		11,941		7,582
Marketing and advertising	582		346		1,688		1,348
Other operating expenses	4,115		3,833		11,438		14,171
Executive chairman long-term performance award	—		13,413		(144,617)		39,801
Total operating expenses	132,363		142,334		240,687		472,960
(Loss) income from operations	(42,231)		(69,826)		12,959		(226,679)
Other income, net	13,703		15,074		41,845		37,508
(Loss) income before income tax expense	(28,528)		(54,752)		54,804		(189,171)
Income tax expense (benefit)	115		238		399		(6,584)
Net (loss) income	$	(28,643)	$	(54,990)	$	54,405	$	(182,587)


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 - 31, 2024	2,058	$	5.40	2,058	$	129,783
August 1 - 31, 2024	4,026	$	5.13	4,026	$	109,149
September 1 - 30, 2024	3,315	$	5.02	3,315	$	92,510
Total	9,399			9,399


	MARQETA, INC.

Date: November 4, 2024	By:	/s/ Simon Khalaf
	Name:	Simon Khalaf
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: November 4, 2024	By:	/s/ Michael (Mike) Milotich
	Name:	Michael (Mike) Milotich
	Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date	Price Target	Rating	Analyst
11/5/2024		Buy → Neutral	Monness Crespi & Hardt
11/5/2024	$9.00 → $4.00	Buy → Hold	Deutsche Bank
11/5/2024		Overweight → Sector Weight	KeyBanc Capital Markets
11/5/2024		Outperform → Mkt Perform	William Blair
11/5/2024	$7.00 → $5.00	Overweight → Equal Weight	Wells Fargo
6/25/2024	$7.00	Equal Weight → Overweight	Wells Fargo
6/24/2024	$5.50	Neutral	Goldman
5/8/2024	$7.50 → $8.00	Buy	Monness Crespi & Hardt

SEC Form 10-Q filed by Marqeta Inc.

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Director Prasad Srikiran converted options into 15,903 shares, increasing direct ownership by 28% to 72,047 units (SEC Form 4)

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