Bakkt Reports Fourth Quarter and Full Year 2022 Results
Bakkt Holdings reported fourth-quarter net revenues of $15.6 million, up 14% year-over-year, largely due to increased loyalty redemption volume. For the full year, revenues reached $54.6 million, a 38% increase compared to 2021. Despite strong performance metrics, the company faced a significant net loss of $(323.9 million) in Q4 and $(1,987.5 million) for the year, attributed to major goodwill and asset impairments. Bakkt anticipates 2023 revenues to range between $62 million and $72 million, while implementing a corporate restructuring aimed at reducing headcount by 40% and saving $29 million in cash.
- Fourth-quarter net revenues of $15.6 million, a 14% increase YoY.
- Full-year net revenues of $54.6 million, up 38% YoY.
- Digital asset conversion volume rose 19% YoY in Q4 and 51% for the full year.
- Significant net loss of $(323.9 million) in Q4 and $(1,987.5 million) for the full year.
- Total operating expenses increased to $2,071.0 million, driven by goodwill and intangible asset impairment.
Quarterly net revenues of
Strong customer activity with fourth quarter digital asset conversion volume up
Available cash, cash equivalents and available-for-sale securities1 of
Full year 2023 outlook3 includes net revenues of
“We are proud of all that we accomplished throughout 2022 despite an incredibly difficult market environment,” said
Our priorities for 2023 are focused on a set of activities that appropriately balance growth and discipline and that we expect will drive value for
-
Expand crypto platform with the following initiatives
- Invest in custody - expand flexibility and build upon our core approach which is underpinned by proven sound infrastructure centered around safety
- Expand through Apex Crypto - close the deal and integrate onto our platform expeditiously. Plan to extend into new international markets leveraging their existing partners
- Drive crypto to utility – enabling new ways to earn, reward and pay, including through layer 2 protocols such as Bitcoin’s Lightning Network
-
Activate and broaden partner network – we continue to collaborate closely and align roadmaps with our partners to collectively bring platform capabilities to market. We will focus on continuing to broaden our network with new partners and pipeline of potential prospects. We recently announced a multi-faceted strategic alliance with Caesars Entertainment. Our platform will enable millions of Caesars Rewards® members to redeem their rewards credits through Bakkt® Crypto Rewards4. As part of this partnership, we are proud to sponsor the
Bakkt Theater at Planet Hollywood. -
Business simplification and expense management - remain highly focused on prudently managing expenses and capital allocation decisions. We will appropriately balance priorities to invest in growth opportunities with overall firmwide expense management. We recently simplified our business to focus on areas that provide scalability and accelerate our path to profitability. This resulted in corporate restructurings, which were implemented in
December 2022 and today. The recent restructurings are expected to result in an approximately40% decline in headcount2 (year-end 2022 vs. year-end 2023), in cash savings in 2023 and an incremental$29 million in cash savings in 2024. As a result of today’s restructuring, we expect a restructuring charge in first quarter 2023 of$7 million ~ –$3.7 million , which includes$4.1 million ~ –$2.3 million of cash payments$2.7 million
_____________________ | |
1 |
Includes other highly liquid assets such as |
2 |
Headcount includes exempt employees and contractors, and excludes all headcount related to call centers |
3 |
Outlook estimates exclude the net revenue and expenses from Apex Crypto since the acquisition is subject to regulatory approval |
Full Year 2023 Outlook
-
FY 2023 net revenues3 expected to grow to
-$62 million , up ~$72 million 15% -30% from 2022. -
FY 2023 net cash used in operating activities expected to be (
) – ($100 million ), improving ~$110 million 5% -15% from 2022. -
FY 2023 free cash flow (non-GAAP) expected to be (
) – ($105 million ), improving ~$115 million 25% -30% from 2022 - Our Apex Crypto acquisition, which is subject to regulatory approval, is expected to close in the first half of 2023. We expect to provide financial outlook after the close.
Fourth Quarter Financial Highlights (unaudited)
Successor |
Predecessor |
|||||||
|
|
4Q21 |
||||||
$mm’s |
4Q22 |
|
|
Increase/ (decrease) |
||||
Net revenues |
|
|
|
|
||||
|
271.9 |
- |
- |
NM |
||||
Operating expenses, other than goodwill and intangible assets impairments |
73.2 |
86.0 |
52.6 |
(47)% |
||||
Total operating expenses |
345.1 |
86.0 |
52.6 |
NM |
||||
Operating loss |
(329.5) |
(74.5) |
(50.5) |
NM |
||||
Net loss |
(323.9) |
(164.8) |
(49.7) |
NM |
||||
Adjusted EBITDA loss (non-GAAP) |
|
|
|
|
||||
Note: “NM” denotes Not Meaningful |
-
Net revenues of
increased$15.6 million 14% year-over-year, primarily driven by transaction revenue from the loyalty redemption business. -
Transacting accounts of approximately 958,000 increased
11% year-over-year. Digital asset conversion volume of increased$263 million 19% year-over-year due to loyalty redemption related to increased travel activity. -
Total operating expenses of
increased year-over-year, primarily driven by a non-cash goodwill and intangible assets impairment charge of$345.1 million . Total operating expenses include restructuring costs of$271.9 million .$2.3 million -
Net loss of
increased year-over-year.$(323.9) million -
Adjusted EBITDA loss (non-GAAP) of
increased$(30.5) million 31% year-over-year, due to higher compensation and benefits, excluding share-based and unit-based compensation.
_____________________ | |
4 |
These products are under development and subject to regulatory approval |
Full Year Financial Highlights (unaudited)
Successor |
Predecessor |
|||||||
|
FY21 |
|||||||
$mm’s |
FY22 |
|
|
Increase/ (decrease) |
||||
Net revenues |
|
|
|
|
||||
|
1,819.6 |
- |
- |
NM |
||||
Operating expenses, other than goodwill and intangible assets impairments |
251.4 |
86.0 |
168.0 |
(1)% |
||||
Total operating expenses |
2,071.0 |
86.0 |
168.0 |
NM |
||||
Operating loss |
(2,016.4) |
(74.5) |
(140.1) |
NM |
||||
Net loss |
(1,987.5) |
(164.8) |
(139.2) |
NM |
||||
Adjusted EBITDA loss (non-GAAP) |
|
|
|
|
||||
Note: “NM” denotes Not Meaningful |
-
Net revenues of
increased$54.6 million 38% year-over-year, primarily driven by higher customer activity in our loyalty redemption business. -
Transacting accounts of 3.0 million increased
16% year-over-year. Digital asset conversion volume of increased$832.3 million 51% year-over-year due to loyalty redemption related to increased travel activity. -
Total operating expenses of
increased year-over-year, primarily driven by non-cash goodwill and intangible assets impairment charges. In accordance with GAAP, we conducted a quantitative test of goodwill and intangible assets for impairment. Given the elongated timing for expected cryptoasset product activations and the decline in our market capitalization, as well as our decision to sunset the consumer app, it was determined that our goodwill and intangible assets were impaired, which resulted in non-cash impairment charges totaling$2,071.0 million .$1,819.6 million -
Net loss of
increased year-over-year.$1,987.5 million -
Adjusted EBITDA loss (non-GAAP) of
increased$(119.7) million 34% year-over-year, due to higher compensation and benefits, excluding share-based and unit-based compensation.
Webcast and Conference Call Information
About
Founded in 2018,
Bakkt-E
Source:
Basis of Presentation
“Predecessor” information represents the results of
Note on Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the closing of the Apex Crypto acquisition and the resulting impacts from that acquisition and Bakkt’s guidance, plans, objectives, expectations and intentions with respect to future operations, products, services and the application of Bakkt’s available cash, among others. Forward-looking statements can be identified by words such as “will,” “likely,” “expect,” “continue,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “projection,” “outlook,” “grow,” “progress,” “potential” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Bakkt’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond Bakkt’s control. Actual results and the timing of events may differ materially from the results anticipated in such forward-looking statements as a result of the following factors, among others: Bakkt’s ability to grow and manage growth profitably; changes in Bakkt’s business strategy; changes in the market in which
Definitions
Digital asset conversion volume: Dollar value of transaction volume across loyalty redemption, crypto buy/sell and gift card purchases
Transacting accounts: Unique accounts that perform transactions on the
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure, which we define as earnings before interest, income taxes, depreciation, amortization, acquisition-related expenses, share-based and unit-based compensation expense, goodwill and intangible assets impairments, restructuring charges, changes in the fair value of our warrant liability and certain other non-cash and/or non-recurring items that do not contribute directly to our evaluation of operating results and are not components of our core business operations. Adjusted EBITDA provides management with an understanding of earnings before the impact of investing and financing transactions and income taxes, and the effects of aforementioned items that do not reflect the ordinary earnings of our operations. This measure may be useful to an investor in evaluating our performance. Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measures derived in accordance with GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly tied measures used by other companies.
Non-GAAP financial measures like Adjusted EBITDA have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. The non-GAAP financial measures should be considered alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.
Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA Loss ($ in millions) (unaudited)
Successor |
Predecessor |
|||||
4Q22 |
|
FY 2022 |
|
|
||
Net loss |
|
|
|
|
|
|
Depreciation and amortization |
7.0 |
5.4 |
25.4 |
0.5 |
9.6 |
|
Interest (income) expense |
(1.0) |
- |
(1.9) |
- |
0.2 |
|
Income tax (benefit) expense |
(2.5) |
11.8 |
(11.3) |
(0.8) |
(0.6) |
|
EBITDA |
|
|
( |
|
|
|
|
|
|
|
|
|
|
Acquisition-related expenses |
4.5 |
1.6 |
5.7 |
12.7 |
24.8 |
|
Share-based and unit-based compensation expense |
2.9 |
45.9 |
32.1 |
30.7 |
33.9 |
|
(Gain) loss from change in fair value of warrant liability |
(3.5) |
79.4 |
(16.6) |
- |
- |
|
|
271.9 |
- |
1,819.6 |
- |
- |
|
Impairment of long-lived assets |
11.5 |
1.2 |
11.5 |
3.6 |
3.6 |
|
Restructuring expenses |
2.3 |
- |
2.3 |
- |
- |
|
Other¹ |
0.3 |
(0.9) |
1.0 |
- |
(1.0) |
|
Adjusted EBITDA loss |
|
|
|
|
|
1 |
Other comprised of ICE transition services expense and cancellation of common units in the quarterly and annual 2021 and 2022 periods, as well as gain on extinguishment of software license liability in the quarterly and annual 2021 periods, and non-recurring bitcoin sale income in the annual 2021 period. |
Free Cash Flow is a non-GAAP financial measure. Free Cash Flow is cash flow from operations adjusted for “capitalized internal use software development costs and other capital expenditures” and “interest income.” We adjust for capitalized expenses associated with internally developed software for our technology platforms given they are a large component of our ongoing expense base given our position as a technology platform company.
Information reconciling forward-looking Free Cash Flow to the comparable GAAP financial measure is unavailable to us without unreasonable effort. We are not able to provide a reconciliation of forward-looking Free Cash Flow to the comparable GAAP financial measure because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as timing of customer payments for account receivables and payment terms for operating expenses. Preparation of such reconciliations would require a forward-looking statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). We provide a range for our Free Cash Flow forecast that we believe will be achieved, however we cannot accurately predict all the components of the Free Cash Flow calculation. We provide a Free Cash Flow because we believe that Free Cash Flow, when viewed with our results under GAAP, provides useful information for the reasons noted above. However, Free Cash Flow is not a measure of liquidity under GAAP and, accordingly, should not be considered as an alternative to net cash used in operating activities as an indicator of liquidity.
Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow ($ in millions) (unaudited)
|
Successor |
Predecessor |
|||
|
FY22 |
10/15/21-
|
|
||
Net cash used in operating activities |
|
|
|
||
Capitalized internal-use software development costs and other capital expenditures |
(30.5) |
(3.6) |
(12.1) |
||
Interest (income) expense, net |
(1.9) |
- |
0.2 |
||
Free cash flow |
|
|
|
Consolidated Balance Sheet ($ in millions)
Successor |
|||
As of |
As of |
||
(unaudited) |
|
||
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
|
|
|
Restricted cash |
16.5 |
16.5 |
|
Customer funds |
0.6 |
0.6 |
|
Available-for-sale securities |
141.1 |
- |
|
Accounts receivable, net |
25.3 |
18.1 |
|
Prepaid insurance |
22.8 |
32.2 |
|
Safeguarding asset for cryptoassets |
15.8 |
- |
|
Other current assets |
6.1 |
4.8 |
|
Total current assets |
326.5 |
463.5 |
|
Property, equipment and software, net |
19.7 |
6.1 |
|
|
18.3 |
1,527.1 |
|
Intangible assets, net |
55.8 |
388.5 |
|
Deposits with clearinghouse |
15.2 |
15.2 |
|
Other assets |
22.5 |
13.9 |
|
Total assets |
|
|
|
Liabilities and stockholders’ equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable and accrued liabilities |
|
|
|
Customer funds payable |
0.6 |
0.6 |
|
Deferred revenue, current |
4.0 |
4.6 |
|
Due to related party |
1.2 |
0.6 |
|
Safeguarding obligation for cryptoassets |
15.8 |
- |
|
Other current liabilities |
3.8 |
3.7 |
|
Total current liabilities |
92.1 |
73.6 |
|
Deferred revenue, noncurrent |
3.1 |
4.8 |
|
Warrant liability |
0.8 |
17.4 |
|
Deferred tax liabilities, net |
- |
11.6 |
|
Other noncurrent liabilities |
23.4 |
12.7 |
|
Total liabilities |
|
|
|
Stockholders’ equity: |
|
|
|
Class A common stock ( authorized, 80,926,843 shares issued and outstanding as of 12/31/22, 57,164,388 shares issued and outstanding as of 12/31/21) |
- |
- |
|
Class V common stock ( authorized, 183,482,777 shares issued and outstanding as of 12/31/22, 206,271,792 shares issued and outstanding as of 12/31/21) |
- |
- |
|
Additional paid-in capital |
773.0 |
566.8 |
|
Accumulated other comprehensive loss |
(0.3) |
(0.1) |
|
Accumulated deficit |
(675.7) |
(98.3) |
|
Total stockholders’ equity |
97.0 |
468.4 |
|
Noncontrolling interest |
241.5 |
1,825.8 |
|
Total equity |
338.6 |
2,294.2 |
|
Total liabilities and stockholders’ equity |
|
|
Consolidated Statement of Operations ($ in millions) (unaudited)
Successor |
Predecessor |
||||||||
4Q22 |
|
FY22 |
|
|
|||||
Revenues: |
|
|
|
|
|
||||
Net revenues¹ |
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
||||
Compensation and benefits |
31.9 |
62.2 |
139.0 |
33.9 |
91.3 |
||||
Professional services |
2.2 |
3.0 |
11.5 |
0.2 |
5.2 |
||||
Technology and communication |
4.4 |
3.1 |
17.1 |
0.5 |
10.4 |
||||
Selling, general and administrative |
8.4 |
8.5 |
35.4 |
0.8 |
20.3 |
||||
Acquisition-related expenses |
4.5 |
1.6 |
5.7 |
12.7 |
24.8 |
||||
Depreciation and amortization |
7.0 |
5.4 |
25.4 |
0.5 |
9.6 |
||||
Related party expenses (affiliate in Predecessor periods)² |
0.3 |
0.6 |
1.2 |
0.1 |
1.5 |
||||
|
271.9 |
- |
1,819.6 |
- |
- |
||||
Impairment of long-lived assets |
11.5 |
1.2 |
11.5 |
3.6 |
3.6 |
||||
Restructuring expenses |
2.3 |
- |
2.3 |
- |
- |
||||
Other operating expenses |
0.6 |
0.4 |
2.3 |
0.3 |
1.4 |
||||
Total operating expenses |
345.1 |
86.0 |
2,071.0 |
52.6 |
168.0 |
||||
Operating loss |
(329.5) |
(74.5) |
(2,016.4) |
(50.4) |
(140.1) |
||||
Interest income (expense), net |
1.0 |
- |
1.9 |
- |
(0.2) |
||||
Gain (loss) from change in fair value of warrant liability |
3.5 |
(79.4) |
16.6 |
- |
- |
||||
Other income (expense), net |
(1.5) |
0.8 |
(0.9) |
- |
0.5 |
||||
Loss before income taxes |
(326.4) |
(153.1) |
(1,998.8) |
(50.4) |
(139.8) |
||||
Income tax benefit (expense) |
2.5 |
(11.8) |
11.3 |
0.8 |
0.6 |
||||
Net loss |
(323.9) |
(164.8) |
(1,987.5) |
(49.7) |
(139.2) |
||||
Less: Net loss attributable to noncontrolling interest |
(227.4) |
(120.8) |
(1,410.1) |
|
|
||||
Net loss attributable to |
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Net loss per share attributable to Class A common stockholders |
|
|
|
|
|
||||
Basic |
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
Note: Basic and diluted loss per share is not presented for the Predecessor period due to lack of comparability with the Successor periods. |
1 Includes related party net revenues (in thousands) of |
2 As a result of the VIH Business Combination, ICE and its affiliates are no longer our affiliates. |
Consolidated Statement of Cash Flows ($ in millions) (unaudited)
|
Successor |
Predecessor |
|||||
|
FY22 |
|
|
||||
Cash flows from operating activities: |
|
|
|
||||
Net loss |
|
|
|
||||
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
||||
Depreciation and amortization |
25.4 |
5.4 |
9.5 |
||||
Non-cash lease expense |
2.7 |
0.2 |
0.9 |
||||
Share-based compensation expense |
31.6 |
1.0 |
- |
||||
Unit-based compensation expense |
0.6 |
44.9 |
33.9 |
||||
Forfeiture and cancellation of common units |
(0.2) |
(0.2) |
- |
||||
Recognition of affiliate capital contribution |
- |
- |
0.2 |
||||
Amortization of customer consideration asset |
- |
- |
1.7 |
||||
Deferred income taxes |
(11.6) |
11.7 |
- |
||||
Impairment of long-lived assets |
11.5 |
1.2 |
3.6 |
||||
|
1,819.6 |
- |
- |
||||
Loss on disposal of assets |
3.8 |
- |
- |
||||
Loss on sale of shares of affiliate stock |
- |
- |
0.1 |
||||
(Gain) loss from change in fair value of warrant liability |
(16.6) |
79.4 |
- |
||||
(Gain) on extinguishment of software license liability |
- |
(1.3) |
- |
||||
Modification and vesting of Class C warrant |
- |
- |
1.0 |
||||
Other |
0.3 |
(0.1) |
0.7 |
||||
Changes in operating assets and liabilities: |
|
|
|
||||
Accounts receivable |
(7.2) |
(1.1) |
(6.6) |
||||
Prepaid insurance |
9.4 |
(31.1) |
(0.4) |
||||
Deposits with clearinghouse |
- |
- |
20.2 |
||||
Accounts payable and accrued liabilities |
0.7 |
(19.7) |
23.3 |
||||
Due to related party (affiliate in Predecessor period)(1) |
0.6 |
(1.7) |
0.5 |
||||
Deferred revenue |
(2.4) |
- |
1.0 |
||||
Operating lease liabilities |
4.2 |
- |
(0.8) |
||||
Customer funds payable |
- |
0.1 |
0.3 |
||||
Other assets and liabilities |
(2.8) |
(7.3) |
(0.8) |
||||
Net cash used in operating activities |
(118.0) |
(83.4) |
(50.9) |
||||
Cash flows from investing activities: |
|
|
|
||||
Capitalized internal-use software development costs and other capital expenditures |
(30.5) |
(3.6) |
(12.1) |
||||
Purchase of available-for-sale securities |
(306.6) |
- |
- |
||||
Proceeds from the maturity of available-for-sale securities |
165.2 |
- |
- |
||||
Interest earned on marketable securities |
0.4 |
- |
- |
||||
Proceeds from disposal of assets |
- |
- |
- |
||||
Proceeds from sale of shares of affiliate stock |
- |
- |
1.8 |
||||
Cash acquired through business combination |
- |
30.8 |
- |
||||
Net cash provided by (used in) investing activities: |
(171.5) |
27.3 |
(10.3) |
||||
Cash flows from financing activities: |
|
|
|
||||
Payment of finance lease liability |
- |
(0.4) |
(0.1) |
||||
Repurchase of redeemed Class A common stock |
- |
(84.5) |
- |
||||
Repurchase and retirement of Class A common stock |
(2.6) |
- |
- |
||||
Payment of deferred underwriting fee |
- |
(7.3) |
- |
||||
Proceeds from the exercise of warrants |
- |
37.1 |
- |
||||
Proceeds from PIPE, net of issuance costs |
- |
312.0 |
- |
||||
Net cash provided by (used in) financing activities: |
(2.6) |
256.9 |
(0.1) |
||||
Effect of exchange rate changes. |
(0.9) |
(0.3) |
0.2 |
||||
Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds |
(293.0) |
200.5 |
(61.1) |
||||
Cash, cash equivalents, restricted cash and customer funds at the beginning of the period |
408.4 |
207.9 |
91.9 |
||||
Cash, cash equivalents, restricted cash and customer funds at the end of the period |
|
|
|
1 As a result of the VIH Business Combination, ICE and its affiliates are no longer our affiliates |
View source version on businesswire.com: https://www.businesswire.com/news/home/20230309005211/en/
Investor Relations
Ann.DeVries@bakkt.com
Media
Lauren.Post@bakkt.com
Source:
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