UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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 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.
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).
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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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 November 12, 2024, the registrant had
Bitcoin Depot Inc.
Quarterly Report on Form 10-Q
Table of Contents
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Page |
1 |
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Item 1. |
1 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
40 |
Item 3. |
55 |
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Item 4. |
55 |
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Item 1. |
57 |
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Item 1A. |
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Item 2. |
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Item 3. |
57 |
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Item 4. |
57 |
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Item 5. |
58 |
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Item 6. |
59 |
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60 |
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Forward-Looking Statements
Our disclosure and analysis in this report concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and the realization of sales from our backlog, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although these statements are based upon reasonable assumptions, they are subject to risks and uncertainties that are described more fully herein and in our Annual Report on Form 10-K for the year ended December 31, 2023, in Part I, Item 1A, “Risk Factors” and in Part I under the heading "Cautionary Notice Regarding Forward-Looking Statements", as well as in our other filings with the Securities and Exchange Commission. These risks include our ability to successfully realize the expected benefits of the business combination; our ability to operate in existing markets or expand into new jurisdictions; our ability to manage our growth effectively; our ability to continue to operate in states where we have obtained the requisite licenses to the extent that the laws and regulations of such states clearly indicate that a license is required or where state regulators have advised us that we need a license to operate; our ability to manage regulatory uncertainty in the cryptocurrency industry and maintain positive relationships with federal and state regulators; our dependence on key business relationships with certain key suppliers of Bitcoin; our dependence on, and ability to maintain, key business relationships with store locations for our kiosks and franchise locations, and related supplies, programs, and technologies for our business on acceptable terms; the negative impact on our future results of operations of the unknown potential growth rate and demand for Bitcoin kiosks and by the slow adoption of cryptocurrency; our heavy dependency on our ability to win, maintain and renew contracts with store location partners; unfavorable macroeconomic conditions or decreased discretionary spending due to other factors such as increased interest rates, increased inflation, high fuel rates, recessions, epidemics or other public health issues, terrorist activity or threat thereof, civil unrest or other economic or political uncertainties, that could adversely affect our business, results of operations, cash flows and financial conditions; and our ability to obtain debt financing or refinance existing indebtedness on satisfactory terms, liquidity and trading of our public securities. Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
i
Part I - Financial Information
Item 1. Financial Statements.
BITCOIN DEPOT INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
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September 30, 2024 |
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December 31, 2023 |
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Assets |
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Current: |
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Cash and cash equivalents |
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$ |
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$ |
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Cryptocurrencies |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment: |
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Furniture and fixtures |
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Leasehold improvements |
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Kiosk machines - owned |
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Kiosk machines - leased |
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Total property and equipment |
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Less: accumulated depreciation |
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Total property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets, net |
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Deposits |
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Deferred tax assets |
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Total assets |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
-1-
BITCOIN DEPOT INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
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September 30, 2024 |
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December 31, 2023 |
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Liabilities and Stockholders’ (Deficit) Equity |
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Current: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Notes payable, current portion |
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Income taxes payable |
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Deferred revenue |
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Operating lease liabilities, current portion |
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Current installments of obligations under finance leases |
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Other non-income tax payable |
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Total current liabilities |
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Long-term liabilities |
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Notes payable, non-current |
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Operating lease liabilities, non-current |
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Obligations under finance leases, non-current |
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Deferred income tax, net |
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Tax receivable agreement liability due to related party, non-current |
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Total Liabilities |
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Stockholders’ (Deficit) Equity |
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Series A Preferred Stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Class E common stock, $ |
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Class M common stock, $ |
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Class O common stock, $ |
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Class V common stock, $ |
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Treasury stock |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total Stockholders’ (Deficit) Attributable to Bitcoin Depot Inc. |
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Equity attributable to non-controlling interests |
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Total Stockholders’ (Deficit) Equity |
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( |
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Total Liabilities and Stockholders’ (Deficit) Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
-2-
BITCOIN DEPOT INC.
CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(in thousands, except share and per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue (excluding depreciation and amortization) |
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Operating expenses: |
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Selling, general, and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Income from operations |
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Other (expense) income: |
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Interest (expense) |
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Other income (expense) |
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( |
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Gain (loss) on foreign currency transactions |
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Total other (expense) |
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( |
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( |
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( |
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(Loss) Income before provision for income taxes and non-controlling interest |
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Income tax benefit (expense) |
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( |
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Net income (loss) |
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Net income attributable to Legacy Bitcoin Depot unit holders |
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Net income attributable to non-controlling interest |
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Net (loss) attributable to Bitcoin Depot Inc. |
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( |
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( |
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( |
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( |
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Other comprehensive income (loss), net of tax |
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Net income (loss) |
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Foreign currency translation adjustments |
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( |
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( |
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Total comprehensive income (loss) |
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Comprehensive income attributable to Legacy Bitcoin Depot unit holders |
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Comprehensive income (loss) attributable to non-controlling interest |
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Comprehensive (loss) attributable to Bitcoin Depot Inc. |
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$ |
( |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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Net (loss) attributable to Bitcoin Depot Inc. |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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(Loss) per share basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average shares: basic and diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
-3-
BITCOIN DEPOT INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
(UNAUDITED)
(in thousands, except share and per share amounts)
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Series A |
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Class A |
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Class E |
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Class V |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive (Loss) |
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Total Stockholders’ Deficit Attributable to Bitcoin Depot Inc. |
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Non-Controlling Interest |
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Total Stockholders’ (Deficit) Equity |
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July 1, 2024 |
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$ |
— |
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$ |
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$ |
— |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Distributions |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Shares issued for vested RSU awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net (loss) income attributable to Bitcoin Depot Inc. |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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September 30, 2024 |
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$ |
— |
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$ |
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$ |
— |
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$ |
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( |
) |
$ |
( |
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$ |
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$ |
( |
) |
$ |
( |
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$ |
( |
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$ |
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$ |
( |
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January 1, 2024 |
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$ |
— |
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$ |
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$ |
— |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Distributions |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Conversion of Series A preferred stock to class A common stock |
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( |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Purchase of treasury shares |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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Shares issued for vested RSU awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Redemption of non-controlling interest |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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Change in tax basis in BT HoldCo due to redemption |
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— |
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— |
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— |
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— |
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— |
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— |
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|
|||
Net (loss) income attributable to Bitcoin Depot Inc. |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
|
||
September 30, 2024 |
|
|
$ |
— |
|
|
|
$ |
|
|
|
$ |
— |
|
|
|
$ |
|
|
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-4-
BITCOIN DEPOT INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND MEMBER’S EQUITY
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
(UNAUDITED)
(in thousands, except share and per share amounts)
|
|
|
Series A |
|
Class A |
|
Class E |
|
Class V |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Accumulated Other Comprehensive (Loss) |
|
Stock Subscription Receivable |
|
Additional Paid-In Capital |
|
Accumulated Deficit |
|
Total Stockholders’ (Deficit) and (Deficit) Attributable to Bitcoin Depot Inc. |
|
Non-Controlling Interest |
|
Total Stockholders’ Equity and Member's Equity |
|
||||||||||||||||
July 1, 2023 |
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
|
|
|
$ |
— |
|
|
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
|||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Foreign currency translation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Proceeds from stock subscription |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Stock based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Conversion from Series A preferred stock to class A common stock |
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Net Income (loss) attributable to Bitcoin Depot Inc. |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
|
|
|
||
September 30, 2023 |
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
|
|
|
$ |
— |
|
|
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
|||||||||
January 1, 2023 |
$ |
|
|
— |
|
$ |
— |
|
|
— |
||||||||||||||||||||||||||||||||||||||