Business Operations - Bitcoin Depot operates the largest network of Bitcoin ATMs in North America, with approximately 9,276 BTMs installed as of September 30, 2025, an increase from 8,304 BTMs a year earlier [262]. - The company acquired over 500 kiosks from Westcliff Technologies Inc. in August 2025, expanding its network significantly [261]. - New user count reached 25,254 in Q3 2025, showing growth from 20,818 in Q3 2024 [273]. - Returning user transaction count averaged 5.6 transactions per user in the trailing twelve months as of September 30, 2025, indicating user retention [276]. - Cash in BTM kiosks was approximately 28.2% of average monthly revenues for the trailing twelve months ended September 30, 2025 [266]. Financial Performance - Revenue for the nine months ended September 30, 2025, was $498.8 million, representing an 8.6% increase compared to $436.9 million for the same period in 2024 [265]. - Revenue for the three months ended September 30, 2025, was $162.5 million, an increase of 20.1% compared to $135.3 million for the same period in 2024 [311]. - Revenue for the nine months ended September 30, 2025, increased by $61.9 million, or 14.2%, compared to the same period in 2024, attributed to more kiosks and larger transaction sizes [297][298]. - Revenue for the three months ended September 30, 2025, increased by $27.2 million, or 20.1%, compared to the same period in 2024, primarily due to an increase in total kiosks in operation and median transaction size [290][291]. - The median kiosk transaction size increased to $350 in Q3 2025, up from $250 in Q3 2024 [273]. - Adjusted Gross Profit for the three months ended September 30, 2025, was $30.1 million, representing an increase of 34.5% from $22.4 million in 2024 [311]. - Adjusted EBITDA for the three months ended September 30, 2025, was $16.1 million, up 74.5% from $9.2 million in the same period of 2024 [314]. - Net income for the three months ended September 30, 2025, was approximately $5.5 million, a 138.7% increase compared to $2.3 million in the same period of 2024 [290][291]. Cost and Expenses - Cost of revenue (excluding depreciation and amortization) for the three months ended September 30, 2025, increased by $19.5 million, or 17.3%, driven by higher transaction volume [290][292]. - The cost of revenue (excluding depreciation and amortization) for the nine months ended September 30, 2025, rose by $32.0 million, or 8.6%, primarily due to increased transaction volume [297][299]. - Operating expenses for the three months ended September 30, 2025, totaled $18.3 million, an increase of 8.3% from $16.9 million in the same period of 2024 [290][291]. Cash Flow and Working Capital - Positive cash flow from operations for the nine months ended September 30, 2025, was $33.0 million, up from $17.3 million in the same period of 2024 [306]. - Net cash provided by operating activities increased by $15.8 million for the nine months ended September 30, 2025, primarily due to a $27.6 million increase in net income [323]. - Cash provided by financing activities increased by $14.5 million for the nine months ended September 30, 2025, mainly due to a $20.8 million increase in proceeds from equity sales [325]. - The company reported working capital of approximately $37.1 million as of September 30, 2025, compared to negative working capital of $(6.3) million at December 31, 2024 [305][306]. Future Plans and Capital Requirements - The company plans to invest in the expansion of products and services and may seek additional equity or debt financing in the future [308]. - Future capital requirements will depend on revenue growth, research and development spending, and potential acquisitions of complementary businesses [308]. Accounting and Regulatory Changes - The Company adopted ASU 2023-07 effective January 1, 2024, resulting in additional segment disclosures related to significant expenses [332]. - The FASB issued ASU 2023-08 requiring entities to measure crypto assets at fair value, effective for fiscal years beginning after December 15, 2024 [333]. - ASU 2023-09 mandates detailed disclosures on income tax expense and payments, effective for fiscal years beginning after December 15, 2024 [334]. - ASU 2023-06 introduces amendments to disclosure requirements related to cash flows and earnings per share, with an uncertain effective date pending SEC actions [335]. - ASU 2024-03 requires expanded disclosures on expense disaggregation in the income statement, effective for annual periods beginning after December 15, 2026 [336]. - ASU 2025-03 changes the accounting for variable interest entities, effective for annual periods beginning after December 15, 2026 [337]. Market Risks - The company is exposed to market risks from foreign currency exchange rates and interest rates, with no material changes noted since the last annual report [338].

Financial Performance - Q3 2025 revenue increased by 20% year-over-year to $162.5 million, up from $135.3 million in Q3 2024[3] - Q3 2025 net income rose 139% year-over-year to $5.5 million, compared to $2.3 million in Q3 2024, resulting in earnings of $0.08 per share[5] - Q3 2025 gross profit increased by 40% year-over-year to $28.2 million, with a gross profit margin of 17.4%, up from 14.9% in Q3 2024[4] - Adjusted EBITDA for Q3 2025 was $16.1 million, a 75% increase from $9.2 million in Q3 2024[6] - Revenue for the nine months ended September 30, 2025, reached $498,816,000, compared to $436,876,000 in 2024, marking an increase of about 14.2%[31] - Adjusted EBITDA for the nine months ended September 30, 2025, was $54,866,000, up from $26,731,000 in 2024, reflecting a growth of approximately 105.5%[29] - Net income for the nine months ended September 30, 2025, was $29,985,000, a significant increase from $2,421,000 in the same period of 2024, representing a growth of approximately 1,142%[23] Cash and Liquidity - Cash, cash equivalents, and cryptocurrencies totaled $72.9 million as of September 30, 2025, up from $31.0 million at the end of 2024[6] - Cash and cash equivalents at the end of the period were $59,266,000, compared to $32,229,000 at the end of September 2024, indicating a growth of approximately 83.8%[23] - The company reported a net cash flow from operating activities of $33,033,000 for the nine months ended September 30, 2025, compared to $17,253,000 in 2024, indicating a strong operational cash generation[23] - Net cash flows from operations for the first nine months of 2025 were $33.0 million, compared to $17.3 million in the same period of 2024[7] Operational Metrics - The increase in revenue was driven by increased kiosk deployment and higher median transaction sizes[3] - The company has over 9,000 kiosk locations, maintaining the largest market share in North America as of August 2025[11] - Total operating expenses for Q3 2025 were $18.3 million, compared to $16.9 million in Q3 2024, primarily due to higher non-cash stock compensation[4] Profitability and Margins - Adjusted Gross Profit for the nine months ended September 30, 2025, was $95,986,000, compared to $66,028,000 in 2024, representing an increase of about 45.0%[31] - The Adjusted EBITDA margin for the nine months ended September 30, 2025, was 11.0%, compared to 6.1% in 2024, indicating improved operational efficiency[29] - The gross profit margin for the nine months ended September 30, 2025, was 18.1%, up from 13.3% in 2024, reflecting better cost management[31] Future Outlook - The company expects Q4 2025 revenue to be approximately $112 to $115 million, reflecting typical seasonality and regulatory impacts[8] Balance Sheet - Total liabilities as of September 30, 2025, amounted to $104,262,000, an increase from $96,590,000 at the end of 2024[21] - Total stockholders' equity as of September 30, 2025, was $21,016,000, compared to a deficit of $16,486,000 at the end of 2024, showing a positive turnaround[21]

PART I - FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements and management's analysis of financial performance [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements and detailed notes on accounting policies and financial items [Consolidated Statements of Income](index=3&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME) The company reported significant year-over-year growth in revenue and net income, with common stockholders' net income turning positive Consolidated Statements of Income (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $172,108 | $163,066 | $336,334 | $301,605 | | Net income | $12,323 | $4,350 | $24,499 | $122 | | Net income (loss) attributable to common stockholders | $6,070 | $(2,561) | $10,264 | $(4,099) | | Net income per share - basic and diluted | $0.16 | $(0.13) | $0.35 | $(0.23) | - Revenue increased by **5.5%** for the three months ended June 30, 2025, and by **11.5%** for the six months ended June 30, 2025, compared to the prior year periods[10](index=10&type=chunk) - Net income attributable to common stockholders significantly improved from a loss of **$(2,561) thousand** in Q2 2024 to a gain of **$6,070 thousand** in Q2 2025, and from a loss of **$(4,099) thousand** to a gain of **$10,264 thousand** for the six months ended June 30, 2025[10](index=10&type=chunk) [Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) The company reported a substantial increase in total comprehensive income, with common stockholders' comprehensive income turning positive Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $12,323 | $4,350 | $24,499 | $122 | | Total comprehensive income | $12,271 | $4,355 | $24,444 | $140 | | Comprehensive income (loss) attributable to common stockholders | $6,018 | $(2,556) | $10,209 | $(4,094) | - Comprehensive income attributable to common stockholders improved from a loss of **$(2,556) thousand** in Q2 2024 to a gain of **$6,018 thousand** in Q2 2025, and from a loss of **$(4,094) thousand** to a gain of **$10,209 thousand** for the six months ended June 30, 2025[13](index=13&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The company's financial position strengthened with increased assets and a shift from stockholders' deficit to positive equity Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total assets | $109,053 | $80,104 | | Cash and cash equivalents | $48,038 | $29,472 | | Cryptocurrencies | $11,563 | $1,510 | | Total liabilities | $104,360 | $96,590 | | Total Stockholders' Equity (Deficit) | $4,693 | $(16,486) | - Total assets increased by **$28.9 million (36.1%)** from December 31, 2024, to June 30, 2025, driven by increases in cash and cryptocurrencies[16](index=16&type=chunk) - Total Stockholders' Equity shifted from a deficit of **$(16,486) thousand** at December 31, 2024, to a positive equity of **$4,693 thousand** at June 30, 2025[19](index=19&type=chunk) [Consolidated Statement of Changes in Stockholders' (Deficit) Equity](index=7&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20(DEFICIT)%20EQUITY) The statement details equity changes, including the Up-C Restructuring, share issuances, and net income attributable to common stockholders - The Up-C Restructuring on May 30, 2025, involved the exchange of Class V common stock for Class M common stock and resulted in a cumulative impact of **$(7,050) thousand**, net of transaction expenses[22](index=22&type=chunk) - Net income attributable to Bitcoin Depot Inc. for the six months ended June 30, 2025, was **$10,264 thousand**, a significant increase from **$(4,099) thousand** in the prior year[22](index=22&type=chunk)[25](index=25&type=chunk) - Issuance of Class A common stock, net of issuance costs, contributed **$11,977 thousand** to additional paid-in capital for the six months ended June 30, 2025[22](index=22&type=chunk) [Consolidated Statements of Cash Flows](index=10&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The company generated more cash from operations, increased cash used in investing due to Bitcoin, and received less cash from financing activities Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash Flows Provided by Operations | $26,403 | $11,475 | | Net Cash Flows Used In Investing Activities | $(9,159) | $(3,190) | | Net Cash Flows Provided by Financing Activities | $1,436 | $5,851 | | Net change in cash and cash equivalents | $18,566 | $14,183 | - The increase in cash used in investing activities was primarily due to an **$8.4 million** increase in the acquisition of Bitcoin for investment purposes[315](index=315&type=chunk) - Financing cash flows decreased due to lower net proceeds from notes payable, increased partnership distributions, and **$8.9 million** paid in connection with the Up-C restructuring, offset by **$12.0 million** in proceeds from equity sales[316](index=316&type=chunk) [Notes to Consolidated Financial Statements](index=12&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations of accounting policies, significant transactions, and financial statement line items [Note 1: Organization and Background](index=12&type=section&id=(1)%20Organization%20and%20Background) Bitcoin Depot operates cryptocurrency kiosks and offers sales across North America, Puerto Rico, and Australia, influenced by market factors and regulatory changes - Bitcoin Depot operates BTMs, BDCheckout, and a website for cryptocurrency sales, and offers software solutions through BitAccess Inc[36](index=36&type=chunk) - The price of cryptocurrencies is affected by global supply/demand, inflation expectations, interest rates, exchange rates, regulatory measures, and global economic events[37](index=37&type=chunk) - As of June 30, 2025, the company had **$62.7 million** in current assets, **$48.0 million** in cash, **$44.5 million** in current liabilities, and positive stockholders' equity of **$4.7 million**, with sufficient liquidity for the next 12 months[39](index=39&type=chunk) [Note 2: Basis of Presentation and Summary of Significant Accounting Policies](index=14&type=section&id=(2)%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis for interim financial statements, including consolidation, reverse recapitalization, Up-C Restructuring, and key accounting policies - The unaudited interim consolidated financial statements are prepared in accordance with U.S. GAAP and SEC rules, consolidating entities controlled by majority voting interest or as primary beneficiary of VIEs[44](index=44&type=chunk)[45](index=45&type=chunk) - The Merger with GSRM was accounted for as a reverse recapitalization, with Legacy Bitcoin Depot as the predecessor, reflecting assets and liabilities at historical cost[50](index=50&type=chunk)[51](index=51&type=chunk) - The Up-C Restructuring on May 30, 2025, resulted in BT HoldCo becoming a wholly-owned subsidiary, an exchange of Class V common stock for Class M common stock, and the termination of the Tax Receivable Agreement for an **$8.4 million** cash payment[53](index=53&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [Note 3: Recent Accounting Pronouncements](index=29&type=section&id=(3)%20Recent%20Accounting%20Pronouncements) The company adopted new accounting standards for segment reporting, crypto assets, and income tax disclosures, and is assessing pending pronouncements - Adopted ASU 2023-07 (Segment Reporting) effective January 1, 2024, requiring additional disclosures on significant segment expenses[115](index=115&type=chunk) - Adopted ASU 2023-08 (Crypto Assets) effective January 1, 2025, requiring crypto assets to be measured at fair value with changes reflected in net income, resulting in a cumulative effect adjustment of **$852 thousand** to cryptocurrencies and accumulated deficit[116](index=116&type=chunk) - Adopted ASU 2023-09 (Income Tax Disclosures) effective January 1, 2025, requiring more detailed income tax expense, rate reconciliation, and payment disclosures[116](index=116&type=chunk) [Note 4: Segment Reporting](index=31&type=section&id=(4)%20Segment%20Reporting) The company operates as a single reportable segment, with the CEO evaluating performance and allocating resources on a consolidated basis - The company operates as a single operating and reportable segment, as the CEO (CODM) reviews financial information on a global, consolidated basis[104](index=104&type=chunk)[122](index=122&type=chunk) - Substantially all revenue and long-lived assets are located in the U.S[123](index=123&type=chunk) Net Income Related Segment Information (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $172,108 | $163,066 | $336,334 | $301,605 | | Cost of cryptocurrency sold | $123,263 | $121,759 | $240,508 | $230,223 | | Floorspace leases | $9,813 | $9,120 | $19,130 | $17,656 | | Payroll costs | $5,612 | $5,904 | $11,495 | $11,698 | | Net income | $12,323 | $4,350 | $24,499 | $122 | [Note 5: Related Party Transactions](index=33&type=section&id=(5)%20Related%20Party%20Transactions) The company engaged in related party transactions, including cash distributions, a Tax Receivable Agreement termination, and a Kiosk Service Agreement Cash Distributions to BT Assets (in millions) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30 | $7.6 | $6.8 | | Six Months Ended June 30 | $10.1 | $7.7 | - The Tax Receivable Agreement was terminated in connection with the Up-C Restructuring, resulting in an **$8.4 million** cash payment to former stockholders of BT Assets[129](index=129&type=chunk)[133](index=133&type=chunk) - A Kiosk Service Agreement was entered into on July 10, 2024, with a CEO-owned entity, where the Company receives **30%** of net profit for kiosk placement, treasury management, and back-office services[132](index=132&type=chunk) [Note 6: Revenue](index=33&type=section&id=(6)%20Revenue) The company's revenue is primarily generated from BTM Kiosks, which significantly increased for both the three and six months ended June 30, 2025 Revenue Disaggregated by Stream (in thousands) | Revenue Stream | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | BTM Kiosks | $171,864 | $162,291 | $335,644 | $300,067 | | Other Revenue | $244 | $775 | $690 | $1,538 | | Total Revenue | $172,108 | $163,066 | $336,334 | $301,605 | - BTM Kiosks revenue increased by **5.9%** for the three months and **11.8%** for the six months ended June 30, 2025, compared to the same periods in 2024[134](index=134&type=chunk) [Note 7: Cost of Revenue (Excluding Depreciation and Amortization)](index=34&type=section&id=(7)%20Cost%20of%20Revenue%20(Excluding%20Depreciation%20and%20Amortization)) Cost of revenue, excluding D&A, increased due to higher cryptocurrency and floorspace lease expenses from increased transaction volume and active kiosks Cost of Revenue (Excluding Depreciation and Amortization) by Category (in thousands) | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Cryptocurrency expenses | $123,263 | $121,759 | $240,508 | $230,223 | | Floorspace lease expenses | $9,813 | $9,120 | $19,130 | $17,656 | | Kiosk operations expenses | $6,306 | $5,829 | $10,835 | $10,116 | | Total Cost of Revenue | $139,382 | $136,708 | $270,473 | $257,995 | - Cryptocurrency expenses increased by **1.2% (QoQ)** and **4.5% (YoY)**, while floorspace lease expenses increased by **7.6% (QoQ)** and **8.3% (YoY)**, reflecting growth in active kiosks[136](index=136&type=chunk) - Depreciation and amortization excluded from cost of revenue decreased by **37.5%** for the three months and **36.6%** for the six months ended June 30, 2025, compared to the prior year periods[137](index=137&type=chunk) [Note 8: Fair Value Measurements](index=34&type=section&id=(8)%20Fair%20Value%20Measurements) The company measures cryptocurrency holdings at fair value using Level 1 inputs, fixed-rate notes payable using Level 2, and franchise profit sharing using Level 3 estimates - Cryptocurrency holdings are measured at fair value using Level 1 inputs (quoted prices in active markets)[138](index=138&type=chunk) Fair Value of Fixed-Rate Notes Payable (in millions) | Date | Estimated Fair Value | Carrying Value | | :--- | :--- | :--- | | June 30, 2025 | $27.3 | $28.0 | | December 31, 2024 | $39.3 | $39.5 | - The carrying value and fair value of notes payable related to franchise profit sharing arrangements were approximately **$38.6 million** at June 30, 2025, and **$16.7 million** at December 31, 2024, using Level 3 fair value estimates[144](index=144&type=chunk) [Note 9: Prepaid expenses and other current assets](index=36&type=section&id=(9)%20Prepaid%20expenses%20and%20other%20current%20assets) Prepaid expenses increased while other current assets decreased, resulting in a slight overall decrease in total prepaid expenses and other current assets Prepaid Expenses and Other Current Assets (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepaid expenses | $2,571 | $1,828 | | Other current assets | $481 | $1,248 | | Total | $3,052 | $3,076 | [Note 10: Accrued expenses and other current liabilities](index=36&type=section&id=(10)%20Accrued%20expenses%20and%20other%20current%20liabilities) Accrued expenses and other current liabilities increased as of June 30, 2025, primarily due to higher accrued expenses and payables to liquidity providers Accrued Expenses and Other Current Liabilities (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Payables to liquidity providers | $2,699 | $2,246 | | Accrued expenses | $14,234 | $12,014 | | Total | $16,933 | $14,260 | [Note 11: Non-controlling interests](index=36&type=section&id=(11)%20Non-controlling%20interests) Non-controlling interests in BT HoldCo were eliminated due to the Up-C Restructuring, while non-controlling interests in BitAccess Inc. remained at 17.86% - Non-controlling interests in BT HoldCo were eliminated as of May 30, 2025, due to the Up-C Restructuring[152](index=152&type=chunk) - Non-controlling interest ownership in BitAccess Inc. remained at **17.86%** as of both June 30, 2025, and December 31, 2024[150](index=150&type=chunk) Changes in Non-Controlling Interests (in thousands) | Metric | BitAccess (June 30, 2025) | BT HoldCo (June 30, 2025) | Total (June 30, 2025) | | :--- | :--- | :--- | :--- | | Beginning balance January 1, 2025 | $2,674 | $4,472 | $7,146 | | Distributions | — | $(10,117) | $(10,117) | | Distribution related to Up-C Restructuring | — | $(8,595) | $(8,595) | | Net income (loss) | $(153) | $14,388 | $14,235 | | Ending balance June 30, 2025 | $2,537 | $0 | $2,537 | [Note 12: Cryptocurrencies](index=37&type=section&id=(12)%20Cryptocurrencies) The company's cryptocurrency holdings, primarily Bitcoin, significantly increased for both inventory and investment purposes following the adoption of fair value accounting Cryptocurrency Inventory (in thousands, except units) | Metric | Units (June 30, 2025) | Cost Basis (June 30, 2025) | Fair Value (June 30, 2025) | Carrying Value (Dec 31, 2024) | | :--- | :--- | :--- | :--- | :--- | | Bitcoin (BTC) | 7.58 | $806 | $814 | $949 | Cryptocurrency Investments (in thousands, except units) | Metric | Units (June 30, 2025) | Cost Basis (June 30, 2025) | Fair Value (June 30, 2025) | Carrying Value (Dec 31, 2024) | | :--- | :--- | :--- | :--- | :--- | | Bitcoin (BTC) | 100.35 | $9,095 | $10,749 | $561 | - The company began allocating a portion of its cash reserves to Bitcoin in June 2024, with investments growing from **$0.6 million** at December 31, 2024, to **$10.7 million** at June 30, 2025[68](index=68&type=chunk)[154](index=154&type=chunk) [Note 13: Notes Payable](index=38&type=section&id=(13)%20Notes%20Payable) The company's notes payable increased due to new kiosk franchise profit sharing and equipment financing, despite early repayment, and the credit agreement maturity was extended - The credit agreement maturity date was extended from June 23, 2026, to December 15, 2027, and an early repayment of **$5.0 million** was made in Q2 2025[160](index=160&type=chunk)[161](index=161&type=chunk) - New kiosk franchise profit sharing arrangements resulted in **$20.7 million** in debt recorded during the six months ended June 30, 2025, maturing between March and August 2033[162](index=162&type=chunk) Notes Payable (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total notes payable principal outstanding | $66,535 | $56,237 | | Total notes payable | $66,007 | $55,479 | | Notes payable, non-current | $57,250 | $49,457 | [Note 14: Common Stock, Preferred Stock and Stockholders' (Deficit) Equity](index=40&type=section&id=(14)%20Common%20Stock,%20Preferred%20Stock%20and%20Stockholders'%20(Deficit)%20Equity) The company underwent an Up-C Restructuring, converting stock classes, issuing new Class A common stock through an equity offering, and continuing a share repurchase program - The Up-C Restructuring on May 30, 2025, involved the exchange of **41,193,024 shares** of Class V common stock for an equal number of Class M common stock, which have ten votes per share and economic rights similar to Class A common stock[195](index=195&type=chunk)[173](index=173&type=chunk) - All outstanding Series A Preferred Stock and Class E common stock were converted to Class A common stock during the three months ended March 31, 2025[177](index=177&type=chunk)[179](index=179&type=chunk) Class A Common Stock Issuance (in millions) | Period | Shares Sold | Net Proceeds | | :--- | :--- | :--- | | Three Months Ended June 30, 2025 | 2.32 | $11.0 | | Six Months Ended June 30, 2025 | 2.92 | $12.0 | [Note 15: Income Taxes](index=45&type=section&id=(15)%20Income%20Taxes) The Up-C Restructuring significantly impacted the company's tax structure, making BT HoldCo a C-Corporation, revaluing deferred tax assets, and terminating the Tax Receivable Agreement - The Up-C Restructuring on May 30, 2025, resulted in BT HoldCo becoming a wholly-owned C-Corporation subsidiary, leading to a tax-free reorganization and a revaluation of cumulative temporary differences through tax expense[196](index=196&type=chunk)[203](index=203&type=chunk) Income Tax (Expense) and Effective Tax Rate | Period | Income Tax (Expense) (in millions) | Effective Tax Rate | | :--- | :--- | :--- | | Six Months Ended June 30, 2025 | $(2.6) | (9.65)% | | Six Months Ended June 30, 2024 | $(0.1) | 51.97% | - The Tax Receivable Agreement was terminated on May 30, 2025, with an **$8.4 million** cash payment to former BT Assets stockholders, and the liability was derecognized to additional paid-in capital[208](index=208&type=chunk) [Note 16: Share-Based Compensation](index=49&type=section&id=(16)%20Share-Based%20Compensation) Share-based compensation expense decreased year-over-year, with no PSUs granted, but significant time-based RSUs were granted, increasing unrecognized compensation expense Share-Based Compensation Expense (in millions) | Period | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Expense | $0.7 | $1.7 | $1.1 | $2.6 | - No performance-based RSUs (PSUs) were granted during the six months ended June 30, 2025, as performance targets were not met[219](index=219&type=chunk) - The company granted **1,685,053** time-based RSUs during the six months ended June 30, 2025, with unrecognized compensation expense of **$3.7 million** as of June 30, 2025[220](index=220&type=chunk)[221](index=221&type=chunk) [Note 17: Net Income (Loss) Per Share](index=50&type=section&id=(17)%20Net%20Income%20(Loss)%20Per%20Share) The company reported positive basic and diluted net income per share, a significant improvement from prior year losses, with various securities considered for dilution Net Income (Loss) Per Share (Basic and Diluted) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) per share | $0.16 | $(0.13) | $0.35 | $(0.23) | | Weighted average common stock outstanding | 37,541,637 | 19,432,011 | 29,406,538 | 18,016,761 | - Securities not included in diluted EPS calculation due to anti-dilutive effect or unmet conditions include Public/Private Warrants (**43,848,750**), BT OpCo Earnouts Units (**15,000,000**), and 2023 Incentive Plan RSU awards (**2,652,452**)[226](index=226&type=chunk) [Note 18: Leases](index=52&type=section&id=(18)%20Leases) The company manages various lease types, including short-term floorspace, office operating, and BTM kiosk finance leases, with no new BTM kiosk lease agreements - The company has short-term floorspace leases (cancellable within 30 days), an operating lease for office space, and finance leases for BTM kiosks expiring through August 2027[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - No new BTM kiosk lease agreements were entered into during the six months ended June 30, 2025[232](index=232&type=chunk) Total Lease Expense (in thousands) | Lease Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Finance lease expense | $537 | $1,688 | $1,125 | $3,324 | | Operating lease expense | $289 | $261 | $596 | $361 | | Short-term lease expense | $9,582 | $8,919 | $18,636 | $17,395 | | Total lease expense | $10,408 | $10,868 | $20,357 | $21,080 | [Note 19: Commitments and Contingencies](index=55&type=section&id=(19)%20Commitments%20and%20Contingencies) The company is involved in legal proceedings, including a **$23.0 million** claim from Canaccord, a civil complaint from the Iowa AG, and a class action lawsuit over a data breach - Canaccord Genuity Corp. is seeking **$23.0 million** in damages for alleged breach of contract related to advisory services, with the dispute awaiting trial scheduling after unsuccessful mediation[238](index=238&type=chunk)[240](index=240&type=chunk) - The Iowa AG filed a civil complaint alleging violations of the Iowa Consumer Fraud Act due to Bitcoin withdrawals used in fraudulent schemes, seeking injunctions and monetary penalties[241](index=241&type=chunk) - A class action lawsuit was filed in August 2025 alleging failure to protect PII of approximately **27,000** customers in a June 2024 data breach, seeking damages and injunctive relief[244](index=244&type=chunk)[245](index=245&type=chunk) [Note 20: Subsequent Events](index=57&type=section&id=(20)%20Subsequent%20Events) Subsequent events include the OBBBA enactment, expected to impact Q3 2025 effective tax rate, and a new **$50 million** ATM Equity Offering program - The "One Big Beautiful Bill Act" (OBBBA) was enacted on July 4, 2025, and is expected to change the annual effective tax rate by approximately **(3.94%)** in Q3 2025 due to immediate expensing of R&E expenditures[249](index=249&type=chunk) - A new **$50 million** ATM Equity Offering program became effective on July 1, 2025, replacing the original program[192](index=192&type=chunk)[250](index=250&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and future outlook, including business overview, cryptocurrency strategy, and key metrics [Business Overview](index=58&type=section&id=Business%20Overview) Bitcoin Depot operates North America's largest BTM network, BDCheckout, and a mobile app, providing cash users access to digital finance and BTM software solutions - Bitcoin Depot operates the largest network of Bitcoin ATMs (BTMs) across North America, Puerto Rico, and Australia, with approximately **8,978 BTMs** installed as of June 30, 2025[253](index=253&type=chunk)[256](index=256&type=chunk) - The company's offerings include BTMs, BDCheckout (accepted at ~**7,022** retail locations), and a mobile app, with a mission to bring "Crypto to the Masses™" by converting cash to Bitcoin[254](index=254&type=chunk)[256](index=256&type=chunk) - Bitcoin Depot is the exclusive BTM provider for Circle K in the U.S. and Canada, with approximately **800 BTMs** installed in Circle K stores as of June 30, 2025[258](index=258&type=chunk) [Cryptocurrencies](index=58&type=section&id=Cryptocurrencies) The company's revenue has not correlated with Bitcoin price volatility, as users are non-speculative, and a sophisticated Bitcoin management process minimizes price exposure - Revenue has not historically correlated with Bitcoin price volatility; for the trailing twelve months ended June 30, 2025, revenue declined by **3.2%** while the market price of Bitcoin increased by **70.5%**[259](index=259&type=chunk) - The company maintains a low balance of Bitcoin for revenue-generating operations (typically less than **$1.0 million**) and replenishes through liquidity providers to mitigate price volatility exposure[260](index=260&type=chunk) - As of June 30, 2025, the company held approximately **$10.7 million** of Bitcoin allocated to its treasury strategy, up from **$0.6 million** at December 31, 2024[261](index=261&type=chunk) [Regulatory Environment](index=60&type=section&id=Regulatory%20Environment) The company operates in a rapidly evolving and uncertain cryptocurrency regulatory environment, with new state legislation and potential impacts from federal policy changes - The regulatory landscape for cryptocurrencies is rapidly evolving, with heightened focus on anti-money laundering, privacy, cybersecurity, and consumer protection[262](index=262&type=chunk) - In 2025, **thirteen states** passed legislation to regulate virtual currency kiosks, which could impact the company's financial condition and operations[264](index=264&type=chunk) - The overturning of the Chevron doctrine could lead to increased challenges to federal agency regulations, impacting financial institutions, consumer protection, and other regulatory regimes[263](index=263&type=chunk) [Key Business Metrics](index=60&type=section&id=Key%20Business%20Metrics) The company monitors key business metrics like installed kiosks, user transactions, median transaction size, and customer lifetime value to assess performance and inform strategy Key Business Metrics | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Installed kiosks (at period end) | 8,978 | 8,483 | 8,457 | 8,068 | | Kiosks held with logistics providers | 1,736 | 2,314 | 2,117 | 758 | | Returning user transaction count | 5.6 | 6.3 | 6.3 | 7.1 | | New user count | 25,007 | 23,426 | 22,490 | 20,971 | | Median kiosk transaction size (in $) | 300 | 300 | 280 | 230 | | Lifetime value | 5,221 | 5,146 | 5,065 | 4,960 | - Installed kiosks increased by **11.3%** from June 30, 2024, to June 30, 2025, indicating market penetration and growth[267](index=267&type=chunk) - Median kiosk transaction size increased by **$70 (30.4%)** from **$230** at June 30, 2024, to **$300** at June 30, 2025[267](index=267&type=chunk) [Segment Reporting](index=62&type=section&id=Segment%20Reporting) The company's financial reporting is organized into a single segment due to product, customer, and regulatory similarities, with management viewing operations on a consolidated basis - The company operates as one reportable segment due to the similarity in products, services, customer base, and regulatory environment[274](index=274&type=chunk) [Components of Results of Operations](index=63&type=section&id=Components%20of%20Results%20of%20Operations) Revenue is primarily from BTM kiosk sales, with cost of revenue driven by cryptocurrency, leases, and kiosk operations, and operating expenses including SG&A and D&A - Approximately **99.9%** of revenue for the three months ended June 30, 2025, was from cryptocurrency sales at BTM kiosks, including a markup (**15-50%**) and a flat transaction fee (**$3.00** for BTMs, **$3.50** for BDCheckout)[275](index=275&type=chunk)[276](index=276&type=chunk)[277](index=277&type=chunk) - Cost of revenue primarily includes cryptocurrency expenses, floorspace lease expenses, and kiosk operations expenses (cash collection, maintenance), with BDCheckout having lower operating costs but similar profitability due to markup differences[278](index=278&type=chunk)[279](index=279&type=chunk) - Operating expenses consist of selling, general and administrative expenses (customer support, marketing, professional services) and depreciation and amortization (BTMs, software, equipment)[280](index=280&type=chunk)[281](index=281&type=chunk) [Results of Operations](index=64&type=section&id=Results%20of%20Operations) The company experienced significant revenue growth and improved profitability, driven by increased kiosk operations and median transaction size, while managing cost of revenue and reducing operating expenses Results of Operations - Three Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $172,108 | $163,066 | $9,042 | 5.5% | | Cost of revenue (excl. D&A) | $139,382 | $136,708 | $2,674 | 2.0% | | Income from operations | $15,748 | $7,604 | $8,144 | 107.1% | | Net income | $12,323 | $4,350 | $7,973 | 183.3% | Results of Operations - Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $336,334 | $301,605 | $34,729 | 11.5% | | Cost of revenue (excl. D&A) | $270,473 | $257,995 | $12,478 | 4.8% | | Income from operations | $33,546 | $8,303 | $25,243 | 304.0% | | Net income | $24,499 | $122 | $24,377 | 19,981.1% | - Selling, general and administrative expenses decreased by **4.1% (QoQ)** and **2.8% (YoY)** due to lower share-based compensation and insurance expenses, partially offset by increased professional fees[288](index=288&type=chunk)[296](index=296&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) The company significantly improved working capital and generated strong operating cash flow, believing it has sufficient liquidity for the next 12 months, with future needs dependent on growth Working Capital (in millions) | Date | Working Capital | Cash and Cash Equivalents | Current Assets | Current Liabilities | | :--- | :--- | :--- | :--- | :--- | | June 30, 2025 | $18.1 | $48.0 | $62.7 | $44.5 | | December 31, 2024 | $(6.3) | $29.5 | $34.3 | $40.6 | - Net cash provided by operating activities increased by **$14.9 million** to **$26.4 million** for the six months ended June 30, 2025, compared to **$11.5 million** in the prior year[299](index=299&type=chunk)[314](index=314&type=chunk) - The company expects existing cash and cash equivalents, combined with cash from operations, to be sufficient for the next 12 months[300](index=300&type=chunk) [Non-GAAP Financial Measures](index=68&type=section&id=Non-GAAP%20Financial%20Measures) The company uses Adjusted Gross Profit and Adjusted EBITDA as non-GAAP measures to evaluate operational efficiency and performance, showing significant improvements in both metrics and margins Adjusted Gross Profit and Margin (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | $30,864 | $23,382 | $62,108 | $37,753 | | Adjusted Gross Profit | $32,726 | $26,358 | $65,861 | $43,610 | | Adjusted Gross Profit Margin | 19.0% | 16.2% | 19.6% | 14.5% | Adjusted EBITDA and Margin (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $12,323 | $4,350 | $24,499 | $122 | | Adjusted EBITDA | $18,512 | $12,664 | $38,806 | $17,549 | | Adjusted EBITDA margin | 10.8% | 7.8% | 11.5% | 5.8% | - Adjusted EBITDA increased by **46.2%** for the three months and **121.1%** for the six months ended June 30, 2025, compared to the prior year periods[307](index=307&type=chunk) [Sources of Liquidity](index=70&type=section&id=Sources%20of%20Liquidity) The company's liquidity is supported by its credit agreement, amended for extended maturity and early repayment, and by new kiosk franchise profit sharing arrangements - The credit agreement was amended on March 14, 2025, extending the maturity date from June 23, 2026, to December 15, 2027, and an early repayment of **$5.0 million** was made in Q2 2025[311](index=311&type=chunk)[161](index=161&type=chunk) - The company entered into five kiosk franchise profit sharing arrangements during the six months ended June 30, 2025, recording **$20.7 million** in debt from upfront consideration[312](index=312&type=chunk)[162](index=162&type=chunk) [Cash Flows](index=72&type=section&id=Cash%20Flows) Net cash from operations significantly increased, cash used in investing rose due to Bitcoin, and cash from financing decreased due to factors including the Up-C restructuring Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cash provided by operating activities | $26,403 | $11,475 | | Cash (used in) investing activities | $(9,159) | $(3,190) | | Cash provided by (used in) financing activities | $1,436 | $5,851 | | Net increase in cash and cash equivalents | $18,566 | $14,183 | - Net cash provided by operating activities increased by **$14.9 million**, primarily due to a **$24.4 million** increase in net income[314](index=314&type=chunk) - Net cash used in investing activities increased by **$6.0 million**, mainly due to an **$8.4 million** increase in Bitcoin investment acquisitions[315](index=315&type=chunk) [Commitments and Contractual Obligations](index=72&type=section&id=Commitments%20and%20Contractual%20Obligations) The company's aggregate operating and finance lease obligations totaled approximately **$5.8 million** as of June 30, 2025, with no open purchase orders for kiosks - Aggregate operating and finance lease obligations totaled approximately **$5.8 million** as of June 30, 2025[317](index=317&type=chunk) - No open purchase orders for kiosks as of June 30, 2025[317](index=317&type=chunk) [Litigation](index=72&type=section&id=Litigation) The company is involved in several material legal proceedings, including a **$23.0 million** claim from Canaccord, a civil complaint from the Iowa AG, and a class action lawsuit regarding a data breach - The company is defending against a **$23.0 million** claim from Canaccord Genuity Corp. for alleged breach of contract[337](index=337&type=chunk)[339](index=339&type=chunk) - A civil complaint from the Iowa AG alleges violations of the Iowa Consumer Fraud Act related to fraudulent use of Bitcoin ATMs[340](index=340&type=chunk) - A class action lawsuit was filed alleging failure to protect PII of approximately **27,000** customers in a data breach[341](index=341&type=chunk) [Off-Balance Sheet Arrangements](index=74&type=section&id=Off-Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements - The company reported no off-balance sheet arrangements[322](index=322&type=chunk) [Recently Issued Accounting Standards](index=74&type=section&id=Recently%20Issued%20Accounting%20Standards) The company adopted new accounting standards for segment reporting, crypto assets, and income tax disclosures, and is assessing the impact of several pending ASUs - Adopted ASU 2023-07 (Segment Reporting), ASU 2023-08 (Crypto Assets), and ASU 2023-09 (Income Tax Disclosures) effective January 1, 2024, or January 1, 2025[323](index=323&type=chunk)[324](index=324&type=chunk)[325](index=325&type=chunk) - Pending ASUs include 2023-06 (Disclosure Improvements), 2024-03 (Expense Disaggregation), and 2025-03 (Business Combinations/Consolidation), with impacts currently being assessed[326](index=326&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to market risks from foreign currency exchange rates and interest rates, noting no material changes since the last annual report - The company is exposed to market risks from foreign currency exchange rates and interest rates, with no material changes since December 31, 2024[329](index=329&type=chunk) [Item 4. Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls and procedures, identifying material weaknesses in internal control over financial reporting, and outlines remediation efforts [Evaluation of Disclosure Controls and Procedures](index=76&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective due to identified material weaknesses in internal control over financial reporting - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting[330](index=330&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=76&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20Over%20Financial%20Reporting) The company identified material weaknesses in internal control over financial reporting related to a lack of formalized systems, reliance on IT, and insufficient controls over cryptocurrency activity - Identified material weaknesses include: (i) lack of formalized internal control system for risk assessment, control design/implementation, and monitoring; (ii) reliance on IT systems and service organizations without adequate evaluation or testing of controls and data, and insufficient general IT controls; and (iii) insufficient controls to prevent potential unauthorized cryptocurrency activity[331](index=331&type=chunk) - These weaknesses stem from a lack of necessary business processes, personnel, and internal controls for public company accounting and financial reporting requirements[331](index=331&type=chunk) - Remediation efforts include hiring additional qualified accounting/financial reporting personnel, enhancing accounting processes and risk assessment, and designing/implementing/monitoring respective controls[331](index=331&type=chunk) [Changes in Internal Control Over Financial Reporting](index=78&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in the company's internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[334](index=334&type=chunk) PART II - OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) This section details significant legal proceedings, including claims from Canaccord, the Iowa Attorney General, and a class action lawsuit regarding a data breach - Canaccord Genuity Corp. filed a claim seeking **$23.0 million** in damages for alleged breach of contract related to advisory services for a potential IPO or sales transaction. The estimated transaction value for fee calculation is now up to **$655.0 million**. Mediation was unsuccessful, and the matter awaits trial scheduling[337](index=337&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk) - The Iowa Attorney General filed a civil complaint alleging violations of the Iowa Consumer Fraud Act, claiming Bitcoin withdrawals from ATMs were used in fraudulent schemes and seeking injunctions and monetary penalties. The Company has filed its answer and discovery is ongoing[340](index=340&type=chunk) - A class action lawsuit was filed in August 2025 alleging failure to safeguard PII of approximately **27,000** customers in a June 2024 data breach, seeking damages, injunctive relief, and credit monitoring. The Company has not yet been formally served[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) [Item 1A. Risk Factors](index=80&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report on Form 10-

[Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) Bitcoin Depot reported strong Q2 2025 growth with increased revenue and significant improvements in net income and Adjusted EBITDA, driven by operational leverage and strategic financial management [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Bitcoin Depot reported strong year-over-year growth in the second quarter of 2025, with a **6% increase** in revenue to **$172.1 million**. Profitability saw significant improvement, as net income surged by **183%** to **$12.3 million** and Adjusted EBITDA grew by **46%** to **$18.5 million** Q2 2025 Key Financial Metrics (Year-over-Year) | Metric | Q2 2025 | Growth vs Q2 2024 | | :--- | :--- | :--- | | Revenue | $172.1 Million | 6% ↑ | | Net Income | $12.3 Million | 183% ↑ | | Gross Profit | $30.9 Million | 32% ↑ | | Adjusted EBITDA | $18.5 Million | 46% ↑ | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management attributes the strong quarterly performance to operating leverage from kiosk expansion, higher transaction volumes, and disciplined cost management. The company has improved profitability, strengthened its balance sheet with nearly **$60 million** in cash and digital assets, and simplified its corporate structure to enhance transparency and shareholder alignment. Strategic initiatives include continued Bitcoin accumulation for its treasury - The company's performance demonstrates operating leverage driven by kiosk expansion, higher transaction volumes, and disciplined cost management[2](index=2&type=chunk) - Bitcoin Depot holds nearly **$60 million** in cash and digital assets, positioning it for U.S. and international growth opportunities[2](index=2&type=chunk) - The company eliminated its UP-C corporate structure to simplify governance and improve transparency[2](index=2&type=chunk) - The company continued to strategically add Bitcoin to its treasury as part of its capital allocation strategy[2](index=2&type=chunk) [Detailed Financial Results](index=1&type=section&id=Detailed%20Financial%20Results) The company achieved significant revenue growth and profitability improvements in Q2 2025, alongside a strengthened balance sheet and robust cash flow from operations [Second Quarter 2025 Financial Performance](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Performance) In Q2 2025, revenue grew **6%** to **$172.1 million**, driven by more kiosks and larger transaction sizes. Operating expenses fell **9%** to **$17.0 million** due to cost optimization. This led to a **183% increase** in net income to **$12.3 million** and a **32% rise** in gross profit to **$30.9 million**, with gross margin expanding by **360 basis points** to **17.9%** Q2 2025 vs Q2 2024 Performance | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $172.1M | $163.1M | +6% | | Operating Expenses | $17.0M | $18.8M | -9% | | Net Income | $12.3M | $4.4M | +183% | | Gross Profit | $30.9M | $23.4M | +32% | | Gross Profit Margin | 17.9% | 14.3% | +360 bps | - Net income attributable to common shareholders was **$6.1 million**, or **$0.16 per share**, a significant improvement from a net loss of **$2.6 million**, or **($0.13) per share**, in Q2 2024[5](index=5&type=chunk) - Adjusted EBITDA increased **46%** to **$18.5 million**, primarily due to higher revenue and gross profit[7](index=7&type=chunk) [Balance Sheet and Cash Flow](index=2&type=section&id=Balance%20Sheet%20and%20Cash%20Flow) As of June 30, 2025, the company's financial position strengthened, with cash, cash equivalents, and cryptocurrencies totaling **$59.6 million**, up from **$31.0 million** at year-end 2024. The company continued to invest in Bitcoin, holding **100.35 BTC**. Net cash from operations for the first six months of 2025 more than doubled to **$26.4 million** compared to the same period in 2024 Key Balance Sheet and Cash Flow Items | Metric | June 30, 2025 | Dec 31, 2024 / H1 2024 | Change | | :--- | :--- | :--- | :--- | | Cash, equivalents, & crypto | $59.6M | $31.0M | +$28.6M | | Bitcoin held for investment | 100.35 BTC | - | +6.00 BTC in Q2 | | Net cash from operations (H1) | $26.4M | $11.5M | +129.6% | [Business Outlook](index=2&type=section&id=Business%20Outlook) The company anticipates continued high-single-digit revenue growth and a substantial increase in Adjusted EBITDA for the third quarter of 2025 [Third Quarter 2025 Outlook](index=2&type=section&id=Third%20Quarter%202025%20Outlook) The company anticipates continued growth in the third quarter of 2025, forecasting **high-single-digit** percentage revenue growth and a **20% to 30%** increase in Adjusted EBITDA compared to the third quarter of 2024 - Q3 2025 revenue is expected to grow by **high-single digits** year-over-year[9](index=9&type=chunk) - Q3 2025 Adjusted EBITDA is expected to be **20% to 30%** above the prior year's quarter[9](index=9&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) The financial statements reflect significant improvements in net income and cash flow from operations, alongside a strengthened balance sheet with increased assets and positive stockholders' equity [Consolidated Statements of (Loss) Income](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20%28LOSS%29%20INCOME) The consolidated statements of income show a significant increase in profitability for the three and six months ended June 30, 2025. For the second quarter, net income rose to **$12.3 million** from **$4.4 million** in the prior year. For the six-month period, net income was **$24.5 million**, a substantial increase from **$122 thousand** in the same period of 2024 Consolidated Statements of (Loss) Income (Unaudited, in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Revenue** | **$172,108** | **$163,066** | **$336,334** | **$301,605** | | Cost of revenue (excl. D&A) | 139,382 | 136,708 | 270,473 | 257,995 | | Total operating expenses | 16,978 | 18,754 | 32,315 | 35,307 | | **Income from operations** | **15,748** | **7,604** | **33,546** | **8,303** | | Other (expense) income, net | (2,263) | (2,984) | (6,433) | (8,049) | | Income before taxes | 13,485 | 4,620 | 27,113 | 254 | | Income tax (expense) | (1,162) | (270) | (2,614) | (132) | | **Net income** | **$12,323** | **$4,350** | **$24,499** | **$122** | | Net income (loss) attributable to common stockholders | $6,070 | $(2,561) | $10,264 | $(4,099) | | **Net income per share - basic and diluted** | **$0.16** | **$(0.13)** | **$0.35** | **$(0.23)** | [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The balance sheet as of June 30, 2025, shows total assets of **$109.1 million**, an increase from **$80.1 million** at the end of 2024. This was driven by a significant rise in cash and cryptocurrencies. Total liabilities increased to **$104.4 million** from **$96.6 million**, while total stockholders' equity turned positive to **$4.7 million** from a deficit of **$16.5 million** Consolidated Balance Sheets (Unaudited, in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | **$62,691** | **$34,333** | | Cash and cash equivalents | $48,038 | $29,472 | | Cryptocurrencies | $11,563 | $1,510 | | Total property and equipment, net | $24,541 | $26,847 | | **Total assets** | **$109,053** | **$80,104** | | **Total current liabilities** | **$44,543** | **$40,629** | | **Total Liabilities** | **$104,360** | **$96,590** | | **Total Stockholders' Equity (Deficit)** | **$4,693** | **$(16,486)** | | **Total Liabilities and Stockholders' Equity** | **$109,053** | **$80,104** | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the first six months of 2025, net cash provided by operating activities was **$26.4 million**, more than double the **$11.5 million** from the same period in 2024. Net cash used in investing activities was **$9.2 million**, primarily for BTC acquisitions. Net cash provided by financing activities was **$1.4 million**. The company ended the period with **$48.0 million** in cash and cash equivalents Consolidated Statements of Cash Flows (Unaudited, in thousands) | | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | | **Net Cash Flows Provided by Operations** | **$26,403** | **$11,475** | | **Net Cash Flows Used In Investing Activities** | **$(9,159)** | **$(3,190)** | | **Net Cash Flows Provided by Financing Activities** | **$1,436** | **$5,851** | | Net change in cash and cash equivalents | $18,566 | $14,183 | | Cash and cash equivalents - beginning of period | $29,472 | $29,759 | | **Cash and cash equivalents - end of period** | **$48,038** | **$43,942** | [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes non-GAAP measures like Adjusted EBITDA and Adjusted Gross Profit to provide clearer insights into core operational performance and profitability, with detailed reconciliations provided [Explanation of Non-GAAP Measures](index=8&type=section&id=Explanation%20of%20Non-GAAP%20Measures) Bitcoin Depot uses non-GAAP measures like Adjusted EBITDA and Adjusted Gross Profit to supplement its GAAP results. The company believes these metrics offer a better understanding of its core operational performance by excluding non-cash items, unpredictable expenses, and non-recurring costs, thus facilitating period-to-period comparisons - Adjusted EBITDA is defined as net income before interest, taxes, depreciation, amortization, non-recurring expenses, share-based compensation, and certain financing costs[26](index=26&type=chunk) - Adjusted Gross Profit is defined as revenue less cost of revenue, with depreciation and amortization added back[26](index=26&type=chunk) - Management uses these non-GAAP measures internally for operating decisions, performance evaluation, and financial planning[26](index=26&type=chunk) [Reconciliation of Net (loss) income to Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20%28loss%29%20income%20to%20Adjusted%20EBITDA) For Q2 2025, the company reconciled a net income of **$12.3 million** to an Adjusted EBITDA of **$18.5 million**. This compares to a net income of **$4.4 million** and an Adjusted EBITDA of **$12.7 million** in Q2 2024, representing a **46% increase** in Adjusted EBITDA. The Adjusted EBITDA margin improved to **10.8%** from **7.8%** Reconciliation of Net Income to Adjusted EBITDA (Unaudited, in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | (in thousands) | **2025** | **2024** | **2025** | **2024** | | **Net income** | **$12,323** | **$4,350** | **$24,499** | **$122** | | Interest expense | 4,726 | 2,880 | 7,794 | 7,824 | | Income tax expense | 1,162 | 270 | 2,614 | 132 | | Depreciation and amortization | 1,869 | 2,992 | 3,766 | 5,939 | | Unrealized loss on crypto | (2,315) | — | (1,221) | — | | Non-recurring expenses | 43 | 444 | 282 | 907 | | Share-based compensation | 704 | 1,728 | 1,072 | 2,625 | | **Adjusted EBITDA** | **$18,512** | **$12,664** | **$38,806** | **$17,549** | | **Adjusted EBITDA margin** | **10.8%** | **7.8%** | **11.5%** | **5.8%** | [Reconciliation of revenue to Adjusted Gross Profit](index=9&type=section&id=Reconciliation%20of%20revenue%20to%20Adjusted%20Gross%20Profit) The company reconciled its GAAP Gross Profit of **$30.9 million** to an Adjusted Gross Profit of **$32.7 million** for Q2 2025. This resulted in an Adjusted Gross Profit Margin of **19.0%**, up from **16.2%** in the prior-year quarter, highlighting improved profitability at the gross level when excluding depreciation Reconciliation of Revenue to Adjusted Gross Profit (Unaudited, in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | :--- | :--- | | (in thousands) | **2025** | **2024** | **2025** | **2024** | | **Revenue** | **$172,108** | **$163,066** | **$336,334** | **$301,605** | | **Gross Profit** | **$30,864** | **$23,382** | **$62,108** | **$37,753** | | Adjustments (D&A) | $1,862 | $2,976 | $3,753 | $5,857 | | **Adjusted Gross Profit** | **$32,726** | **$26,358** | **$65,861** | **$43,610** | | **Gross Profit Margin** | **17.9%** | **14.3%** | **18.5%** | **12.5%** | | **Adjusted Gross Profit Margin** | **19.0%** | **16.2%** | **19.6%** | **14.5%** | [Other Information](index=2&type=section&id=Other%20Information) This section provides details on the upcoming earnings call, an overview of Bitcoin Depot's business, and a cautionary statement regarding forward-looking information [Conference Call Information](index=2&type=section&id=Conference%20Call%20Information) Bitcoin Depot will host a conference call and webcast on August 12, 2025, at 10:00 a.m. Eastern time to discuss its second-quarter financial results. The release provides toll-free and toll numbers, a conference ID, and a webcast link for participation, along with details for a replay available until August 19, 2025 - A conference call to discuss Q2 2025 results is scheduled for Tuesday, August 12, 2025, at 10:00 a.m. ET[10](index=10&type=chunk) - Dial-in and webcast details are provided for live participation, and a replay will be available through August 19, 2025[10](index=10&type=chunk)[11](index=11&type=chunk) [About Bitcoin Depot](index=2&type=section&id=About%20Bitcoin%20Depot) Founded in 2016, Bitcoin Depot Inc. (Nasdaq: BTM) aims to connect cash-based consumers to the digital financial system. It is the largest Bitcoin ATM operator in North America, with over **8,800 kiosk locations** as of June 2025, allowing users to convert cash into Bitcoin - Bitcoin Depot's mission is to provide simple and intuitive means for converting cash into Bitcoin[12](index=12&type=chunk) - The company has the largest market share in North America with over **8,800 kiosk locations** as of June 2025[12](index=12&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section serves as a legal disclaimer, warning that statements about future plans, strategies, and financial performance are forward-looking and not guarantees of future results. These statements are based on current management beliefs and are subject to numerous risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are based on management's current beliefs and are not guarantees of future performance[13](index=13&type=chunk) - Actual results may differ due to risks such as market conditions, regulatory changes, competition, and other factors detailed in SEC filings[14](index=14&type=chunk) - The company cautions readers not to place undue reliance on these statements and undertakes no obligation to update them[15](index=15&type=chunk)

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for Q1 2025 and 2024, highlighting a significant turnaround to net income and the adoption of ASU 2023-08 for cryptocurrency valuation Consolidated Statements of Income (Loss) Highlights (Unaudited, in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Revenue** | $164,226 | $138,539 | | Income from operations | $17,798 | $699 | | **Net income (loss)** | $12,175 | $(4,228) | | Net income (loss) attributable to common stockholders | $4,193 | $(1,538) | | **Net income per share - basic and diluted** | $0.20 | $(0.25) | Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $34,962 | $29,472 | | Cryptocurrencies | $8,384 | $1,510 | | **Total Assets** | **$89,719** | **$80,104** | | Total current liabilities | $41,932 | $40,629 | | **Total Liabilities** | **$94,311** | **$96,590** | | **Total Stockholders' (Deficit) Equity** | **$(4,592)** | **$(16,486)** | Consolidated Statements of Cash Flows Highlights (Unaudited, in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash Flows Provided by Operations | $16,250 | $1,347 | | Net Cash Flows Used In Investing Activities | $(8,209) | $(558) | | Net Cash Flows (Used In) Provided by Financing Activities | $(2,547) | $11,563 | | **Net change in cash and cash equivalents** | **$5,490** | **$12,392** | - Effective January 1, 2025, the Company adopted ASU 2023-08, changing the accounting for cryptocurrencies from being recorded at cost less impairment to being measured at fair value, resulting in a cumulative-effect adjustment that increased cryptocurrencies and retained earnings by **$852,000**[65](index=65&type=chunk)[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, noting an **18.5% revenue increase** and significant profitability growth, with Adjusted EBITDA rising to **$20.3 million** Q1 2025 vs Q1 2024 Results of Operations (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $164,226 | $138,539 | $25,687 | 18.5% | | Income from operations | $17,798 | $699 | $17,099 | 2,446.2% | | Net income (loss) | $12,175 | $(4,228) | $16,403 | (388.0)% | - Revenue increased by **$25.7 million (18.5%)** in Q1 2025 compared to Q1 2024, primarily due to an increase in kiosk transaction volume and a rise in the median transaction size[266](index=266&type=chunk) - As of March 31, 2025, the company's network included approximately **8,483 BTMs** and **10,926 BDCheckout locations**, with the median kiosk transaction size increasing to **$300**[240](index=240&type=chunk)[250](index=250&type=chunk) Non-GAAP Financial Measures Reconciliation (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Adjusted Gross Profit** | **$33,135** | **$17,252** | | Adjusted Gross Profit Margin | 20.2% | 12.5% | | **Adjusted EBITDA** | **$20,293** | **$4,885** | | Adjusted EBITDA margin | 12.4% | 3.5% | [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risks, primarily from foreign currency and interest rates, remain materially unchanged from the prior fiscal year - The company's primary market risks are foreign currency exchange rates and interest rates, with no material changes to this exposure since the end of fiscal year 2024[303](index=303&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[304](index=304&type=chunk) - Material weaknesses were identified in three key areas: (i) lack of a formalized system of internal control, (ii) insufficient general IT controls over systems and service organizations, and (iii) inadequate controls to prevent potential unauthorized cryptocurrency activity[306](index=306&type=chunk) - Management is taking steps to remediate the weaknesses, including hiring qualified personnel and enhancing processes, but no material changes to internal controls were made during the quarter ended March 31, 2025[307](index=307&type=chunk)[309](index=309&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=73&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending against two significant legal actions, including a **$23.0 million** claim from Canaccord Genuity Corp. and a civil complaint from the Iowa Attorney General - Canaccord Genuity Corp. filed a claim against the Company for **$23.0 million** in damages, alleging breach of contract related to advisory services, with a mediation on April 14, 2025, not resulting in a resolution[227](index=227&type=chunk)[311](index=311&type=chunk)[313](index=313&type=chunk) - On February 26, 2025, the company was served with a civil complaint from the Attorney General of Iowa, alleging violations of the Iowa Consumer Fraud Act related to customer transactions at its ATMs, which the company rejects and is defending against[230](index=230&type=chunk)[314](index=314&type=chunk) [Risk Factors](index=73&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since the filing of its Annual Report for the year ended December 31, 2024 - No material changes have occurred in the company's risk factors since the filing of its Annual Report for the year ended December 31, 2024[316](index=316&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None [Defaults upon Senior Securities](index=73&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None [Mine Safety Disclosures](index=73&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable [Other Information](index=74&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading agreement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[320](index=320&type=chunk) [Exhibits and Financial Statement Schedules](index=75&type=section&id=Item%206.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists exhibits filed with the Form 10-Q, including Amendment No. 1 to the Credit Agreement and Sarbanes-Oxley Act certifications - The report includes several exhibits, notably Amendment No. 1 to the Credit Agreement, CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and Inline XBRL data files[321](index=321&type=chunk)

Financial Performance - Q1 2025 revenue increased by 19% year-over-year to $164.2 million, up from $138.5 million in Q1 2024[3] - Q1 2025 net income rose significantly to $12.2 million, compared to a net loss of $4.2 million in Q1 2024[5] - Adjusted gross profit for Q1 2025 increased by 92% to $33.1 million, with an adjusted gross profit margin of 20.2%, up from 12.5% in Q1 2024[6] - Adjusted EBITDA for Q1 2025 surged by 315% to $20.3 million, compared to $4.9 million in Q1 2024[7] - Revenue increased to $164,226,000 in Q1 2025, up 18.5% from $138,539,000 in Q1 2024[33] - Adjusted EBITDA for Q1 2025 was $20,293,000, representing an Adjusted EBITDA margin of 12.4%, compared to $4,885,000 and 3.5% in Q1 2024[31] - Adjusted Gross Profit for Q1 2025 was $33,135,000, with an Adjusted Gross Profit margin of 20.2%, up from $17,252,000 and 12.5% in Q1 2024[33] - The company reported a gross profit of $31,244,000 for Q1 2025, compared to $14,371,000 in Q1 2024[33] Cash Flow and Operations - Cash from operations in Q1 2025 was $16.3 million, significantly up from $1.3 million in Q1 2024[9] - As of March 31, 2025, cash, cash equivalents, and cryptocurrencies totaled $43.3 million, an increase from $31.0 million at the end of 2024[8] - Cash and cash equivalents at the end of Q1 2025 were $34,962,000, down from $42,151,000 at the end of Q1 2024[25] - The company acquired $7,824,000 in Bitcoin for investment during Q1 2025[25] Expenses and Liabilities - Total operating expenses decreased by 7% to $15.3 million in Q1 2025, down from $16.6 million in Q1 2024[4] - Total current liabilities increased to $41,932,000 as of March 31, 2025, compared to $40,629,000 at the end of 2024[23] - Total liabilities decreased slightly to $94,311,000 as of March 31, 2025, from $96,590,000 at the end of 2024[23] - The accumulated deficit decreased to $39,304,000 as of March 31, 2025, from $44,349,000 at the end of 2024[23] Market Position and Future Outlook - The company operates over 8,400 kiosk locations across 48 states, maintaining the largest market share in North America[13] - The company expects revenue growth in Q2 2025 to be in the low-to-mid-single digits percentage range compared to Q2 2024[10] - Bitcoin Depot increased its bitcoin holdings by acquiring 83 more BTC in Q1 2025, bringing the total to 94.35 BTC[8]

Financial Performance - As of December 31, 2024, the company generated approximately $573.7 million in revenue, a decrease from $689.0 million in 2023, with a net income of $7.8 million and Adjusted EBITDA of $39.7 million, representing a 15.9% Adjusted Gross Profit Margin [29]. - Revenue for the years ended December 31, 2024 and 2023 was approximately $573.7 million and $689.0 million, respectively, with gross profit of $81.5 million and $88.6 million [59]. - The company has generated positive net income and cash flow from operations every year since inception, indicating strong financial health [59]. User Engagement and Market Presence - The company completed over 3.7 million user transactions since inception, totaling approximately $2.8 billion in transaction value, with an average of 14,961 monthly active users in 2024 [29]. - The company operates approximately 8,500 kiosks across 48 U.S. states, 10 Canadian provinces, and Puerto Rico, with a market share of 25% in the U.S. and 8% in Canada as of December 31, 2024 [50][44]. - The company has installed kiosks in approximately 1,100 out of over 9,000 total Circle K locations in the U.S. and Canada, representing a significant market presence [58]. - As of December 31, 2024, BDCheckout is available at approximately 7,600 retail locations across North America, enhancing user access to Bitcoin purchases [61]. Cryptocurrency Market Dynamics - In 2024, Bitcoin was reported as the largest payment network with over $19 trillion in transaction volume, surpassing Visa and Mastercard [42]. - Bitcoin represents 99% of total transaction volume for the year ended December 31, 2024, indicating heavy reliance on this cryptocurrency [502]. Global Expansion and Deployment - The total number of BTMs deployed globally grew from approximately 1,000 to 38,000 from January 1, 2017, to December 31, 2024, representing a CAGR of approximately 46% [44]. - Approximately 90% of installed BTMs worldwide are located in the U.S. and Canada, highlighting the significant market opportunity for the company [44]. - The company has entered into a master placement agreement with EG America LLC to install BTMs in approximately 900+ locations, marking a significant expansion [66]. - Approximately 90% of BTMs worldwide are located in North America, presenting an opportunity for international expansion [58]. Compliance and Regulatory Environment - The compliance team consists of 20 individuals with over 100 years of combined experience in regulatory compliance, ensuring robust KYC processes [53]. - User bans due to compliance issues represent approximately 4% of overall transaction volumes in a given month, reflecting the company's commitment to compliance [54]. - The company operates in a complex regulatory environment across the U.S., Puerto Rico, Canada, and Australia, with a heightened focus on cryptocurrency regulation [96]. - The company has implemented a compliance program to prevent its kiosks from being used for money laundering and terrorist financing [99]. - The company is not currently supervised by any banking, securities, or commodities regulator, but closely monitors regulatory changes [96][98]. Legal and Competitive Landscape - Legal proceedings against the company include a claim for $23 million in damages related to a breach of contract with Canaccord Genuity Corp [120]. - The total transaction value in the Canaccord claim is estimated to be up to $655 million following a merger [121]. - The company faces a civil complaint from the Iowa Attorney General alleging violations of the Iowa Consumer Fraud Act [123]. - The competitive landscape is intensifying with both traditional financial institutions and fintech companies entering the cryptocurrency market [504]. Operational Challenges - Equipment costs for new kiosks may increase significantly due to inflation, supply constraints, and labor shortages [503]. - The company has successfully managed inflationary cost increases through pricing, productivity, and cost-cutting initiatives [94]. Strategic Initiatives - The company plans to pursue strategic acquisitions to enhance capabilities in areas such as cyber security and compliance, supporting growth strategies [60]. - The company has lease commitments to acquire all kiosks for a bargain purchase option at the end of the lease term, financing approximately 3,500 BTMs [86][87]. - The company has a weighted average remaining life of 1.8 years for contracts with its top 10 retail partners, which typically have an initial term of about five years [36]. Financial Partnerships - Circle K represents approximately 23% and 27% of total revenues for the years ended December 31, 2024 and 2023, respectively, highlighting the importance of this partnership [78]. - As of December 31, 2024, the average daily USD balance held in fiat wallets on the Gemini exchange was approximately $0.5 million [83].

Revenue Performance - Q4 2024 revenue was $136.8 million, down 7.5% from $148.4 million in Q4 2023[1][4] - Full year 2024 revenue was $573.7 million, down from $689.0 million in 2023, primarily due to unfavorable legislation in California[1][8] - Total revenue for the year ended December 31, 2024, was $573,703,000, a decrease of 16.7% compared to $688,967,000 in 2023[37] - For the three months ended December 31, 2024, revenue was $136,827,000, a decrease of 7.8% from $148,406,000 in the same period of 2023[37] Profitability - Q4 2024 net income increased significantly to $5.4 million, compared to a net loss of $1.7 million in Q4 2023, marking a turnaround[1][5] - Full year 2024 net income increased by 432% to $7.8 million compared to $1.5 million in 2023[1][9] - Net income for the year ended December 31, 2024, was $7.8 million, compared to a net income of $1.5 million in 2023, representing a significant improvement[26] - The company reported a loss attributable to Bitcoin Depot Inc. of $11.7 million for the year ended December 31, 2024, compared to a loss of $26.1 million in 2023[26] Operating Expenses - Q4 2024 operating expenses decreased by 16% to $15.0 million compared to $17.8 million in Q4 2023[1][5] - Operating expenses for the year ended December 31, 2024, totaled $67.2 million, a slight decrease from $70.6 million in 2023[26] Adjusted Metrics - Adjusted gross profit for Q4 2024 rose 18% to $25.4 million, with an adjusted gross profit margin of 18.6%, up from 14.5% in Q4 2023[1][6] - Adjusted EBITDA for Q4 2024 increased by 34% to $12.0 million compared to $9.0 million in Q4 2023[1][7] - Adjusted EBITDA for the year ended December 31, 2024, was $38.7 million, down from $56.3 million in 2023, with an Adjusted EBITDA margin of 6.8%[33] - Adjusted gross profit for the year ended December 31, 2024, was $91,440,000, with an adjusted gross profit margin of 15.9%, up from 14.7% in 2023[37] - Adjusted gross profit for the three months ended December 31, 2024, was $25,412,000, with an adjusted gross profit margin of 19%, up from 15% in the same quarter of 2023[37] Future Projections - The company anticipates Q1 2025 revenues between $151 million and $154 million, representing growth of 9% to 11% compared to Q1 2024[1][13] - Projected adjusted EBITDA for Q1 2025 is expected to be between $12 million and $14 million, indicating growth of over 200% compared to Q1 2024[1][13] Financial Position - Total liabilities increased to $96.6 million as of December 31, 2024, from $65.0 million in 2023, reflecting a rise of 48.0%[24] - The accumulated deficit grew to $44.3 million in 2024, compared to $32.7 million in 2023, indicating a worsening financial position[24] - Cash and cash equivalents at the end of 2024 were not disclosed, but the increase in liabilities suggests potential liquidity concerns[24] Strategic Focus - The company plans to focus on strategic initiatives to improve profitability and reduce costs in the upcoming year[27] - Future projections for revenue growth and market expansion were not explicitly detailed, but management emphasized the importance of operational efficiency[28] Bitcoin Holdings - Bitcoin Depot has increased its Bitcoin treasury holdings to 94 BTC, reflecting confidence in Bitcoin as a financial asset[1][3]

Business Operations - As of September 30, 2024, Bitcoin Depot operates approximately 8,304 Bitcoin ATMs (BTMs) across North America, maintaining a leading position in the cash-to-Bitcoin BTM market [264]. - Bitcoin Depot has installed its BTMs in approximately 1,200 Circle K stores, making it the exclusive provider for this convenience store chain in the U.S. and Canada [266]. - The number of BDCheckout locations increased to 7,723 as of September 30, 2024, reflecting growth in the company's service offerings [277]. - The company activated approximately 1,000 additional kiosks in the second quarter of 2024, following the reinstallation of kiosks during the optimization plan [295]. - The company currently supports Bitcoin sales at only 34 kiosks, representing less than 1.0% of total kiosks, with no plans for expansion in this area [287]. Financial Performance - Revenue for the nine months ended September 30, 2024, was $436.9 million, a decline of 15.2% compared to $540.6 million for the same period in 2023, despite Bitcoin's market price increasing by 127% [267]. - Revenue decreased by $103.7 million, or 19.2%, for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to decreases in kiosk transaction revenue and regulatory changes in California [309]. - Revenue for the three months ended September 30, 2024, was $135.3 million, a decrease of 24.6% compared to $179.5 million for the same period in 2023 [336]. - Adjusted Gross Profit for the nine months ended September 30, 2024, was $66.0 million, down 16.9% from $79.5 million in the same period of 2023 [336]. - The Adjusted EBITDA for the three months ended September 30, 2024, was $9.2 million, with an Adjusted EBITDA margin of 6.8% [339]. User Engagement - The median kiosk transaction size increased to $250 for the three months ended September 30, 2024, up from $230 in the previous quarter [277]. - The number of returning user transactions averaged 7.3 for the twelve months following their initial transaction as of September 30, 2024, indicating user retention [279]. - Approximately 99.9% of the company's total transaction volume was attributable to transactions in Bitcoin, which accounted for 100% of transaction volumes as of the reporting date [331]. Revenue and Cost Trends - Kiosk transaction revenue decreased by $43.8 million, or 24.5%, for the three months ended September 30, 2024, attributed to a decrease in the number of users and transaction volume [297]. - Cost of revenue (excluding depreciation and amortization) decreased by $39.7 million, or 26.0%, for the three months ended September 30, 2024, due to a decrease in transactions and regulatory changes in California [300]. - Cryptocurrency expenses decreased by $41.3 million, or 29.7%, for the three months ended September 30, 2024, primarily due to lower transaction volume [302]. - Selling, general and administrative expenses decreased by $1.5 million, or 9.5%, for the three months ended September 30, 2024, driven by lower professional fees [306]. - Operating expenses increased by $0.8 million, or 1.9%, for the nine months ended September 30, 2024, primarily due to higher payroll costs from an increase in headcount [324]. Regulatory Impact - Regulatory changes in California, effective January 1, 2024, impose a daily limit of $1,000 on transactions at crypto kiosks, which may negatively impact revenue in that state [274]. Cash and Debt Management - The company held approximately $0.7 million of Bitcoin as part of its treasury strategy as of September 30, 2024 [270]. - As of September 30, 2024, the company had negative working capital of approximately $(4.3) million, with cash and cash equivalents of approximately $41.4 million [329]. - The company refinanced $20.8 million of its credit agreement with an annual interest rate of 17%, requiring monthly interest payments and fixed principal payments every six months [342]. - The company entered into an amendment to its credit agreement on March 26, 2024, providing an additional $15.7 million in principal financing, increasing the total term loan facility to $35.6 million [344]. Net Income and Loss - Net income attributable to Bitcoin Depot Inc. was a loss of $5.0 million for the nine months ended September 30, 2024, compared to a loss of $17.8 million in the same period in 2023, reflecting a decrease of 71.7% [308]. - For the nine months ended September 30, 2024, Bitcoin Depot Inc. reported a net loss of approximately $2.4 million, with losses allocated from BT HoldCo [328]. Market Risks and Accounting Changes - The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates, managed through normal operating and financing activities [364]. - The Company adopted ASU 2021-08 effective January 1, 2023, with no impact on the consolidated financial statements [357]. - The Company is still assessing the impacts of ASU 2023-06 and ASU 2023-09 on its consolidated financial statements [361][362].

Revenue Performance - Revenue for Q3 2024 was $135.3 million, a decrease of 25% from $179.5 million in Q3 2023, primarily due to unfavorable legislation in California and the relocation of underperforming kiosks[4] - Revenue for the three months ended September 30, 2024, was $135,271 thousand, a decrease of 24.6% compared to $179,483 thousand for the same period in 2023[23] Operating Expenses - Total operating expenses decreased by 13% to $16.9 million in Q3 2024, compared to $19.5 million in Q3 2023, attributed to non-recurring costs from going public in 2023[5] - Total operating expenses for the three months ended September 30, 2024, were $16,939 thousand, a decrease of 13.1% from $19,502 thousand in the same period of 2023[23] Net Income and Loss - Net income for Q3 2024 increased by 116% to $2.3 million, up from $1.1 million in Q3 2023, driven by lower operating expenses[5] - Net income for the three months ended September 30, 2024, was $2,299 thousand, compared to $1,065 thousand for the same period in 2023, representing a 116.1% increase[23] - The net loss attributable to Bitcoin Depot Inc. for the three months ended September 30, 2024, was $(939) thousand, compared to a net loss of $(7,098) thousand for the same period in 2023[23] - The company reported a comprehensive loss attributable to Bitcoin Depot Inc. of $(945) thousand for the three months ended September 30, 2024, compared to $(7,098) thousand for the same period in 2023[23] Adjusted Metrics - Adjusted gross profit for Q3 2024 was $22.4 million, down 17% from $26.9 million in Q3 2023, while adjusted gross profit margin improved to 16.6% from 15.0%[6] - Adjusted Gross Profit for the three months ended September 30, 2024, was $22,418 thousand, down from $26,938 thousand in the same period of 2023, resulting in an Adjusted Gross Profit margin of 16.6%[33] - Adjusted EBITDA decreased by 34% to $9.2 million in Q3 2024, compared to $13.9 million in Q3 2023, due to lower revenue[7] - Adjusted EBITDA for the three months ended September 30, 2024, was $9,182 thousand, with an Adjusted EBITDA margin of 6.8%, compared to $13,948 thousand and 7.8% for the same period in 2023[29] Cash and Assets - Cash and cash equivalents were $32.2 million at the end of Q3 2024, with cash flows from operations generating $5.8 million in Q3 2024, down from $7.0 million in Q3 2023[8] - Total assets increased to $87.4 million as of September 30, 2024, compared to $77.4 million at the end of 2023[18] - Total liabilities rose to $95.3 million as of September 30, 2024, up from $68.0 million at the end of 2023[20] Business Expansion and Strategy - The company ended Q3 2024 with 8,300 Bitcoin ATMs, exceeding its expansion goals and enhancing Bitcoin's accessibility[2] - The company plans to initiate cash dividends to common shareholders in 2025 as part of its strategy to create shareholder value[3] Other Expenses - The total other expense for the three months ended September 30, 2024, was $(2,833) thousand, a decrease from $(6,034) thousand in the same period of 2023[23] - The company recognized a non-cash expense of $2.7 million related to the PIPE transaction for the three months ended September 30, 2023[29] - The cost of revenue (excluding depreciation and amortization) for the three months ended September 30, 2024, was $112,853 thousand, down 26.0% from $152,545 thousand in the same period of 2023[33]