Mogo(MOGO)

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Mogo (MOGO) Conference Transcript
2025-08-19 18:30
Summary of Mogo Conference Call - August 19, 2025 Company Overview - **Company**: Mogo (Ticker: MOGO) - **Industry**: Fintech, focusing on wealth management and cryptocurrency Key Financial Highlights - **Q2 Results**: - Positive net income of CAD 13.5 million [3] - Wealth revenue increased by 48% year-over-year [3] - Payments revenue grew by 23% [3] - Adjusted EBITDA margin of 11% [3] - Book value of CAD 81.6 million, approximately CAD 3.41 per share [3] - Cash and securities investments exceeding CAD 50 million [3] Strategic Focus - **Unique Positioning**: Mogo aims to combine high-growth fintech with a Bitcoin treasury strategy, targeting a 50/50 balance between wealth management and Bitcoin investments [3][11] - **Bitcoin Treasury Program**: - Launched in 2020, Mogo was one of the first public companies to adopt Bitcoin on its balance sheet [4] - Recent monetization of investment in WonderFi, a crypto exchange, with proceeds of nearly CAD 30 million expected from its acquisition by Robinhood [4] - **Intelligent Investing Platform**: - Subscription-based model designed to promote long-term wealth building through disciplined investment behavior [5] - Focus on attracting retail investors who have previously lost money in speculative trading [5][16] Regulatory and Market Opportunities - **Crypto Trading Approval**: Mogo is pursuing full regulatory approval for crypto trading, potentially becoming the second company in Canada to offer both crypto and equities trading [6][7] - **Payments Business**: - Carta Worldwide, focused on Europe, is experiencing organic growth of 15% in volume and over 20% in revenue [8] - Migration to Oracle Cloud to enhance scalability and cost efficiency [8] Market Trends and Consumer Behavior - **Wealth Management**: - Targeting the younger generation, with CAD 3 trillion in assets currently in underperforming mutual funds in Canada [14] - Emphasis on long-term investment strategies over speculative trading [15] - **Consumer Shift**: - Increasing disillusionment among retail investors with speculative platforms, leading to a search for more stable investment options [15][16] Financial Health and Future Outlook - **Balance Sheet Strength**: - Strong cash position with CAD 50 million in cash and investments, primarily from the WonderFi stake [10] - Ongoing stock buybacks due to perceived undervaluation [10] - **Investment Strategy**: - Mogo's investments will be benchmarked against Bitcoin returns, reinforcing a disciplined investment approach [11] Conclusion - Mogo is positioned to capitalize on the growing demand for integrated wealth management and cryptocurrency services, with a strong focus on regulatory compliance and consumer education. The company's dual compounding strategy aims to leverage both fintech growth and Bitcoin investments to drive long-term value for shareholders.
Mogo(MOGO) - 2025 Q2 - Earnings Call Transcript
2025-08-07 20:00
Financial Data and Key Metrics Changes - The company reported a net income of $13.5 million, with revenue growing by 48% year over year and payments up by 23% [4][19] - Adjusted EBITDA margin expanded to 11.4%, and the company was cash flow positive [4][21] - Book value increased to $81.6 million, or $3.41 per share, with cash and marketable securities totaling over $50 million [4][22] Business Line Data and Key Metrics Changes - Wealth AUM reached $462 million, up 18% year over year, with wealth revenue increasing by 48% [8][19] - The payments business processed $2.8 billion in volume, flat year over year, but core European business grew by 15% when excluding Canadian operations [17][19] Market Data and Key Metrics Changes - The company is focusing on the European market for payments, where it has seen significant growth [17] - The exit from the Canadian market was strategically aligned with focusing on higher growth opportunities in Europe [17] Company Strategy and Development Direction - The company is building a unified AI-native platform for long-term investors, emphasizing behavioral discipline over trading activity [9][10] - A dual compounding strategy is being implemented, integrating Bitcoin into the product stack across wealth, lending, and payments [5][26] - The company aims to become one of only two regulated platforms in Canada to offer both crypto and equities [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth potential of the business, citing strong unit economics and a robust balance sheet [22][23] - The company is strategically positioned in a market with long-term tailwinds and believes the market cap will close as it continues to execute its strategy [22][23] Other Important Information - The company has expanded its Bitcoin treasury strategy, deploying $1 million into a Bitcoin ETF and planning further investments [6][24] - The company is exploring partnerships to execute its crypto strategy while navigating the regulatory process [35][36] Q&A Session Summary Question: How does the company prioritize Bitcoin accumulation versus reinvestment in business verticals? - Management stated that they plan to do both, using Bitcoin as a hurdle rate for investments in core business [31][32] Question: What is the company's appetite for potential M&A to accelerate growth? - Management is open to strategic M&A opportunities but emphasizes that any acquisition must meet their hurdle rate for returns [33][34] Question: What is the timeline for the crypto trading initiative and required investments? - The regulatory process is expected to take a minimum of six months, with some investment needed but not considered massive due to existing infrastructure [35][36] Question: How does the company view the lending business moving forward? - Management sees lending as a profitable cash flow-generating business that will support growth in wealth and payments, but it is not the primary focus [39][40]
Take the Zacks Approach to Beat the Markets: Amarin, Mogo, 3M in Focus
ZACKS· 2025-07-14 14:11
Market Overview - The three major U.S. stock indexes closed lower last week, with the Dow Jones Industrial Average down 1%, the S&P 500 down 0.3%, and the Nasdaq Composite down 0.1% [1] - The market pullback was influenced by renewed U.S. tariff threats, particularly higher levies on Canada and the European Union, raising concerns about economic growth and inflation [2] Earnings Performance - Despite tariff concerns, many investors focused on strong earnings reports from airlines and consumer stocks, indicating a resilient economy [2] - The second-quarter earnings season is critical for assessing the impact of tariffs on corporate profits [3] Zacks Research Performance - Mogo Inc. shares surged 81.8% since being upgraded to Zacks Rank 2 (Buy) on May 8, significantly outperforming the S&P 500's 11.1% increase [4] - ATI Inc. also saw a 32.6% return since its upgrade to Zacks Rank 2 on May 6, compared to the S&P 500's 10.7% increase [5] - A hypothetical portfolio of Zacks Rank 1 (Strong Buy) stocks returned +6.51% in May 2025, outperforming the S&P 500's +4.47% [5] Zacks Recommendations - Amarin Corporation and European Wax Center shares increased by 62.6% and 49.9%, respectively, after being upgraded to Outperform on May 12, against the S&P 500's 10.5% rise [8] - The Zacks Focus List portfolio returned 8.84% in 2025 (through June 30) compared to the S&P 500's +6.21% [12] Portfolio Performance - The Zacks Earnings Certain Admiral Portfolio (ECAP) returned +3.20% in Q1 2025, outperforming the S&P 500's -4.30% decline [16] - The Zacks Earnings Certain Dividend Portfolio (ECDP) returned +5.74% in Q1 2025, compared to the S&P 500's -2.41% [20] - The Zacks Top 10 Stocks portfolio delivered +11.8% year-to-date through June 2025, outperforming the S&P 500's +6.2% [22] Long-term Performance - Since 2004, the Zacks Focus List portfolio has produced an annualized return of +11.60%, compared to +10.22% for the S&P 500 [15] - The Top 10 portfolio has generated a cumulative return of +2,246.8% since 2012, significantly outperforming the S&P 500's +502.3% [24]
Mogo Inc (MOGO) is a Great Momentum Stock: Should You Buy?
ZACKS· 2025-07-11 17:01
Company Overview - Mogo Inc (MOGO) currently has a Momentum Style Score of B, indicating a positive momentum outlook [3] - The company has a Zacks Rank of 2 (Buy), suggesting strong potential for outperformance in the market [4] Performance Metrics - MOGO shares have increased by 78.86% over the past week, significantly outperforming the Zacks Technology Services industry, which rose by 2.56% during the same period [6] - Over the past quarter, MOGO's shares have risen by 153.12%, and they are up 23.78% over the last year, compared to the S&P 500's increases of 19.67% and 12.87%, respectively [7] - The average 20-day trading volume for MOGO is 14,486,363 shares, indicating strong trading activity [8] Earnings Outlook - In the last two months, one earnings estimate for MOGO has been revised upward, while there were no downward revisions, leading to an increase in the consensus estimate from -$0.23 to -$0.21 [10] - For the next fiscal year, one estimate has also moved upwards with no downward revisions noted [10] Conclusion - Given the strong performance metrics and positive earnings outlook, MOGO is positioned as a promising investment opportunity with a Momentum Score of B [12]
Mogo (MOGO) Is Attractively Priced Despite Fast-paced Momentum
ZACKS· 2025-07-10 13:50
Core Viewpoint - Momentum investing focuses on "buying high and selling higher" rather than traditional strategies of "buying low and selling high" [1] Group 1: Momentum Investing Strategy - Momentum investors often face challenges in determining the right entry point for fast-moving stocks, which can lead to limited upside or downside risks [2] - A safer approach involves investing in bargain stocks that exhibit recent price momentum, utilizing tools like the Zacks Momentum Style Score to identify such opportunities [3] Group 2: Mogo Inc (MOGO) Analysis - Mogo Inc (MOGO) has shown significant recent price momentum, with a four-week price change of 48.4%, indicating growing investor interest [4] - Over the past 12 weeks, MOGO's stock has gained 136.1%, demonstrating its ability to deliver positive returns over a longer timeframe [5] - MOGO has a high beta of 3.57, suggesting it moves 257% higher than the market in either direction, indicating fast-paced momentum [5] - The stock has a Momentum Score of A, suggesting it is an opportune time to invest [6] - MOGO has received a Zacks Rank 2 (Buy) due to upward trends in earnings estimate revisions, which typically attract more investors [7] - The stock is currently trading at a Price-to-Sales ratio of 0.90, indicating it is reasonably valued at 90 cents for each dollar of sales [7] Group 3: Additional Investment Opportunities - Besides MOGO, there are other stocks that meet the criteria of the 'Fast-Paced Momentum at a Bargain' screen, presenting further investment opportunities [8] - Investors can explore over 45 Zacks Premium Screens tailored to different investing styles to identify potential winning stocks [9]
Mogo (MOGO) Shows Fast-paced Momentum But Is Still a Bargain Stock
ZACKS· 2025-06-06 13:51
Core Viewpoint - Momentum investing focuses on "buying high and selling higher," contrasting with traditional strategies of "buying low and selling high" [1] Group 1: Momentum Investing Strategy - Momentum investing can be risky as stocks may lose momentum if future growth does not justify high valuations [1] - Identifying the right entry point for fast-moving stocks is challenging, and traditional momentum parameters may not always be reliable [1] Group 2: Bargain Stocks and Screening - Investing in bargain stocks with recent price momentum may be safer, and the Zacks Momentum Style Score is useful for identifying such stocks [2] - The 'Fast-Paced Momentum at a Bargain' screen helps in spotting fast-moving stocks that are still attractively priced [2] Group 3: Mogo Inc (MOGO) Performance - Mogo Inc (MOGO) has shown a price increase of 22.1% over the past four weeks, indicating growing investor interest [3] - Over the past 12 weeks, MOGO's stock gained 45.3%, demonstrating its ability to deliver positive returns over a longer timeframe [4] - MOGO has a high beta of 3.65, suggesting it moves 265% higher than the market in either direction [4] Group 4: Valuation and Earnings Estimates - MOGO has a Momentum Score of A, indicating a favorable time to invest based on momentum [5] - The stock has a Zacks Rank 2 (Buy) due to upward trends in earnings estimate revisions, which attract more investors [6] - MOGO is trading at a Price-to-Sales ratio of 0.63, indicating it is relatively cheap at 63 cents for each dollar of sales [6] Group 5: Additional Investment Opportunities - MOGO has potential for further growth, and there are other stocks that meet the 'Fast-Paced Momentum at a Bargain' criteria [7] - Zacks offers over 45 Premium Screens to help investors find winning stock picks based on their investing style [8]
Here Is Why Bargain Hunters Would Love Fast-paced Mover Mogo (MOGO)
ZACKS· 2025-05-21 13:50
Core Viewpoint - Momentum investing focuses on "buying high and selling higher," contrasting with traditional strategies of "buying low and selling high" [1] Group 1: Momentum Investing Strategy - Investors following momentum investing avoid cheap stocks and instead focus on fast-moving stocks [1] - Identifying the right entry point for trending stocks can be challenging, as they may lose momentum if future growth does not justify their high valuations [1] Group 2: Bargain Stocks with Momentum - Investing in bargain stocks that have recently shown price momentum may be a safer strategy [2] - The Zacks Momentum Style Score is useful for identifying strong momentum stocks, while the 'Fast-Paced Momentum at a Bargain' screen helps find attractively priced fast-moving stocks [2] Group 3: Mogo Inc (MOGO) Analysis - Mogo Inc (MOGO) has seen a price increase of 51.2% over the past four weeks, indicating growing investor interest [3] - The stock gained 25% over the past 12 weeks, demonstrating its ability to deliver positive returns over a longer timeframe [4] - MOGO has a high beta of 3.47, suggesting it moves 247% higher than the market in either direction [4] Group 4: Valuation and Earnings Estimates - MOGO has a Momentum Score of B, indicating a favorable time to invest [5] - The stock has a Zacks Rank 2 (Buy) due to upward revisions in earnings estimates, which attract more investors [6] - MOGO is trading at a Price-to-Sales ratio of 0.63, meaning investors pay 63 cents for each dollar of sales, indicating a reasonable valuation [6] Group 5: Additional Investment Opportunities - Besides MOGO, there are other stocks that meet the criteria of the 'Fast-Paced Momentum at a Bargain' screen [7] - Investors can explore over 45 Zacks Premium Screens tailored to different investing styles [8]
Mogo Inc (MOGO) Reports Q1 Loss, Tops Revenue Estimates
ZACKS· 2025-05-08 15:01
Financial Performance - Mogo Inc reported a quarterly loss of $0.04 per share, better than the Zacks Consensus Estimate of a loss of $0.07, and an improvement from a loss of $0.12 per share a year ago, representing an earnings surprise of 42.86% [1] - The company posted revenues of $12.07 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 3.97%, although this is a decline from year-ago revenues of $13.3 million [2] - Over the last four quarters, Mogo has surpassed consensus EPS estimates four times and topped consensus revenue estimates three times [2] Stock Performance and Outlook - Mogo shares have declined approximately 19.1% since the beginning of the year, compared to a decline of 4.3% for the S&P 500 [3] - The current consensus EPS estimate for the upcoming quarter is -$0.06 on revenues of $11.22 million, and for the current fiscal year, it is -$0.24 on revenues of $45.87 million [7] Industry Context - The Technology Services industry, to which Mogo belongs, is currently ranked in the top 27% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, suggesting that Mogo's stock may outperform the market based on current estimates [5][6]
Mogo(MOGO) - 2025 Q1 - Quarterly Report
2025-05-08 11:00
Exhibit 99.1 | Page | | | --- | --- | | Interim Condensed Consolidated Statements of Financial Position as at March 31, 2025 and December 31, 2024 | F-2 | | Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three ended March 31, | F-3 | | 2025 and 2024 | | | Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the three months ended March 31, 2025 and | F-4 | | 2024 | | | Interim Condensed Consolidated Statements of Cash Flows for the thr ...
Mogo(MOGO) - 2024 Q4 - Annual Report
2025-04-29 20:30
[Part I](index=8&type=section&id=PART%20I) [Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces principal economic, operational, regulatory, and strategic risks that could materially affect its business and financial condition [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) Key risks include loan defaults from economic conditions, model inaccuracies, a history of losses, and evolving regulations - Worsening economic conditions could increase loan default rates, harming operating results; as of December 31, 2024, loans to members constituted approximately **31% of the company's assets**[36](index=36&type=chunk) - The company has a history of losses, with an accumulated deficit of approximately **$346 million** as of December 31, 2024, despite having shareholder equity of about $81 million[43](index=43&type=chunk) - The business is subject to extensive and evolving regulations, including the Canadian government's reduction of the criminal interest rate to **35% APR** effective January 1, 2025[57](index=57&type=chunk)[59](index=59&type=chunk) - The company's investment in WonderFi (an approximate **13% stake**) exposes it to risks within the volatile cryptocurrency sector[61](index=61&type=chunk)[83](index=83&type=chunk) - The company's increasing reliance on Artificial Intelligence (AI) introduces operational, regulatory, and reputational risks[140](index=140&type=chunk)[141](index=141&type=chunk) [Information on the Company](index=34&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company's history, business segments, organizational structure, and properties are detailed [History and Development of the Company](index=34&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The current entity was formed via a reverse acquisition in 2019, with minimal capital expenditures since - On June 21, 2019, the company completed a plan of arrangement with Mogo Finance Technology Inc, which was accounted for as a **reverse acquisition**[17](index=17&type=chunk)[148](index=148&type=chunk)[151](index=151&type=chunk) - The company's common shares were consolidated on a **three-for-one basis** on August 10, 2023[150](index=150&type=chunk) [Business Overview](index=35&type=section&id=B.%20Business%20Overview) The company operates in Wealth, Payments, and Lending, supported by a significant investment portfolio - Mogo operates across three core business lines: **Wealth (Intelligent Investing), Payments (Carta Worldwide), and Lending (MogoMoney)**[155](index=155&type=chunk) - The payments subsidiary, Carta, processed over **$11 billion** in transaction volume in 2024 and operates primarily in Europe[157](index=157&type=chunk) - As of December 31, 2024, Mogo's investment portfolio was valued at approximately **$38 million**, which includes an approximate **13% stake in WonderFi** valued at $25.7 million[167](index=167&type=chunk)[168](index=168&type=chunk) - In February 2025, Mogo extended its credit facility with Fortress Investment Group to January 2029 and **reduced the interest rate by 100 basis points** to SOFR plus 7%[169](index=169&type=chunk) Revenue by Geographic Market | ($000s) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Subscription and services revenue:** | | | | | Canada | 35,216 | 32,668 | 35,112 | | Europe | 7,892 | 6,117 | 6,531 | | Other | – | – | 98 | | **Interest revenue:** | | | | | Canada | 28,098 | 26,436 | 27,208 | | **Total revenue** | **71,206** | **65,221** | **68,949** | [Organizational Structure](index=50&type=section&id=C.%20Organizational%20Structure) The company operates through wholly-owned subsidiaries with an authorized capital of unlimited common and preferred shares Significant Subsidiaries (as of Dec 31, 2024) | Name of Entity | Place of Incorporation | Ownership Interest | | :--- | :--- | :--- | | Mogo Finance Technology Inc. | British Columbia | 100% | | Mogo Financial Inc | Manitoba | 100% | | MogoTrade Inc. | Canada | 100% | | Mogo Asset Management Inc. | Canada | 100% | | Moka Financial Technologies Inc | Canada | 100% | | Carta Solutions Holding Corp. | Canada | 100% | | Carta Financial Services Ltd | United Kingdom | 100% | - As of December 31, 2024, the company had **24,472,377 common shares** and no preferred shares issued and outstanding[222](index=222&type=chunk) [Property, Plants and Equipment](index=50&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) Operating on a remote-first basis, the company leases administrative properties and plans to reduce its physical footprint - The company is **remote-first** for its North American and European operations and does not own any real property[227](index=227&type=chunk) - Mogo plans to **not renew leases** in Winnipeg, PEI, and Cyprus, reflecting a shift to remote work and cloud solutions for data storage[228](index=228&type=chunk) [Operating and Financial Review and Prospects](index=54&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's financial performance shows revenue growth and an improved net loss, driven by subscription and services [Operating Results](index=54&type=section&id=A.%20Operating%20Results) Revenue grew 9% to $71.2 million and net loss improved by 24%, though Adjusted EBITDA declined Key Performance Indicators (Year Ended) | ($000s, except percentages) | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | Change % | | :--- | :--- | :--- | :--- | | **Revenue** | **$71,206** | **$65,221** | **9%** | | Subscription and services revenue | 43,108 | 38,785 | 11% | | Wealth revenue | 10,670 | 9,203 | 16% | | Payments revenue | 8,634 | 7,166 | 20% | | **Net (loss)** | **(13,680)** | **(17,887)** | **(24)%** | | **Adjusted EBITDA** | **6,649** | **7,669** | **(13)%** | | **Adjusted net loss** | **(4,064)** | **(2,872)** | **42%** | - Total Mogo members grew by **4% to 2,194,000** as of December 31, 2024, from 2,110,000 a year earlier[238](index=238&type=chunk) - Cost of revenue for FY2024 increased to **$24.5 million (34% of revenue)** from $18.6 million (28% of revenue) in FY2023, primarily due to a **39% increase** in the provision for loan losses[276](index=276&type=chunk) - For FY2024, total other expenses decreased to **$3.6 million** from $8.3 million in FY2023, mainly because a prior year loss from its Coinsquare investment did not recur[300](index=300&type=chunk) [Liquidity and Capital Resources](index=70&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company manages liquidity through cash flow monitoring, supported by a credit facility, debentures, and an investment portfolio Cash Flow Summary (Year Ended) | ($000s) | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | | :--- | :--- | :--- | | Cash provided by (used in) operating activities | (1,271) | (9,167) | | Cash used in investing activities | (2,794) | (3,086) | | Cash (used in) provided by financing activities | (3,517) | (861) | | **Net decrease in cash for the period** | **(7,603)** | **(13,135)** | - As of December 31, 2024, the company had approximately **$49 million outstanding** on its Credit Facility and **$35 million** in outstanding debentures[80](index=80&type=chunk) - Subsequent to year-end, in February 2025, the company amended its credit facility, extending the maturity to **January 2029** and reducing the interest rate to 7% plus SOFR[315](index=315&type=chunk)[338](index=338&type=chunk) - The allowance for loan losses as a percentage of gross loans receivable increased to **19.4%** as at Dec 31, 2024, from 16.9% at the end of 2023[334](index=334&type=chunk) [Research and Development, Patents and Licenses, etc.](index=77&type=section&id=C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20etc.) Investment in capitalized software development has decreased significantly over the past three years Investment in Intangible Assets | ($000s) | Dec 31, 2024 | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Investment in intangible assets | 3,175 | 3,206 | 7,482 | [Critical Accounting Estimates](index=77&type=section&id=E.%20Critical%20Accounting%20Estimates) Significant management judgment is required for loan loss provisions, fair value of investments, and goodwill valuation - Key areas requiring significant management estimates include: **provision for loan losses, fair value of privately held investments, valuation of goodwill, and impairment testing of intangible assets**[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk) [Directors, Senior Management and Employees](index=80&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership, compensation, board structure, and employee base are outlined, showing a reduction in headcount [Directors and Senior Management](index=80&type=section&id=A.%20Directors%20and%20Senior%20Management) The leadership team and board members collectively own approximately 8% of the company's common shares - Key leadership includes **David Feller (Chairman & CEO), Gregory Feller (President, CFO & Director), and Justin Carter (COO)**[358](index=358&type=chunk) - As of December 31, 2024, directors and executive officers collectively owned approximately **8%** of the Company's outstanding Common Shares[368](index=368&type=chunk) [Compensation](index=83&type=section&id=B.%20Compensation) Executive compensation combines salary, bonuses, and equity incentives, guided by the Corporate Governance, Compensation and Nominating Committee Executive Compensation for Fiscal Year 2024 | Name and Principal Position | Salary | Option-based Awards | All Other Compensation | Total Compensation | | :--- | :--- | :--- | :--- | :--- | | David Feller, CEO | $417,819.28 | $40,615.55 | $4,428.14 | $462,862.97 | | Gregory Feller, President & CFO | $530,525.03 | $40,615.55 | $83,538.85 | $654,679.43 | | Justin Carter, COO | $223,417.57 | - | $4,428.14 | $227,845.71 | - Non-executive directors receive an annual retainer of **$35,000**, with an additional **$30,000** for chairing a committee[392](index=392&type=chunk) - Upon termination without cause, David and Gregory Feller are entitled to **24 months' pay** in lieu of notice, while Justin Carter is entitled to one month plus an additional month per year of service, up to a maximum of 18 months[396](index=396&type=chunk) [Board Practices](index=86&type=section&id=C.%20Board%20Practices) The Board operates with three primary committees, with the Audit and CGCNC composed of independent directors - The Board has three primary committees: **Audit Committee, Corporate Governance, Compensation and Nominating Committee (CGCNC), and Investment Committee**[401](index=401&type=chunk)[409](index=409&type=chunk) - The Audit Committee consists of three independent directors: **Christopher Payne (Chair), Kees Van Winters, and Kristin McAlister**[402](index=402&type=chunk) [Employees](index=88&type=section&id=D.%20Employees) The company's workforce has been significantly reduced over the past two years to 174 full-time employees Employee Headcount by Function | | As of Dec 31, 2022 | As of Dec 31, 2023 | As of Dec 31, 2024 | | :--- | :--- | :--- | :--- | | General & Administrative | 65 | 44 | 42 | | Customer Service & Operations | 131 | 105 | 85 | | Technology | 65 | 55 | 47 | | **TOTAL** | **261** | **204** | **174** | [Major Shareholders and Related Party Transactions](index=91&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Two shareholders own over 5% of common shares, and related party transactions include insider-held debentures Principal Shareholders (>5%) as of Feb 25, 2025 | Principal Shareholder | Shares Beneficially Owned | % | | :--- | :--- | :--- | | Michael Wekerle | 1,837,282 | 7.5 | | Tidal Investments, LLC | 1,330,643 | 5.4 | - Related party transactions in 2024 included **$0.1 million** in debentures held by related parties and **$88,000** in sponsorship expenses paid to a company owned by a director[422](index=422&type=chunk)[423](index=423&type=chunk) [Financial Information](index=94&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) The company has no material litigation and does not intend to pay dividends, reinvesting earnings for growth - The company **does not intend to pay dividends** on its common shares in the foreseeable future, planning instead to reinvest earnings to finance growth[430](index=430&type=chunk) - The company believes that none of its current litigation is **material** to its consolidated financial condition or results of operations[427](index=427&type=chunk) [The Offer and Listing](index=95&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's common shares are dual-listed on the Toronto Stock Exchange (TSX) and NASDAQ under the symbol 'MOGO' - The company's common shares are listed on the **TSX** (since June 25, 2015) and **NASDAQ** (since April 18, 2018) under the symbol 'MOGO'[434](index=434&type=chunk)[435](index=435&type=chunk) [Additional Information](index=96&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) Details on material contracts, exchange controls, and tax implications for non-Canadian and U.S. shareholders are provided - The company's material contracts primarily relate to its **revolving credit facility** and associated subordination agreements with DB FSLF 50 LLC[455](index=455&type=chunk) - Canada has **no system of exchange controls**, and there are no Canadian restrictions on the repatriation of capital or earnings to non-resident investors[457](index=457&type=chunk) - For U.S. Holders, the company **does not expect to be treated as a Passive Foreign Investment Company (PFIC)** for the current taxable year, but this is a factual determination made annually[130](index=130&type=chunk)[480](index=480&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=109&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to interest rate, currency, and other price risks from its credit facility and investments - The company is exposed to interest rate risk on its credit facility tied to the Secured Overnight Financing Rate (SOFR); a **100-basis point change in SOFR** would impact annual credit facility interest expense by **$315,000**[511](index=511&type=chunk) - Currency risk exists due to financial instruments denominated in U.S. dollars; a **5% change in the USD exchange rate** would result in an unrealized gain or loss of **$166,000**[512](index=512&type=chunk) [Controls and Procedures](index=112&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were **effective**[523](index=523&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2024[526](index=526&type=chunk) [Additional Disclosures](index=114&type=section&id=ITEM%2016.%20%5BRESERVED%5D) Governance topics include the audit committee expert, auditor fees and changes, and cybersecurity risk management - The Board has determined that **Christopher Payne** qualifies as an 'audit committee financial expert' as defined by the SEC[532](index=532&type=chunk) Principal Accountant Fees | ($) | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | | :--- | :--- | :--- | | Audit Fees | $1,171,629 | $1,235,850 | | Audit Related Fees | $247,170 | – | | Tax Fees | $108,305 | $155,492 | | All Other Fees | $13,433 | $30,896 | | **Total Fees Paid** | **$1,540,537** | **$1,422,238** | - Effective October 1, 2024, **KPMG LLP resigned** as the company's auditor and was replaced by **MNP LLP**[542](index=542&type=chunk) - The company has a share repurchase program, and in 2024, it repurchased a total of **44,741 common shares**[541](index=541&type=chunk) - The company has established a cybersecurity risk management framework and governance structure, and **no material cybersecurity incidents** have been identified[554](index=554&type=chunk)[559](index=559&type=chunk)[560](index=560&type=chunk)