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Bakkt (BKKT) - 2025 Q1 - Quarterly Report

Cryptocurrency Market Trends - Bitcoin's price surged from approximately $39,500 in January 2024 to over $103,000 in January 2025, contributing to a market cap of $1.8 trillion by year-end 2024[183]. - As of January 31, 2025, an estimated 28% of U.S. adults owned cryptocurrencies, nearly doubling adoption since 2021[184]. Bakkt's Business Developments - Bakkt entered into an agreement with ICE to sell Bakkt Trust for $1.5 million plus the assumption of approximately $3.0 million in regulatory capital requirements[185]. - Bakkt's largest client, Webull Pay LLC, will not renew its agreement, which represented approximately 74% of the Company's Crypto services revenue for 2024[195]. - Bank of America also notified Bakkt that it will not renew its commercial agreement, which accounted for about 16% of the loyalty business's net revenue for 2024[196]. - Bakkt executed a $40.0 million secured revolving credit facility with Intercontinental Exchange for working capital and drew $5.0 million under this facility on March 27, 2025[197]. - A reverse stock split was executed at a ratio of 1-for-25, reducing authorized shares from 1 billion to 40 million[198][199]. - Bakkt is exploring strategic alternatives for its loyalty business, including a potential sale or wind-down, to realign with a crypto focus[186]. - A Cooperation Agreement was established with DTR for exclusive payment processing technology, with potential future equity acquisition options[187][188]. - If payments processed using DTR's technology exceed $2 billion in 18 months, Bakkt may be required to purchase DTR equity under a Put Option[190]. Financial Performance - Total revenues for the three months ended March 31, 2025, were $1,074.9 million, an increase of $220.3 million or 25.8% compared to $854.6 million for the same period in 2024[220][221]. - Crypto services revenue increased by $224.4 million, or 26.7%, for the three months ended March 31, 2025, driven by increased trading volume, reaching $1,065.8 million compared to $841.3 million in 2024[222]. - Operating expenses for the three months ended March 31, 2025, were $1,093.4 million, an increase of $207.0 million or 23.4% compared to $886.4 million in 2024[221]. - The company reported a net income attributable to Bakkt Holdings, Inc. of $7.7 million for the three months ended March 31, 2025, compared to a net loss of $8.2 million in the same period of 2024[220]. - As of March 31, 2025, the company had 6.8 million crypto-enabled accounts, up from 6.7 million as of December 31, 2024[219]. - Notional traded volume for the three months ending March 31, 2025, was $1,213.5 million, compared to $1,040.7 million for the same period in 2024, reflecting a significant increase in trading activity[219]. - Assets under custody as of March 31, 2025, were $1,872.6 million, down from $2,301.9 million as of December 31, 2024[219]. - The company held cryptocurrency in custodial products totaling $2,301.9 million at fair value as of December 31, 2024, with a corresponding unrecorded liability of the same amount[218]. Compliance and Regulatory Matters - The company was notified by NYSE on March 13, 2024, for non-compliance with the Listing Rule due to an average closing stock price below $1.00, but regained compliance by June 3, 2024[206][207]. Operational Strategy - The company is focused on expanding its client base through a B2B2C model and enhancing its platform capabilities to drive revenue growth[211]. - The company anticipates needing to draw on additional portions of the ICE Credit Facility in 2025 to fund operations as it scales its Crypto product offering[247]. - Cash and cash equivalents, along with access to the ICE Credit Facility, are believed to be sufficient to fund operations for the next 12 months from the issuance date of the financial statements[247]. - The company made substantial investments in its platforms in 2023 and 2024 to simplify operations and focus on core capabilities critical to its strategy[248]. - The company expects to continue evaluating potential acquisitions or investments in complementary businesses, services, or technologies[247]. Cash Flow and Expenses - The company reported a net cash outflow of $101.3 million from operating activities for the three months ended March 31, 2025, compared to a net cash inflow of $38.4 million for the same period in 2024[250][252][253]. - Net cash flows used in investing activities were $0.1 million for the three months ended March 31, 2025, primarily for capitalized software development costs[254]. - The company has significant contractual obligations totaling $37.3 million as of March 31, 2025, including purchase obligations and future minimum operating lease payments[261]. Cost Management - Loyalty services revenue decreased by $4.1 million, or 30.9%, to $9.2 million for the three months ended March 31, 2025, compared to $13.2 million for the same period in 2024[223]. - Crypto costs increased by $222.7 million, or 26.8%, to $1,054.6 million for the three months ended March 31, 2025, driven by increased crypto service volume[225]. - Execution, clearing, and brokerage fees rose by $2.1 million, or 36.6%, to $7.7 million for the three months ended March 31, 2025, reflecting increased volume in crypto services revenue[226]. - Compensation and benefits decreased by $6.7 million, or 27.4%, to $17.8 million for the three months ended March 31, 2025, primarily due to reductions in stock-based compensation and bonuses[229]. - Professional services expenses increased by $1.6 million, or 42.8%, to $5.2 million for the three months ended March 31, 2025, mainly due to higher legal fees[230]. - Selling, general, and administrative expenses decreased by $4.0 million, or 51.0%, to $3.8 million for the three months ended March 31, 2025, attributed to reductions in general insurance and marketing costs[234]. - Depreciation and amortization increased by $0.2 million, or 286.0%, to $0.2 million for the three months ended March 31, 2025, due to lower net book values of intangible assets[236]. - Restructuring expenses decreased by $5.9 million, or 96.3%, to $0.2 million for the three months ended March 31, 2025, following significant costs in the prior year[237]. Financial Metrics - Adjusted EBITDA loss for the three months ended March 31, 2025, decreased by $1.7 million or 10.6% compared to the same period in 2024, primarily due to $6.7 million lower compensation and benefits expense[275]. - Net income for the three months ended March 31, 2025, was $16,239, while the net loss for the same period in 2024 was $(21,275)[275]. - The company reported an EBITDA of $15,886 for the three months ended March 31, 2025, compared to an EBITDA loss of $(22,018) for the same period in 2024[275]. - Share-based and unit-based compensation expense for the three months ended March 31, 2025, was $3,343, down from $8,013 in the same period in 2024[275]. - The company incurred restructuring expenses of $228 for the three months ended March 31, 2025, compared to $6,140 in the same period in 2024[275]. DTR Equity and Options - The fair market value for the DTR Equity in any Put Option or Call Option transaction will be determined by a third-party valuation from an independent valuation firm[269]. - The price of Class A Common Stock issued in a Put Option or Call Option transaction will be based on the volume weighted average price over the 30 consecutive trading days prior to issuance[269]. - The company is required to obtain a fairness opinion from an independent financial advisor before executing any Call Option or Put Option transaction[268]. - The company will pay Mr. Naheta a termination fee of 3.0% of the DTR Value if the Put Option is terminated after negotiations[268]. - The company emphasizes the use of non-GAAP financial measures, such as Adjusted EBITDA, to provide investors with a clearer understanding of its core operations[270].