Sezzle (SEZL) - 2022 Q3 - Quarterly Report

PART I: FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) This section presents Sezzle Inc.'s unaudited consolidated financial statements, showing a shift to net income in Q3 2022 and positive operating cash flow Consolidated Balance Sheets As of September 30, 2022, Sezzle's total assets decreased to $158.9 million from $223.4 million at year-end 2021, primarily due to a reduction in notes receivable, leading to a significant decline in total stockholders' equity Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | $158,941 | $223,404 | | Cash and cash equivalents | $57,875 | $76,984 | | Notes receivable, net | $92,201 | $133,987 | | Total Liabilities | $153,212 | $185,612 | | Line of credit, net | $53,680 | $77,711 | | Total Stockholders' Equity | $5,729 | $37,792 | Consolidated Statements of Operations and Comprehensive Income (Loss) For Q3 2022, Sezzle reported a net income of $4.3 million, a significant turnaround from a net loss in Q3 2021, driven by a one-time $11 million merger reimbursement and reduced operating expenses Statement of Operations Highlights (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Total income | $30,408 | $28,472 | $87,294 | $81,888 | | Operating Income (Loss) | $6,500 | ($17,688) | ($33,177) | ($44,333) | | Reimbursement of merger-related costs | ($11,000) | $0 | ($11,000) | $0 | | Net Income (Loss) | $4,344 | ($18,834) | ($38,728) | ($49,246) | | Diluted EPS | $0.02 | ($0.09) | ($0.19) | ($0.25) | Consolidated Statements of Stockholders' Equity Stockholders' equity significantly decreased from $37.8 million at the beginning of 2022 to $5.7 million by September 30, primarily due to a net loss and foreign currency translation adjustments - Total stockholders' equity fell from $37.8 million on January 1, 2022, to $5.7 million on September 30, 2022[12] - The primary drivers for the decrease in equity were the net loss of $38.7 million and foreign currency translation adjustments of ($1.6 million) for the nine months ended September 30, 2022[12] Consolidated Statements of Cash Flows For the nine months ended September 30, 2022, Sezzle generated $7.1 million in cash from operating activities, a significant improvement from the prior year, despite a net decrease in overall cash due to financing activities Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $7,071 | ($31,243) | | Net Cash Used for Investing Activities | ($787) | ($1,075) | | Net Cash Used for Financing Activities | ($24,778) | ($10,131) | | Net decrease in cash | ($18,493) | ($42,449) | Notes to the Consolidated Financial Statements The notes detail the company's accounting policies, income sources, and financial instruments, including a breakdown of total income, analysis of notes receivable, information on the line of credit, and the $11 million merger reimbursement from Zip Co Limited - The company's ability to continue as a going concern is supported by cost-saving measures (workforce reduction, scaling back international operations), contract restructuring, the introduction of Sezzle Premium, and a new revolving credit facility obtained in October 2022[21][22][23] - Total income is primarily composed of transaction income (merchant fees, interchange) and income from other services (account reactivation fees, Sezzle Premium subscriptions)[28][29][33] - Notes receivable, gross, decreased from $162.3 million at year-end 2021 to $107.5 million as of September 30, 2022, with the allowance for uncollectible accounts also decreasing from $23.1 million to $11.3 million[39] - On July 11, 2022, Sezzle terminated its merger agreement with Zip Co Limited and received an $11 million reimbursement for merger-related costs[62] - Subsequent to the quarter end, on October 14, 2022, Sezzle entered into a new two-year revolving credit facility for up to $100 million with Bastion Funding IV, LLC[63] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses a strategic shift in 2022 towards profitability over top-line growth, involving tighter credit, cost reductions, and a merger termination fee, leading to improved loss rates and Q3 profitability, with a new $100 million credit facility ensuring future liquidity Overview and Terminated Merger Sezzle operates a digital payments platform connecting 3.2 million Active Consumers with 45 thousand Active Merchants as of September 30, 2022, following the termination of its planned merger with Zip Co Limited, which resulted in an $11 million reimbursement - As of September 30, 2022, Sezzle's platform supported 45 thousand Active Merchants and 3.2 million Active Consumers[66] - The merger agreement with Zip Co Limited was mutually terminated on July 11, 2022, and Sezzle received an $11 million reimbursement for related costs[70] Key Operating Metrics Underlying Merchant Sales (UMS) decreased by 8.5% in Q3 2022, reflecting a strategic shift to focus on profitability, which also led to slight decreases in Active Merchants and Active Consumers Underlying Merchant Sales (UMS) (in thousands) | Period | 2022 | 2021 | Change % | | :--- | :--- | :--- | :--- | | Three months ended Sep 30 | $421,460 | $460,651 | (8.5)% | | Nine months ended Sep 30 | $1,291,060 | $1,246,829 | 3.5% | Active Users (in thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | Change % | | :--- | :--- | :--- | :--- | | Active Merchants | 45 | 47 | (4.5)% | | Active Consumers | 3,170 | 3,400 | (6.8)% | - The decrease in key metrics is attributed to a strategic prioritization of profitability, leading to tighter credit underwriting, selective merchant onboarding, and the cessation of payment processing in India[91] Results of Operations Total income for Q3 2022 rose 6.8% year-over-year to $30.4 million due to higher merchant discount rates, while operating expenses significantly decreased, contributing to a net income of $4.3 million for the quarter, aided by an $11 million merger reimbursement - Total income increased 8.0% for Q3 and 8.4% for the nine months ended Sep 30, 2022, primarily due to higher Merchant Discount Rates from renegotiating or offboarding unprofitable merchants[104] - Personnel costs decreased 28.0% in Q3 2022 YoY, a result of the March 2022 workforce reduction and changes to the short-term incentive program[106] - Provision for uncollectible accounts fell 45.7% in Q3 2022 YoY, reflecting the success of the strategic shift to tighten credit underwriting and improve consumer loss rates[115][116] - The company received an $11 million reimbursement for merger-related costs from Zip, which was a key contributor to the Q3 2022 net income[117] - Net interest expense increased 86.9% in Q3 2022 YoY, driven by a partial write-off of debt issuance costs, higher interest rates (SOFR), and increased borrowings[118] Liquidity and Capital Resources As of September 30, 2022, Sezzle had $58.8 million in cash, cash equivalents, and restricted cash, having implemented significant cost-saving measures and secured a new $100 million revolving credit facility to ensure sufficient liquidity for the next 12 months - Working capital decreased to $57.6 million as of Sep 30, 2022, from $113.7 million at year-end 2021[123] - The company undertook a workforce reduction in March 2022 for annualized savings of approximately $10 million and scaled back international operations for an additional $7.0 million in annualized savings[125] - On October 14, 2022, the company entered into a new revolving credit facility for up to $100 million, maturing in October 2024[124] - Management asserts that existing cash, the new credit facility, and operational cash flows are sufficient to meet working capital and investment needs for at least the next 12 months[126] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are interest rate risk and foreign currency risk, with interest rate risk stemming from its floating-rate line of credit and foreign currency risk from transactions and translation of foreign subsidiaries' financials, though neither is considered material enough for hedging - The company is exposed to interest rate risk through its line of credit, which accrues interest at a floating rate based on SOFR[150] - Foreign currency risk exists from transactions in foreign currencies and the translation of financial statements from non-U.S. subsidiaries, where a hypothetical 10% change in exchange rates would impact other comprehensive income by about $1.8 million[152] Item 4. Controls and Procedures The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that as of September 30, 2022, the company's disclosure controls and procedures were effective[154] - No material changes to internal control over financial reporting occurred during the nine months ended September 30, 2022[155] PART II: OTHER INFORMATION Item 1. Legal Proceedings The company is involved in various lawsuits and claims in the normal course of business but does not believe their outcome will have a material adverse effect on its financial condition or operations - The company states that ongoing legal proceedings are not expected to have a material adverse effect on its financial statements[157] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes to risk factors from the 2021 Form 10-K were reported[158] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the third quarter of 2022, the company repurchased 70,461 shares of common stock at an average price of $0.39 per share, surrendered by employees to cover minimum statutory tax obligations related to vested restricted stock units Common Stock Repurchases (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2022 | 15,670 | $0.19 | | August 2022 | 18,663 | $0.55 | | September 2022 | 36,128 | $0.40 | | Total | 70,461 | $0.39 | Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, agreements related to the terminated merger and new credit facility, and certifications by the CEO and CFO