The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K. On January 5, 2023, the Board of Directors approved an amendment to the Company's certificate of incorporation to complete a 1-for-32 reverse stock split effective January 5, 2023. The effects of the reverse stock split have been reflected in the audited consolidated financial statements and the footnotes.

Overview

In the story of David vs. Goliath, the small underdog is able to outsmart and defeat his larger adversary. This is the spirit behind the name "Dave." We have built an integrated financial services online platform that provides millions of Americans with seamless access to a variety of intuitive financial products at a fraction of the cost and with much higher speed to value than that of the legacy financial services incumbents, such as traditional banks and other financial institutions. Our mission is to build products that level the financial playing field. Our near-term strategy is focused on delivering a superior banking experience for anyone living paycheck to paycheck.

Based on our observation and analysis of Member data, legacy financial institutions charge high fees for consumer banking and other financial services products, which disproportionately burdens tens of millions of Americans who can least afford them. We see this dynamic playing out with our Members who we believe are on average paying between $300-$400 in overdraft, maintenance and other fees to their existing bank for basic checking services.

Further, we see a significant opportunity to address the broader short-term credit market. According to a report by FHN, legacy financial institutions charge approximately $30 billion in fees annually. The FHN estimates that financially "coping" and "vulnerable" populations pay over $120 billion a year in fees and interest for access to short-term credit. Our prospective Member opportunity is also significant. We estimate that our total addressable market consists of between 160 million to 180 million Americans who are in need of financial stability and are either not served or underserved by legacy financial institutions.

Dave offers a suite of innovative financial products aimed at helping our Members improve their financial health. To help Members avoid punitive overdraft fees and access short-term liquidity, Dave offers cash advances through its flagship 0% interest ExtraCash product. Through Dave Banking, we provide a digital checking account experience, seamlessly integrated with ExtraCash advances, with no hidden fees. With a Dave Banking account, Members have access to valuable tools for building long-term financial health, such as Goals savings accounts and customizable automatic round-up savings on debit spend transactions. We also help Members generate extra income for spending or emergencies through our Side Hustle product, where we present Members with supplemental work opportunities, and through our recently launched Surveys product, where Members can earn supplemental income by taking surveys. Our budgeting tool helps Members manage their upcoming bills to avoid overspending.

We have only begun to address the many inequities in financial services, but our progress to date demonstrates the demand for Dave to rewire the financial system for the everyday person. Since inception and through the date of this report, over 10 million Members have registered on the Dave app and over eight million of them have used at least one of our current products and we believe that we have a substantial opportunity to continue growing our Member base going forward. We strongly believe that the value proposition of our platform approach will continue to accelerate as a result of our data-driven perspective of our Members, allowing us to introduce products and services that address their changing life circumstances.

COVID-19 Impact

There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus, and we continue to closely monitor the impact of the pandemic on all aspects of our business, including how it has and may



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in the future impact our Members, employees, suppliers, vendors, and business partners. The duration and magnitude of the continuing effects of COVID-19 and variants of the virus on our Members remain uncertain and dependent on various factors, including new variants of the virus and their severity and transmission rates, the nature of and duration for which preventive and containment measures are taken and remain in place, and the extent and effectiveness of such measures, including vaccination programs, and the type of stimulus measures and other policy responses that the U.S. government may further adopt. Moreover, the global macroeconomic effects of the COVID-19 pandemic and related impacts on Members and their demand for our products and services may persist for an indefinite period, even after the effects of the pandemic have subsided.

For more information concerning risks related to COVID-19, see the section titled "Risk Factors-Our business, financial condition and results of operations have and may continue to be adversely affected by the COVID-19 pandemic or other similar epidemics or adverse public health developments, including government responses to such events" and "Risk Factors-Our ExtraCash advances expose us to credit risk of our Members and if our underwriting criteria for making advances is not sufficient to mitigate against this risk, our financial condition and operating results could be adversely affected if a substantial number of our Members fail to repay the cash advance they receive."

Comparability of Financial Information

Our future results of operations and financial position may not be comparable to historical results as a result of the consummation of the Business Combination.

Key Factors Affecting Operating Results

Our future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including Member growth and activity, product expansion, competition, industry trends and general economic conditions.

Member Growth and Activity

We have made significant investments in our platform and our business is dependent on continued Member growth, as well as our ability to offer new products and services and generate additional revenues from our existing members using such additional products and services. Member growth and activity are critical to our ability to increase our scale, capture market share and earn an attractive return on our technology, product and marketing investments. Growth in Members and Member activity will depend heavily on our ability to continue to offer attractive products and services and the success of our marketing and Member acquisition efforts.

Product Expansion

We aim to develop and offer a best-in-class financial services platform with integrated products and services that improve the financial well-being of our Members. We have invested and continue to make significant investments in the development, improvement and marketing of our financial products and are focused on continual growth in the number of products we offer that are utilized by our Members.

Competition

We face competition from several financial services-oriented institutions. In our reportable segment, as well as in potential new lines of business, we may compete with more established institutions, some of which have more financial resources. We compete at multiple levels, including competition among other financial institutions and lenders in our ExtraCash business, competition for deposits in and debit card spending from our Dave Banking product from traditional banks and digital banking products and competition for subscribers to our personal financial management tools. Some of our competitors may at times seek to increase their market share by undercutting pricing terms prevalent in that market, which could adversely affect our market share for any of our products and services or require us to incur higher member acquisition costs.



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Key Components of Statements of Operations

Basis of presentation

Currently, we conduct business through one operating segment which constitutes a single reportable segment. For more information about our basis of presentation, refer to Note 2 in the accompanying audited consolidated financial statements of Dave included in this report.

Service based revenue, net

Service based revenue, net primarily consists of optional tips, optional express processing fees and subscriptions charged to Members, net of processor-related costs associated with advance disbursements. Service based revenue, net also consists of lead generation fees from our Side Hustle advertising partners as well as fees earned related to the Rewards Product for Members who make debit card spending transactions at participating merchants.

Transaction based revenue, net

Transaction based revenue, net primarily consists of interchange and ATM revenues from our Checking Product, net of interchange and ATM-related fees, fees earned from withdrawal-related transactions, volume support from a certain co-branded agreement, and deposit referrals and are recognized at the point in time the transactions occur, as the performance obligations are satisfied and the variable consideration is not constrained.

Operating expenses

We classify our operating expenses into the following five categories:

Provision for Unrecoverable Advances

The provision for unrecoverable advances to Members primarily consists of an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in the outstanding advances receivable. We currently estimate the allowance balance required using historical loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as cash received subsequent to period-end. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the audited consolidated statement of operations. We consider advances more than 120 days past due or which become uncollectible based on information available to us as impaired. All impaired advances are deemed uncollectible and subsequently written off and are a direct reduction to the allowance for unrecoverable advances. Subsequent recoveries, if any, of Member advances written-off are recorded as a reduction to Member advances, resulting in a reduction to the allowance for unrecoverable advances and a corresponding reduction to the provision for unrecoverable advances in the audited consolidated statements of operations when collected.

Processing and Servicing Costs

Processing and servicing fees consist of fees paid to our processing partners for the recovery of advances, optional tips, optional express processing fees and subscriptions. These expenses also include fees paid for services to connect Members' bank accounts to our application. Except for processing and servicing fees associated with advance disbursements which are recorded net against revenue, all other processing and service fees are expensed as incurred.

Advertising and Marketing

Advertising and marketing expenses consist primarily of fees we pay to our platform partners. We incur advertising, marketing and production-related expenses for online, social media and television advertising and for partnerships and promotional advertising. Advertising and marketing expenses are expensed as incurred although they typically deliver a benefit over an extended period.



Compensation and Benefits

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Compensation and benefits expenses represent the compensation, inclusive of stock-based compensation and benefits, that we provide to our employees and the payments we make to third-party contractors. While we have an in-house customer service function, we employ third-party contractors to conduct call center operations and handle routine customer service inquiries and support.

Other Operating Expenses

Other operating expenses consist primarily of technology and infrastructure (third-party Software as a Service "SaaS"), commitments to charity, transaction based costs (program expenses, association fees, processor fees, losses from Member-disputed transactions, bank card fees and fraud), depreciation and amortization of property and equipment and intangible assets, general and recurring legal fees, rent, certain sales tax related costs, office related expenses, public relations costs, professional service fees, travel and entertainment, and insurance. Costs associated with technology and infrastructure, rent, depreciation and amortization of our property and equipment and intangible assets, professional service fees, travel and entertainment, public relations costs, utilities, office-related expenses and insurance technology and infrastructure (third-party subscriptions), depreciation and amortization of property and equipment and intangible assets, general and recurring legal fees, rent, office-related expenses, public relations costs, professional service fees, travel and entertainment and insurance vary based upon our investment in infrastructure, business development, risk management and internal controls and are generally not correlated with our operating revenues or other transaction metrics.

Other (income) expenses

Other (income) expenses consist of interest income, interest expense, legal settlement and litigation expenses, other strategic financing and transactional expenses, gain on extinguishment of a liability, earnout liabilities fair value adjustments, derivative asset fair value adjustments, and changes in fair value of warrant liabilities.

Provision for income taxes

Provision for income taxes consists of the federal and state corporate income taxes accrued on income resulting from the sale of our services.

Results of Operations

Comparison of the Years Ended December 31, 2022 and 2021



Operating revenues

                                        For Year Ended                      Change
(in thousands, except for                December 31,
percentages)                                                          $                %
                                      2022           2021         2022/2021        2022/2021
Service based revenue, net
   Processing fees, net            $  106,664     $   79,101     $    27,563                35 %
   Tips                                61,951         45,106          16,845                37 %
   Subscriptions                       19,146         17,203           1,943                11 %
   Other                                1,099            772             327                42 %
Transaction based revenue, net         15,978         10,831           5,147                48 %
Total                              $  204,838     $  153,013     $    51,825                34 %




Service based revenue, net-

Processing fees, net

Processing fees, net of processor costs associated with advance disbursements, for the year ended December 31, 2022 were $106.7 million, an increase of $27.6 million, or 35% from $79.1 million for the year ended December 31, 2021. The increase was primarily attributable to increases in total advance volume from approximately $1,413



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million to approximately $2,709 million year over year along with average advance amounts that increased from $104 to $144 as of the years ended December 31, 2021 and 2022, respectively. Processing fees tend to increase as advance volume increases, but may not always trend ratably as processing fees vary depending on the total amount of the advance. The percentage of Members that chose to pay a processing fee to expedite an advance remained consistent for the years ended December 31, 2022 and 2021. The average processing fees Members paid to expedite these advances increased modestly for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Tips

Tips for the year ended December 31, 2022 were $62.0 million, an increase of $16.8 million, or 37%, from $45.1 million for the year ended December 31, 2021. The increase was primarily attributable to increases in total advance volume from approximately $1,413 million to approximately $2,709 million year over year along with average advance amounts that increased from $104 to $144 as of the years ended December 31, 2021 and 2022, respectively. Tips tend to increase as advance volume increases, but may not always trend ratably as tips often vary depending on the total amount of the advance. The percentage of Members that chose to leave a tip decreased slightly for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The average amount of tip Members chose to leave increased for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Subscriptions

Subscriptions for the year ended December 31, 2022 were $19.1 million, an increase of $1.9 million, or 11%, from $17.2 million for the year ended December 31, 2021. The increase was primarily attributable to higher subscription engagement with Members on our platform.

Other

Other revenue for the year ended December 31, 2022 increased by $0.3 million, or 42%, compared to the year ended December 31, 2021. The increase was primarily attributable to increases in average revenue per lead related to amounts received from our Side Hustle advertising partners.

Transaction based revenue, net-Transaction based revenue, net for the year ended December 31, 2022 was $16.0 million, an increase of $5.1 million, or 48%, from $10.8 million, for the year ended December 31, 2021. The increase was primarily attributable to the growth in Members engaging with our Checking Product and corresponding growth in the number of transactions initiated by Members.



Operating expenses

                                     For Year Ended                          Change
(in thousands, except for             December 31,
percentages)                                                          $                 %
                                  2022             2021           2022/2021         2022/2021
Provision for unrecoverable
advances                      $     66,266     $     32,174     $      34,092                106 %
Processing and servicing
costs                               31,946           23,459             8,487                 36 %
Advertising and marketing           69,038           51,454            17,584                 34 %
Compensation and benefits          103,432           49,544            53,888                109 %
Other operating expenses            68,551           43,260            25,291                 58 %
Total                         $    339,233     $    199,891     $     139,342                 70 %



Provision for unrecoverable advances-The provision for unrecoverable advances totaled $66.3 million for the year ended December 31, 2022, compared to $32.2 million for the year ended December 31, 2021. The increase of $34.1 million, or 106%, was primarily attributable to an increase in provision expense of $21.0 million related to Member



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advances aged over 120 days and those that have become uncollectible based on information available to us, in addition to an increase in provision expense of $13.1 million related to Member advances aged 120 days and under.

The increase in provision expense related to Member advances aged over 120 days and those which have become uncollectible based on information available to us, period over period, was attributed to significant increases in average advance amounts and total advance volume from $1,413 million to $2,709 million for the year ended December 31, 2021 and 2022, respectively. All impaired advances deemed uncollectible are subsequently written-off and are a direct reduction to the allowance for unrecoverable advances.

The increase in provision expense related to Member advances aged 120 days and under was primarily attributed to significant increases in average advance amounts and total advance volume during the last 4 months for the year ended December 31, 2022 and compared to the last four months of the year ended December 31, 2021. This resulted in an increase to the allowance for unrecoverable advances and corresponding higher provision for unrecoverable advances expense during the year ended December 31, 2022 as compared to December 31, 2021. We anticipate volatility in Member advances outstanding each period as they are directly correlated with the timing and volume of Member advance activity during the last 120 days prior to the end of the period.

Throughout the year ended December 31, 2022, loss and collections experience of Member advances improved, however, historical loss and collections rates utilized in the calculation of the provision for unrecoverable advances decreased slightly when compared to historical rates used in 2021 which reflected underwriting modifications made during early 2020 in response to the onset of COVID-19. These underwriting modifications primarily consisted of lower advance amounts and stricter eligibility requirements. Any changes to our historical loss and collections experience directly affects the historical loss rates utilized in the calculation of the allowance for uncollectible advances. The changes in the allowance for unrecoverable advances, period over period, has a direct impact on the provision for unrecoverable advances.

For information on the aging of Member advances and a rollforward of the allowance for unrecoverable advances, refer to the tables in Note 6 Member Cash Advances, Net in the accompanying audited consolidated financial statements of Dave included in this report.

Processing and service costs-Processing and servicing costs totaled $31.9 million for the year ended December 31, 2022, compared to $23.5 million for the year ended December 31, 2021. The increase of $8.5 million, or 36%, was primarily attributable to the increase in advance volume from approximately $1,413 million to approximately $2,709 million, offset by volume associated discounts and cost savings due to price reductions from our processors.

Advertising and marketing-Advertising and marketing expenses totaled $69.0 million for the year ended December 31, 2022, compared to $51.5 million for the year ended December 31, 2021. The increase of $17.6 million, or 34%, was primarily attributable to increased advertising efforts, production costs and promotions across various social media platforms and television.

Compensation and benefits-Compensation and benefits expenses totaled $103.4 million for the year ended December 31, 2022, compared to $49.5 million for the year ended December 31, 2021. The increase of $53.9 million, or 109%, was primarily attributable to the following:

an increase in payroll and related costs of $20.6 million, primarily due to hiring and increased headcount throughout the business; and

an increase in stock-based compensation of $33.3 million, primarily due to restricted stock units granted during the year ended December 31, 2022 and stock options granted to a certain executive during 2021, which achieved certain performance conditions associated with the close of the Business Combination.



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Other operating expenses-Other operating expenses totaled $68.6 million for the year ended December 31, 2022, compared to $43.3 million for the year ended December 31, 2021. The increase of $25.3 million, or 58%, was primarily attributable to the following:

an increase in insurance related costs of $7.0 million, primarily related to director and officer, general liability and cyber insurance premiums;

an increase in accounting costs of $2.3 million, primarily related to various audit, tax and Sarbanes-Oxley compliance readiness related fees associated with the Business Combination in January 2022;

an increase in technology and infrastructure expenses of $3.5 million, primarily due to increased costs to support the growth of our business and development of new products and features;

an increase in expenses related to our Checking Product of $8.6 million, primarily attributable to processing fees, card fees and fraud related costs associated with the growth in Members and the number of transactions processed;

an increase in legal fees of $2.9 million primarily due to ongoing litigation, compliance, employment and general corporate related matters;

an increase in various administrative expenses of $2.1 million, primarily due to increases in investor relations fees, company meetings, bank service charges, sales tax, licenses and fees, travel and entertainment and other administrative expenses;

an increase in depreciation and amortization of $3.7 million, primarily due to accelerated amortization related to the change in useful life of a certain intangible asset, increased amortization of internally developed software due to increased internally developed capitalized costs, and depreciation related to leasehold improvements and equipment purchases; and

an increase in rent expense of $0.8 million, due to additional leased office space; offset by

a decrease in charitable contribution expenses of $1.6 million, primarily due to decreased amounts pledged to charitable meal donations related to Members' tips; and

a decrease of $4.0 million related to primarily due to non-recurring fraudulent activity in relation to our Checking Product during the first quarter of 2021.



Other (income) expense

                                        For Year Ended                      Change
(in thousands, except for                December 31,
percentages)                                                          $               %
                                      2022           2021         2022/2021       2022/2021
Interest income                    $   (2,953 )   $     (287 )   $    (2,666 )            929 %
Interest expense                        9,197          2,545           6,652              261 %
Legal settlement and litigation
expenses                                6,282          1,667           4,615              277 %
Other strategic financing and
transactional expenses                  4,591            264           4,327             1639 %
Gain on extinguishment of
liability                              (4,290 )            -          (4,290 )           -100 %
Changes in fair value of earnout
liabilities                            (9,629 )            -          (9,629 )           -100 %
Changes in fair value of
derivative asset on loans to
stockholders                            5,572        (34,791 )        40,363             -116 %
Changes in fair value of warrant
liabilities                           (14,192 )        3,620         (17,812 )           -492 %
Total                              $   (5,422 )   $  (26,982 )   $    21,560              -80 %



Interest income- Interest income totaled $3.0 million for the year ended December 31, 2022, compared to $0.3 million for the year ended December 31, 2021. The increase of $2.7 million, or 929%, was primarily attributable to interest earned from yields from short-term investments and higher interest rates during the year ended December 31, 2022 as compared to the year ended December 31, 2021.



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Interest expense- Interest expense totaled $9.2 million for the year ended December 31, 2022, compared to $2.5 million for the year ended December 31, 2021. The increase of $6.7 million, or 261%, was primarily attributable to interest related to increased borrowings from the delayed draw senior secured loan facility (the "Debt Facility") which Dave OD Funding I, LLC ("Dave OD") entered into during January 2021, and which was subsequently amended in November 2021 to include a $20 million line of credit (the "Credit Facility"), along with interest related to the Note with FTX Ventures and higher interest rates on borrowings under the Debt Facility and Credit Facility.

Legal settlement and litigation expenses-Legal settlement and litigation expenses totaled $6.3 million for the year ended December 31, 2022, compared to $1.7 million for the year ended December 31, 2021. See Note 14 Commitments and Contingencies in the accompanying audited consolidated financial statements of Dave included in this report for more information regarding pending legal actions. The increase of $4.6 million, or 277%, was primarily attributable to the settlement of an employee-related legal matter.

Other strategic financing and transactional expenses-Other strategic financing and transactional expenses totaled $4.6 million for the year ended December 31, 2022, compared to $0.3 million for the year ended December 31, 2021. The increase of $4.3 million was related to certain one-time strategic opportunities in addition to certain one-time post-closing expenses associated with the Business Combination.

Gain on extinguishment of liability-Gain on extinguishment of liability totaled $4.3 million for the year ended December 31, 2022, compared to $0 for the year ended December 31, 2021. The increase of $4.3 million, or 100%, was primarily attributable to the extinguishment of a $7.5 million liability related to transaction costs associated with the Business Combination that were settled during 2022 in exchange for shares of our Class A common stock. The $7.5 million in transaction costs were also included as part of additional paid in capital within our audited consolidated balance sheets as the transaction costs were originally capitalized in conjunction with the Business Combination.

Changes in fair value of earnout liability-Changes in fair value of earnout liabilities totaled a benefit of $9.6 million for the year ended December 31, 2022, compared to $0 for the year ended December 31, 2021. The increase of $9.6 million, or 100%, was primarily attributable to fair value adjustments associated with certain earnout shares liability due to decreases in our underlying Class A Common Stock price.

Changes in fair value of derivative asset on loans to stockholders-Changes in fair value of derivative asset on loans to stockholders totaled $5.6 million for the year ended December 31, 2022, compared to a benefit of $34.8 million for the year ended December 31, 2021. The decrease of $40.4 million, or 116%, was primarily attributable to the exercise of the call options and the settlement of this derivative asset at the close of the Business Combination in January 2022. For further details, please refer to Note 2 in the accompanying audited consolidated financial statements of Dave included in this report.

Changes in fair value of warrant liability-Changes in fair value of warrant liability totaled a benefit of $14.2 million for the year ended December 31, 2022, compared to an expense of $3.6 million for the year ended December 31, 2021. The increase in benefit of $17.8 million, or 492%, was primarily attributable to fair value adjustments associated with certain public and private warrant liabilities due to decreases in our underlying Class A Common Stock price, offset by fair value adjustments associated with certain warrants issued in connection with the Debt Facility.



Provision for income taxes

                                      For Year Ended                           Change
(in thousands, except for              December 31,
percentages)                                                             $                 %
                                 2022                2021            2022/2021         2022/2021
(Benefit from) provision
for income taxes                       (67 )                97              (164 )            -169 %
Total                        $         (67 )     $          97     $        (164 )            -169 %




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Provision for income taxes for the year ended December 31, 2022 decreased by $0.16 million, or 169%, compared to the year ended December 31, 2021. This decrease was primarily due to a decrease in state taxes, including gross margin state taxes, resulting from a favorable ruling by the Texas Supreme Court regarding the determination of state sourced service income.

Comparison of Years Ended December 31, 2021 and 2020

A discussion regarding our results of operations for the year ended December 31, 2021 compared to the results for the year ended December 31, 2020 can be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations of Dave - Results of Operations" in our Form 8-K/A filed with the SEC on August 22, 2022 , which is available on the SEC's website at www.sec.gov.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measure is useful in evaluating our operational performance. We use the following non-GAAP measure to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial information may be helpful in assessing our operating performance and facilitates an alternative comparison among fiscal periods. The non-GAAP financial measure is not, and should not be viewed as, a substitute for GAAP reporting measures.

Adjusted EBITDA

"Adjusted EBITDA" is defined as net loss adjusted for interest expense, net, provision for income taxes, depreciation and amortization, stock-based compensation and other discretionary items determined by management. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, GAAP. We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that, when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA on a supplemental basis. The reconciliation of net loss to Adjusted EBITDA below should be reviewed, and no single financial measure should be relied upon to evaluate our business.

The following table reconciles net loss to Adjusted EBITDA for the years ended December 31 2022 and 2021, respectively:




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                                                           For Year Ended
(in thousands)                                              December 31,
                                                      2022                2021
Net loss                                         $      (128,906 )   $       (19,993 )
Interest expense, net                                      6,244               2,258
(Benefit from) provision for income taxes                    (67 )                97
Depreciation and amortization                              6,661               2,976
Stock-based compensation                                  40,639               7,381
Legal settlement and litigation expenses                   6,282               1,667
Other strategic financing and transactional
expenses                                                   4,591                 264
Gain on extinguishment of liability                       (4,290 )                 -
Changes in fair value of earnout liabilities              (9,629 )                 -
Changes in fair value of derivative asset on
loans to stockholders                                      5,572             (34,791 )
Changes in fair value of warrant liabilities             (14,192 )             3,620
Adjusted EBITDA                                  $       (87,095 )   $       (36,521 )

Liquidity and Capital Resources

Since inception, we have financed our operations primarily from the issuance of preferred stock, issuances of convertible notes, funds from borrowings under the Debt Facility and the Credit Facility, and funds received as a result of the Business Combination. As of December 31, 2022 and 2021, our cash and cash equivalents, marketable securities and short-term investments balance was $192.0 million and $40.2 million, respectively.

As an early-stage company, the expenses we have incurred since inception are consistent with our strategy and approach to capital allocation. We expect to incur net losses in accordance with our operating plan as we continue to expand and improve upon our financial platform.

Our ability to access capital when needed is not assured and, if capital is not available to Dave when, and in the amounts needed, Dave could be required to delay, scale back or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition and operating results.

We believe that our cash on hand should be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this report and sufficient to fund our operations. We may raise additional capital through private or public equity or debt financings. The amount and timing of our future funding requirements, if any, will depend on many factors, including the pace and results of our product development efforts. No assurances can be provided that additional funding will be available at terms acceptable to us, if at all. If we are unable to raise additional capital, we may significantly curtail our operations, modify existing strategic plans and/or dispose of certain operations or assets.

Material Cash Requirements

While the effect of COVID-19 and other macro-economic factors have created economic uncertainty and impacted how we manage our liquidity and capital resources, we intend to continue to invest in people, marketing and user acquisition, technology and infrastructure, and new and existing financial products and programs we believe are critical to meeting our strategic objectives. As growth of our ExtraCash product scales, material cash will be required to fund advances until the point at which those advances are subsequently collected. The amount and timing of these related cash outflows in future periods are difficult to predict and is dependent on a number of factors including the hiring of new employees, the rate of change in technology used in our business and our business outlook as a result of the COVID-19 pandemic. While we anticipate certain cash outflows related to these objectives could exceed amounts spent in prior years, we expect to fund these cash outflows primarily through our cash flows provided by operating, investing and financing activities.

We may use cash to acquire businesses and technologies. The nature of these transactions, however, makes it difficult to predict the amount and timing of such cash requirements.



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In the normal course of business, we enter into various agreements with our vendors that may subject us to minimum annual requirements. While our contractual commitments will have an impact on our future liquidity, we believe that we will be able to adequately fulfill these obligations through cash generated from operations and from our existing cash balances. Dave does not have any "off-balance sheet arrangements," as defined by the SEC regulations.

In response to our remote employee workforce strategy in the U.S., we have not yet closed our leased office locations. We are required to continue making our contractual payments until our operating leases are formally terminated or expire. Our remaining leases have terms of 10 months to 3 years, subject to renewal options of varying terms, and as of December 31, 2022, we had a total lease liability of $0.8 million. See Note 15, Leases in the notes to our audited consolidated financial statements for additional information regarding our lease liabilities as of December 31, 2022.

We also have certain contractual payment obligations for principal and interest owed under the Debt Facility. Interest payments are required to be made on a monthly basis. At December 31, 2022, $75.0 million of term loans under the Debt Facility were outstanding. See Note 13, Debt and Credit Facility in the notes to our audited consolidated financial statements in this report. Additionally, we also have certain contractual payment obligations for interest owed under the $100.0 million Note we issued and sold pursuant to the Purchase Agreement entered into with FTX Ventures. Interest payments relating to the Note are required to be made or added to the outstanding principal on a semi-annual basis. At December 31, 2022, $2.4 million of interest was added to the outstanding principal. For more information on the Purchase Agreement with FTX Ventures, see Note 10, Convertible Note Payable.

Cash Flows Summary



(in thousands)                                                 For Year Ended
Total cash (used in) provided by:                December 31, 2022        December 31, 2021
Operating activities                            $           (44,883 )    $              (541 )
Investing activities                                       (285,579 )                (37,202 )
Financing activities                                        321,767                   65,046
Net (decrease) increase in cash and cash
equivalents and restricted cash                 $            (8,695 )    $            27,303




Cash Flows From Operating Activities

We recorded a net loss of $128.9 million for the year ended December 31, 2022, and a net loss of $20.0 million for the year ended December 31, 2021. We reported cash flows used in operating activities of $44.9 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively.

During the year ended December 31, 2022, cash used in operating activities increased compared to the year ended December 31, 2021 due to increases in processing costs, marketing, compensation and other operating expenses to support the growth of the business. Excluding non-cash impacts, changes in cash flows from operations included an increase in receivables related to revenue from Member advances of $6.8 million, an increase in prepaid expenses and other current assets of $6.8 million, a decrease in accrued expenses of $1.7 million, and a decrease in other current liabilities of $0.3 million. These changes were offset primarily by an increase in legal settlement accrual of $5.7 million, a decrease in prepaid income taxes of $0.6 million, and an increase in accounts payable of $0.3 million.

Net cash used in operating activities for the year ended December 31, 2021 included a net loss of $20.0 million, adjusted for non-cash items of $3.1 million for depreciation and amortization, $32.2 million for provision for unrecoverable advances, $3.6 million for an increase in warrant liability fair value, and $7.4 million for stock-based compensation expense, partially offset by $34.8 million for an increase in derivative asset fair value. Excluding non-cash impacts, changes in cash flows from operations included an increase in receivables related to revenue from Member advances of $2.3 million, a decrease in other current liabilities of $1.6 million and a decrease in other non-current liabilities of $0.5 million. These changes were offset primarily by a decrease in prepaid income taxes of $2.6



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million, an increase in accounts payable of $2.6 million, an increase in accrued expenses of $7.1 million, and an increase in legal settlement accrual of $0.5 million.

Cash Flows From Investing Activities

During the year ended December 31, 2022, net cash used in investing activities was $285.6 million. This included payments for internally developed software costs of $8.6 million, the purchase of property and equipment of $0.7 million, net disbursements and collections of Member advances of $114.3 million, the purchase of short-term investments of $202.1 million, and the purchase of marketable securities of $317.7 million, offset by the sale of marketable securities of $325.6 million and the sale and maturity of short-term investments of $32.2 million.

During the year ended December 31, 2021, net cash used in investing activities was $37.2 million. This included an increase in net disbursements and collections of Member advances of $40.2 million the capitalization of internally developed software costs of $6.1 million, and the purchase of property and equipment of $0.4 million, partially offset by the sale of marketable securities of $9.4 million.

Cash Flows From Financing Activities

During the year ended December 31, 2022, net cash provided by financing activities was $321.8 million, which consisted of $195.0 million in proceeds from PIPE financing in connection with the Business Combination, $29.7 million in proceeds from the Business Combination, net of redemptions, $0.6 million in proceeds from stock option exercises, $100 million in proceeds from borrowings related to the Purchase Agreement with FTX Ventures, and $40.0 million related to debt facility borrowings, partially offset by $23.0 million for the payment of issuance costs related to the Business Combination, $20.0 million related to the repayment of the credit facility borrowings, and $0.5 million related to the repurchase of Class A Common Stock. For more information on the Business Combination, see "- Business Combination and Public Company Costs".

During the year ended December 31, 2021, net cash provided by financing activities was $65.0 million, which consisted of $70.0 million in borrowings and $1.7 million in proceeds from for stock option exercises, partially offset by $3.9 million in line of credit repayments and $2.8 million in issuance cost payments. The $70 million in borrowings consisted of $55.0 million under the Debt Facility and $15.0 million from a pre-funding of Alameda Research's PIPE Investment. For more information on the Credit Facility and Alameda Research's PIPE Investment, see Note 13, Debt and Credit Facility and Note 3, The Reverse Recapitalization and Related Transactions.

Critical Accounting Estimates

Our audited consolidated financial statements have been prepared in accordance with U.S GAAP. The preparation of these audited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the audited consolidated financial statements, as well as the reported revenues and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our critical accounting estimates and assumptions are evaluated on an ongoing basis including those related to the following:

(i) Fair value of a derivative asset;

(ii) Fair value of warrant liabilities;

(iii) Fair value of earnout liabilities;

(iv) Allowance for unrecoverable advances;

(v) Fair value of common stock; and

(vi) Income taxes.



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Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting estimates discussed below are critical to understanding our historical and future performance, as these estimates relate to the more significant areas involving management's judgments and estimates. Please refer to Note 2 in our accompanying audited consolidated financial statements for the years ended December 31, 2022 and 2021 included in this Annual Report on Form 10-K.

While our significant accounting estimates are described in the notes to our audited consolidated financial statements, we believe that the following accounting estimates require a greater degree of judgment and complexity and are the most critical to understanding our financial condition and historical and future results of operations.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Derivative Asset

We recorded a derivative asset related to call option on loans to stockholders. The derivative asset was carried at its estimated fair value on our audited consolidated balance sheets and was extinguished as at the close of the Business Combination as all of the call options related to the Loans to Stockholders were exercised and the related loans were settled. Changes in the estimated fair value of the derivative asset were driven by changes in the underlying value of our Common stock and any changes in fair value were reported as a loss (gain) on derivatives in the accompanying audited consolidated statements of operations. We utilized the binomial option pricing model to compute the fair value of the derivative asset and to mark to market the fair value of the derivative at each balance sheet date. The binomial option-pricing model considers a range of assumptions related to the fair value of common stock (see below Fair Value of Common Stock for further details), volatility, dividend yield and risk-free interest rate. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates.

Warrant Liabilities

We recorded a warrant liability associated with the Debt Facility. The warrant liability was carried on our audited consolidated balance sheets as a long-term liability estimated at fair value and extinguished immediately prior to close of the Business Combination as the warrants were exercised. Changes in the estimated fair value of this warrant liability were driven by changes in the underlying value of our Common stock and were reported as a loss (gain) in the accompanying audited consolidated statements of operations. We utilized the binomial option-pricing model to compute the fair value and to mark to market the fair value of the warrant liability at each audited consolidated balance sheet date. The binomial option-pricing model considers a range of assumptions related to the fair value of common stock (see below Fair Value of Common Stock for further details), volatility, dividend yield and risk-free interest rate. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates.

We also recorded warrant liabilities for both public and private warrants associated with the Business Combination. The warrant liabilities are carried on our audited consolidated balance sheets as a long-term liability estimated at fair value. Changes in the estimated fair value of the warrant liabilities were driven by changes in the underlying value of our Common stock and were reported as a loss (gain) in the accompanying audited consolidated statements of operations. We utilize the Black-Scholes model to compute the fair value and to mark to market the fair value of the private placement warrant liability at the time of the Business Combination and at each audited consolidated balance sheet date. The public warrants were valued using the Black-Scholes model and public trading price of the warrants, when available. The Black-Scholes model considers a range of assumptions such as stock price, strike price, volatility, time to maturity, dividend yield and risk-free interest rate. The Black-Scholes pricing model includes subjective input assumptions that can materially affect the fair value estimates.

Earnout Liabilities

We recorded earnout liabilities associated with the Business Combination. The earnout liabilities are carried on our audited consolidated balance sheets as a long-term liability estimated at fair value. Changes in the estimated fair



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value of the earnout liabilities are reported as a loss (gain) in the accompanying audited consolidated statements of operations. We utilized a Monte Carlo Simulation Method to compute the fair value and to mark to market the fair value of the earnout liabilities at each audited consolidated balance sheet date. The Monte Carlo Simulation Method considers a range of assumptions such as stock price, volatility, and risk-free interest rate. The Monte Carlo Simulation Method includes subjective input assumptions that can materially affect the fair value estimates.

Fair Value of Common Stock

We are required to estimate the fair value of the common stock underlying our share-based awards. The fair value of the common stock underlying our stock-based awards has been determined, in each case, based on a valuation model as discussed further below, and was approved by our Board of Directors. Our Board of Directors intends all stock options granted to be exercisable at a price per share not less than the fair value per share of the ordinary share underlying those stock options on the date of grant.

Before the Company's shares were traded publicly, there was no public market for its Common Stock. The valuation has been determined using appropriate valuation methodologies in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

We considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, including:

Historical financial performance;

Our business strategy;

Industry information, such as external market conditions and trends;

Likelihood of achieving a liquidity event, such as an initial public offering, SPAC merger, or strategic sale given prevailing market conditions and the nature and history of our business;

Prices, privileges, powers, preferences and rights of our convertible preferred stock relative to those of Dave Common Stock;

Forecasted cash flow projections for Dave's business;

Publicly traded price of the special purpose acquisition company ("SPAC");

Primary preferred stock financings and secondary common stock transactions of our equity securities;

Lack of marketability/illiquidity of the common stock underlying our stock-based awards involving securities in a private company; and

Macroeconomic conditions.

The assumptions underlying these valuations represented management's best estimate, which involved inherent uncertainties and the application of management's judgment. The probability of a liquidity event, the derived discount rate, and the selected multiples that are applied to our financial statistics are significant assumptions used to estimate the fair value of our common stock. If we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.

During 2019 and 2020, our estimated fair value of our common stock remained relatively consistent before a potential public listing through a business combination with a special purpose acquisition company was first considered in 2021 ("SPAC Transaction").

The fair value for our common stock was estimated to be $29.92 per share (on a post-split adjusted basis) as of August 5, 2019 ("August 2019 Valuation") and $31.39 (on a post-split adjusted basis) per share as of August 30, 2020 ("August 2020 Valuation"). In 2021, our management team first contemplated a SPAC Transaction, which was incorporated in the June 7, 2021 valuation that resulted in a fair value for our common stock of $277.44 per share (on a post-split adjusted basis) ("June 2021 Valuation"). The SPAC Transaction was considered in the subsequent



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valuation performed as of October 6, 2021 that resulted in a fair value for Dave's common stock of $345.60 per share (on a post-split adjusted basis) ("October 2021 Valuation").

The August 2019 Valuation and August 2020 Valuations were completed prior to the contemplation of the Business Combination, and at the time of these valuations our management did not expect a near-term exit. The August 2019 Valuation was performed at the time of the close of Dave's Series B-1 and B-2 preferred equity financings ("Series B Financing"). Since no near-term exit was expected, the August 2019 Valuation was performed using the market approach, specifically the subject company transaction method was performed using a single option pricing model ("OPM") as the allocation method. As a result, the fair value of our common stock was inferred from the Series B Financing. The August 2020 Valuation was performed using the market approach, specifically the guideline public company method ("GPCM") and used a single OPM as the allocation methodology. The GPCM was performed by first considering the Series B Financing's implied revenue multiple from the August 2019 valuation report, and then was adjusted based on changes in the guideline public company's multiples since the Series B Financing occurred, with consideration for adjustments based on our comparative operational performance between the periods.

The June 2021 Valuation and October 2021 Valuation both used the hybrid method, wherein a probability-weighted expected return model ("PWERM") incorporated an expected near-term SPAC exit scenario as well as an OPM. The OPM was used to model the value of common stock in a delayed exit/stay private scenario. Total equity values for each scenario management identified were estimated as of the measurement date. The delayed exit/stay private scenario total equity value was estimated using the discounted cash flow method under the income approach and the GPCM under the market approach. The total equity value in the SPAC Transaction scenario included in the June 2021 Valuation was determined based on the expected Business Combination pre-money valuation. The common stock price per share in the SPAC Transaction scenario included in the October 2021 Valuation was determined based on the publicly traded price of the SPAC as of the valuation date. Our management's estimated probability for each scenario occurring at each valuation date was applied to the respective scenario's indicated common stock value to arrive at the estimated fair value of common stock.

The increase in the fair value of our common stock between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to our progress towards completing the Business Combination that was not known or knowable at the earlier valuation dates. As previously discussed, the August 2019 Valuation utilized the Series B financing to determine the value of common stock in a single OPM. The August 2020 Valuation relied upon the GPCM with valuation multiples selected considering the implied multiples at the time of the Series B Financing, with appropriate adjustments to the multiples to account for changes in our financial and operational performance as well as to reflect changes in the guideline public companies' multiples and comparative performance, from the close of the Series B financing to the August 2020 valuation date. In early 2021, we first contemplated a SPAC Transaction and began taking the necessary steps to prepare for a business combination with VPCC. The necessary steps undertaken to prepare for the Business Combination included meeting with VPCC and investment bankers, discussing timing expectations, and negotiating the preliminary letter of intent with VPCC. As our ongoing negotiations related to the Business Combination reflected an increased likelihood of a near-term exit transaction and/or liquidity event, the valuation of Dave's equity as of the June 2021 Valuation took into consideration the indicated equity value implied by the negotiations as well as the uncertainty inherent in the future key milestones including execution of the Merger Agreement and VPCC's shareholder vote. Similarly, the increase in the common stock value to $345.60 per share in the October 2021 Valuation resulted primarily from an increase in the probability of the near-term SPAC Transaction closing and an increase in the value of common stock in that scenario due to the passage of time and an increase in the SPAC's publicly traded price as compared to the SPAC Transaction's negotiated pre-money valuation. As a result, the increase in Dave's common stock fair value between the valuation dates resulted directly from both the increase in the pre-money valuation and acceleration of the timing of an exit, from the Series B Financing to the Business Combination.

For further details, please refer to Note 2 in our accompanying audited consolidated financial statements for the year ended December 31, 2022 included in this Annual Report on Form 10-K.

Allowance for Unrecoverable Advances

We maintain an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in outstanding Member advances. We currently estimate the allowance balance required using historical



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loss and collections experience, and, if relevant, the nature and volume of the portfolio, economic conditions, and other factors such as cash received subsequent to period-end. Interpretations of the nature of volume of the portfolio and projections of future economic conditions involve a high degree of subjectivity. Changes to the allowance have a direct impact on the provision for unrecoverable advances in the audited consolidated statement of operations.

We consider advances over 120 days past due or which become uncollectible based on information available to us as impaired. All impaired advances are deemed uncollectible and subsequently written-off and are a direct reduction to the allowance for unrecoverable advances. Subsequent recoveries of Member advances written-off, if any, are recorded as a reduction to Member advances when collected, resulting in a reduction to the allowance for unrecoverable advances and a corresponding reduction to the provision for unrecoverable advances expense in the audited consolidated statements of operations.

Income Taxes

We follow ASC 740, Income Taxes ("ASC 740"), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the asset will not be realized.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. We have estimated $0.9 million and $0.5 million of uncertain tax positions as of December 31, 2022 and 2021, respectively, related to state income taxes and federal and state R&D tax credits.

We are subject to income tax in jurisdictions in which we operate, including the United States. For U.S. income tax purposes, we are taxed as a Subchapter C corporation.

We recognize deferred taxes for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. We recorded a valuation allowance against our deferred tax assets, net of certain deferred tax liabilities, at December 31, 2022 and December 31, 2021. Based upon management's assessment of all available evidence, we have concluded that it is more-likely-than-not that the deferred tax assets, net of certain deferred tax liabilities, will not be realized.

Emerging Growth Company Status

We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company and to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of our accompanying audited consolidated financial statements included in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the years ended December 31, 2022 and 2021.



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In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act for emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd- Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audited consolidated financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer's compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (1) the last day of the fiscal year (a) following March 4, 2026, (b) in which we have total annual gross revenue of at least $1.07 billion, (c) in which we are deemed to be a "large accelerated filer" under the rules of the SEC, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year's second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Recently Issued Accounting Standards

Refer to Note 2, "Significant Accounting Policies," of our audited consolidated financial statements included in this report for a discussion of the impact of recent accounting pronouncements.

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