Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Dave Inc./DE | |
Entity Central Index Key | 0001841408 | |
Entity Tax Identification Number | 86-1481509 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40161 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1265 South Cochran Ave | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90019 | |
City Area Code | 844 | |
Local Phone Number | 857-3283 | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | DAVEW | |
Security Exchange Name | NASDAQ | |
Class A common stock [Member} | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 329,656,200 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | DAVE | |
Security Exchange Name | NASDAQ | |
Class V common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,450,639 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 38,558 | $ 32,009 |
Marketable securities | 0 | 8,226 |
Member advances, net of allowance for unrecoverable advances of $22,116 and $11,995 as of September 30, 2022 and December 31, 2021, respectively | 87,608 | 49,013 |
Short-term investments | 185,323 | |
Prepaid income taxes | 691 | 1,381 |
Deferred issuance costs | 5,131 | |
Prepaid expenses and other current assets | 10,117 | 4,443 |
Total current assets | 322,297 | 100,203 |
Property and equipment, net | 914 | 685 |
Lease right-of-use assets (related-party of $796 and $970 as of September 30, 2022 and December 31, 2021, respectively) | 796 | 2,702 |
Intangible assets, net | 9,430 | 7,849 |
Derivative asset on loans to stockholders | 35,253 | |
Debt facility commitment fee, long-term | 87 | 131 |
Restricted cash | 702 | 363 |
Total assets | 334,226 | 147,186 |
Current liabilities: | ||
Accounts payable | 14,654 | 13,044 |
Accrued expenses | 15,704 | 13,045 |
Lease liabilities, short-term (related-party of $274 and $243 as of September 30, 2022 and December 31, 2021, respectively) | 274 | 1,920 |
Legal settlement accrual | 10,050 | 3,701 |
Note payable | 15,051 | |
Credit facility | 20,000 | 20,000 |
Convertible debt, current | 695 | |
Interest payable, convertible notes, current | 25 | |
Other current liabilities | 2,544 | 1,153 |
Total current liabilities | 63,226 | 68,634 |
Lease liabilities, long-term (related-party of $611 and $822 as of September 30, 2022 and December 31, 2021, respectively) | 611 | 970 |
Debt facility, long-term | 45,000 | 35,000 |
Convertible debt, long-term | 101,552 | |
Warrant liabilities | 423 | 3,726 |
Earnout liabilities | 66 | |
Other non-current liabilities | 123 | 119 |
Total liabilities | 211,001 | 108,449 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, par value per share $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Treasury stock | (5) | |
Additional paid-in capital | 266,525 | 86,796 |
Accumulated other comprehensive loss | (3,026) | |
Loans to stockholders | (15,192) | |
Accumulated deficit | (140,311) | (32,897) |
Total stockholders' equity | 123,225 | 38,737 |
Total liabilities, and stockholder' equity | 334,226 | 147,186 |
Class A common stock [Member} | ||
Stockholders' equity: | ||
Common Stock | 32 | 30 |
Class V common stock [Member] | ||
Stockholders' equity: | ||
Common Stock | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Member advances,Allowance for unrecoverable advances | $ 22,116 | $ 11,995 |
Related party lease right of use assets | 796 | 970 |
Related Party Short term lease liabilities | 274 | 243 |
Related Party long term lease liabilities | $ 611 | $ 822 |
Class A common stock [Member} | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 329,596,893 | 297,094,254 |
Common Stock, Shares, Outstanding | 328,010,856 | 297,094,254 |
Common Class V [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 48,450,639 | 48,450,639 |
Common Stock, Shares, Outstanding | 48,450,639 | 48,450,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating revenues: | ||||
Revenues | $ 56,807 | $ 40,198 | $ 145,163 | $ 111,853 |
Operating expenses: | ||||
Provision for unrecoverable advances | 18,353 | 10,760 | 45,995 | 21,693 |
Processing and servicing fees | 9,494 | 6,205 | 23,627 | 16,920 |
Advertising and marketing | 24,090 | 12,949 | 57,087 | 38,844 |
Compensation and benefits | 24,294 | 15,432 | 81,326 | 34,685 |
Other operating expenses | 18,498 | 10,523 | 50,738 | 31,987 |
Total operating expenses | 94,729 | 55,869 | 258,773 | 144,129 |
Other (income) expenses: | ||||
interest income | (1,171) | (470) | (1,831) | (610) |
Interest expense | 2,403 | 709 | 6,246 | 1,494 |
Legal settlement and litigation expenses | 6,845 | 343 | 6,845 | 952 |
Other strategic financing and transactional expenses | 2,209 | 29 | 5,040 | 253 |
Gain on extinguishment of liability | (4,290) | 0 | ||
Changes in fair value of earnout liabilities | 18 | (9,616) | 0 | |
Changes in fair value of derivative asset on loans to stockholders | (9,001) | 5,572 | (33,043) | |
Changes in fair value of warrant liabilities | (748) | 614 | (14,232) | 3,480 |
Total other expenses (income), net | 9,556 | (7,776) | (6,266) | (27,474) |
Net loss before provision (benefit) for income taxes | (47,478) | (7,895) | (107,344) | (4,802) |
Provision (benefit) for income taxes | 26 | (6) | 70 | (1) |
Net loss | $ (47,504) | $ (7,889) | $ (107,414) | $ (4,801) |
Net (loss) income per share | ||||
Basic | $ (0.13) | $ (0.06) | $ (0.29) | $ (0.04) |
Diluted | $ (0.13) | $ (0.06) | $ (0.29) | $ (0.04) |
Weighted-average shares used to compute net loss per share | ||||
Basic | 374,507,465 | 137,833,983 | 368,843,244 | 135,678,324 |
Diluted | 374,507,465 | 137,833,983 | 368,843,244 | 135,678,324 |
Service based revenue, net [Member] | ||||
Operating revenues: | ||||
Revenues | $ 52,795 | $ 37,338 | $ 135,054 | $ 104,142 |
Transaction based revenue, net [Member] | ||||
Operating revenues: | ||||
Revenues | $ 4,012 | $ 2,860 | $ 10,109 | $ 7,711 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss | $ (47,504) | $ (7,889) | $ (107,414) | $ (4,801) |
Unrealized loss on available-for-sale securities, net of tax $0 and $0 | (596) | (3,026) | ||
Comprehensive loss | $ (48,100) | $ (7,889) | $ (110,440) | $ (4,801) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized loss on available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholders' Equity - USD ($) | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Currently Stated [Member] | Preferred Stock [Member] Series A convertible preferred stock [Member] | Preferred Stock [Member] Series A convertible preferred stock [Member] Previously Reported [Member] | Preferred Stock [Member] Series A convertible preferred stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Series B-1 convertible preferred stock [Member] | Preferred Stock [Member] Series B-1 convertible preferred stock [Member] Previously Reported [Member] | Preferred Stock [Member] Series B-1 convertible preferred stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Series B-2 convertible preferred stock [Member] | Preferred Stock [Member] Series B-2 convertible preferred stock [Member] Previously Reported [Member] | Preferred Stock [Member] Series B-2 convertible preferred stock [Member] Revision of Prior Period, Adjustment [Member] | Common stock [Member] | Common stock [Member] Previously Reported [Member] | Common stock [Member] Revision of Prior Period, Adjustment [Member] | Common stock [Member] Common stock Class A [Member] | Common stock [Member] Common stock Class A [Member] Revision of Prior Period, Adjustment [Member] | Common stock [Member] Common stock Class A [Member] Currently Stated [Member] | Common stock [Member] Common stock Class V [Member] | Common stock [Member] Common stock Class V [Member] Revision of Prior Period, Adjustment [Member] | Common stock [Member] Common stock Class V [Member] Currently Stated [Member] | Additional paid-in capital [Member] | Additional paid-in capital [Member] Previously Reported [Member] | Additional paid-in capital [Member] Revision of Prior Period, Adjustment [Member] | Additional paid-in capital [Member] Currently Stated [Member] | Loans to stockholders [Member] | Loans to stockholders [Member] Previously Reported [Member] | Loans to stockholders [Member] Currently Stated [Member] | Treasury stock [Member] | Treasury stock [Member] Previously Reported [Member] | Treasury stock [Member] Currently Stated [Member] | Accumulated other comprehensive loss | Accumulated Deficit [Member] | Accumulated Deficit [Member] Previously Reported [Member] | Accumulated Deficit [Member] Currently Stated [Member] |
Beginning balance at Dec. 31, 2020 | $ (22,329,000) | $ 49,844,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | $ 100 | $ 29,000 | $ 5,000 | $ 5,493,000 | $ 77,632,000 | $ (14,764,000) | $ (14,764,000) | $ (154,000) | $ (154,000) | $ (12,904,000) | $ (12,904,000) | ||||||||||||||||||||
Beginning balance, Shares at Dec. 31, 2020 | 133,216,940 | 13,326,050 | 3,991,610 | 100,223,194 | 291,948,352 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Shares) at Dec. 31, 2020 | (133,216,940) | (13,326,050) | (3,991,610) | (100,223,194) | 291,948,352 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Value) at Dec. 31, 2020 | $ 72,173,000 | $ (9,881,000) | $ (49,675,000) | $ (12,617,000) | $ (100) | $ 29,000 | $ 5,000 | $ 72,139,000 | ||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Value) | $ 1,375,000 | $ 1,375,000 | ||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Shares) | 3,187,574 | |||||||||||||||||||||||||||||||||||
Vesting of stock option early exercises | 75,000 | 75,000 | ||||||||||||||||||||||||||||||||||
Stockholder loans | (208,000) | $ (357,000) | $ 149,000 | |||||||||||||||||||||||||||||||||
Stockholder Loans (Shares) | 59,904 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 6,342,000 | 6,342,000 | ||||||||||||||||||||||||||||||||||
Net loss | (4,801,000) | $ (4,801,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 52,627,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 29,000 | $ 5,000 | 85,424,000 | (15,121,000) | (5,000) | $ 0 | (17,705,000) | ||||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | 295,195,830 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 56,566,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 29,000 | $ 5,000 | 81,403,000 | (14,901,000) | (154,000) | 0 | (9,816,000) | ||||||||||||||||||||||||
Beginning balance, Shares at Jun. 30, 2021 | 0 | 0 | 0 | 0 | 294,785,673 | 48,450,639 | ||||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Value) | 465,000 | 465,000 | ||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Shares) | 350,253 | |||||||||||||||||||||||||||||||||||
Stockholder loans | (71,000) | (220,000) | 149,000 | |||||||||||||||||||||||||||||||||
Stockholder Loans (Shares) | 59,904 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 3,556,000 | 3,556,000 | ||||||||||||||||||||||||||||||||||
Net loss | (7,889,000) | (7,889,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 52,627,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 29,000 | $ 5,000 | 85,424,000 | (15,121,000) | (5,000) | 0 | (17,705,000) | ||||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | 295,195,830 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 38,737,000 | $ (33,436,000) | $ 38,737,000 | $ 9,881,000 | $ 49,675,000 | $ 12,617,000 | $ 100 | $ 30,000 | $ 5,000 | $ 14,658,000 | $ 86,796,000 | $ (15,192,000) | $ (15,192,000) | $ (5,000) | $ (5,000) | $ (32,897,000) | $ (32,897,000) | |||||||||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 133,216,940 | 13,326,050 | 3,991,610 | 104,022,678 | 297,094,254 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Shares) at Dec. 31, 2021 | (133,216,940) | (13,326,050) | (3,991,610) | (104,022,678) | 297,094,254 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance, Retroactive application of recapitalization (Value) at Dec. 31, 2021 | $ 72,173,000 | $ (9,881,000) | $ (49,675,000) | $ (12,617,000) | $ (100) | $ 30,000 | $ 5,000 | $ 72,138,000 | ||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Value) | 1,655,000 | 1,655,000 | ||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for stock option exercises (Shares) | 7,324,118 | |||||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to the PIPE financing (Value) | 210,001,000 | $ 2,000 | 209,999,000 | |||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to the PIPE financing (Shares) | 21,000,000 | |||||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to the Merger Agreement (Value) | (26,701,000) | $ 1,000 | (26,702,000) | |||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to the Merger Agreement (Shares) | 6,765,322 | |||||||||||||||||||||||||||||||||||
Exercise of Series B-1 preferred stock warrants, net of settlement (Value) | 3,365,000 | 3,365,000 | ||||||||||||||||||||||||||||||||||
Exercise of Series B-1 preferred stock warrants, net of settlement (Shares) | 450,841 | |||||||||||||||||||||||||||||||||||
Conversion of 2019 convertible notes and accrued interest to Class A common stock (Value) | 720,000 | 720,000 | ||||||||||||||||||||||||||||||||||
Conversion of 2019 convertible notes and accrued interest to Class A common stock (Shares) | 225,330 | |||||||||||||||||||||||||||||||||||
Repurchase of Class A common stock (Value) | (1,583,000) | (1,588,000) | 5,000 | |||||||||||||||||||||||||||||||||
Repurchase of Class A common stock (Shares) | (198,505) | |||||||||||||||||||||||||||||||||||
Exercise of warrant for Class A common stock (Shares) | 110 | |||||||||||||||||||||||||||||||||||
Stockholder loans interest | (12,000) | (12,000) | ||||||||||||||||||||||||||||||||||
Exercise of derivative asset and paydown of stockholder loans (Value) | $ (29,682,000) | $ (1,000) | (44,885,000) | 15,204,000 | ||||||||||||||||||||||||||||||||
Exercise of derivative asset and paydown of stockholder loans (Shares) | (6,014,250) | |||||||||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises, Shares | 3,623,359 | |||||||||||||||||||||||||||||||||||
Extinguishmetn of liability | $ 3,150,000 | 3,150,000 | ||||||||||||||||||||||||||||||||||
Extinguishmetn of liability (in Shares) | 1,363,636 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 34,015,000 | 34,015,000 | ||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | (3,026,000) | (3,026,000) | ||||||||||||||||||||||||||||||||||
Net loss | (107,414,000) | (107,414,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 123,225,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 32,000 | $ 5,000 | 266,525,000 | (3,026,000) | (140,311,000) | ||||||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2022 | 0 | 0 | 0 | 0 | 328,010,856 | 48,450,639 | ||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 163,272,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 32,000 | $ 5,000 | 258,472,000 | $ 0 | $ 0 | (2,430,000) | (92,807,000) | ||||||||||||||||||||||||
Beginning balance, Shares at Jun. 30, 2022 | 0 | 0 | 0 | 0 | 324,085,849 | 48,450,639 | ||||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises, Value | 87,000 | 87,000 | ||||||||||||||||||||||||||||||||||
Issuance of common stock for stock option exercises, Shares | 3,925,007 | |||||||||||||||||||||||||||||||||||
Stock-based compensation | 7,966,000 | 7,966,000 | ||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | (596,000) | (596,000) | ||||||||||||||||||||||||||||||||||
Net loss | (47,504,000) | (47,504,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 123,225,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 32,000 | $ 5,000 | $ 266,525,000 | $ (3,026,000) | $ (140,311,000) | ||||||||||||||||||||||||||
Ending balance, Shares at Sep. 30, 2022 | 0 | 0 | 0 | 0 | 328,010,856 | 48,450,639 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (107,414) | $ (4,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,549 | 2,089 |
Provision for unrecoverable advances | 45,995 | 21,693 |
Changes in fair value of derivative asset on loans to stockholders | 5,572 | (33,043) |
Changes in fair value of earnout liabilities | (9,616) | 0 |
Changes in fair value of warrant liabilities | (14,232) | 3,480 |
Gain on extinguishment of liability | (4,290) | 0 |
Stock-based compensation | 34,074 | 6,342 |
Non-cash interest | 1,534 | (605) |
Non-cash lease expense | (99) | 103 |
Changes in fair value of marketable securities and short-term investments | (776) | 0 |
Changes in operating assets and liabilities: | ||
Member advances, service revenue | (5,351) | (1,688) |
Prepaid income taxes | 690 | 1,307 |
Prepaid expenses and other current assets | (5,276) | 635 |
Accounts payable | 3,565 | 6,038 |
Accrued expenses | 3,057 | 4,512 |
Legal settlement accrual | 6,349 | 0 |
Other current liabilities | (275) | (2,001) |
Other non-current liabilities | 0 | (40) |
Interest payable, convertible notes | 0 | 9 |
Net cash (used in) provided by operating activities | (40,944) | 4,030 |
Investing activities | ||
Payments for internally developed software costs | (6,442) | (3,915) |
Purchase of property and equipment | (510) | (216) |
Net disbursements and collections of Member advances | (77,629) | (26,129) |
Purchase of short-term investments | (197,799) | 0 |
Sale and maturity of short-term investments | 10,249 | 0 |
Purchase of marketable securities | (300,641) | (4) |
Sale of marketable securities | 308,844 | 3,915 |
Net cash used in investing activities | (263,928) | (26,349) |
Financing activities | ||
Repayment on line of credit | 0 | (3,910) |
Proceeds from PIPE offering | 195,000 | 0 |
Proceeds from escrow account | 29,688 | 0 |
Payment of issuance costs | (23,005) | (3,589) |
Proceeds from issuance of common stock for stock option exercises | 1,660 | 1,375 |
Repurchase of common stock | (1,583) | 0 |
Proceeds from borrowings on convertible debt | 100,000 | 45,000 |
Proceeds from borrowings on debt and credit facilities | 10,000 | 0 |
Net cash provided by financing activities | 311,760 | 38,876 |
Net increase in cash and cash equivalents and restricted cash | 6,888 | 16,557 |
Cash and cash equivalents and restricted cash, beginning of the period | 32,372 | 5,069 |
Cash and cash equivalents and restricted cash, end of the period | 39,260 | 21,626 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease right of use assets recognized | 0 | 2,514 |
Operating lease liabilities recognized | 0 | 2,514 |
Property and equipment purchases in accounts payable | 4 | 47 |
Conversion of convertible preferred stock to Class A common stock in connection with the reverse recapitalization | 72,173 | 0 |
Recapitalization transaction costs liability incurred | 7,500 | 0 |
Conversion of convertible notes and accrued interest to Class A common stock in connection with the reverse recapitalization | 720 | 0 |
Conversion of B-1 Warrants to Class A common stock in connection with the reverse recapitalization | 3,365 | 0 |
Discharge of PIPE promissory note in connection with the reverse recapitalization | 15,000 | 0 |
Vesting of common stock exercised early | 0 | 75 |
Amendment to loan to stockholder | 0 | 145 |
Supplemental disclosure of cash (received) paid for: | ||
Income taxes | (644) | (1,271) |
Interest | 3,761 | 1,222 |
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheet with the same as shown in the condensed consolidated statement of cash flows | ||
Cash and cash equivalents | 38,558 | 21,307 |
Restricted cash | 702 | 319 |
Total cash, cash equivalents, and restricted cash, end of period | $ 39,260 | $ 21,626 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Nature of Business | Note 1 Organization and Nature of Business Overview Dave Inc. (“Dave” or the “Company”), a Delaware corporation, with headquarters located in Los Angeles, California, is a financial services company. Dave was originally incorporated in the State of Delaware on January 14, 2021 as a special purpose acquisition company under the name VPC Impact Acquisition Holdings III, Inc. (“VPCC”) and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business. Dave offers a suite of innovative financial products aimed at helping Members improve their financial health. The Company’s budgeting tool helps Members manage their upcoming bills to avoid overspending. To help Members avoid punitive overdraft fees and access short-term liquidity, Dave offers cash advances through its flagship 0% interest ExtraCash product. Dave also helps Members generate extra income for spending or emergencies through Dave’s Side Hustle product, where Dave presents Members with supplemental work opportunities. Through Dave Banking, the Company provides a modern checking account experience with valuable tools for building long-term financial health. Insights: As spending and earning dynamics have become more complex over time, the Company offers a personal financial management tool to support Members with budgeting, wherever someone banks. These insights help people to manage their income and expenses between paychecks, helping them to spend and save in a smarter way and avoid liquidity jams that may cause them to overdraft. ExtraCash: Many Americans are often unable to maintain a positive balance between paychecks, driving a reliance on overdraft, payday loans, auto title loans and other forms of expensive credit to put food on the table, gas in their car or pay for unexpected emergencies. For example, traditional banks charge up to $34 for access to as little as $5 of overdraft, whereas many others in the financial services sector do not allow for overdraft at all. Dave invented a free overdraft and short-term credit alternative called ExtraCash, which allows Members to advance funds to their account and avoid a fee altogether. Members may now receive an advance of up to $500 and may only have one advance outstanding at any given time. Side Hustle: Dave seeks to help Members improve their financial health by presenting new job opportunities to them. Through Dave’s partnership with leading employers, Members can quickly submit applications and improve their income with flexible employment. Dave Banking: Dave offers a full-service digital checking account through its partnership with Evolve Bank and Trust (“Evolve”). The Dave Spending Account does not have overdraft or minimum balance fees. Business Combination On January 5, 2022 (the “Closing Date”), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as “Legacy Dave”), VPCC, Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned Subsidiaries of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct wholly owned Subsidiaries of VPCC (“Second Merger Sub”). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the “First Merger”), with Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger”, the Second Merger together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”), with Second Merger Sub (such entity, following the Second Merger, the “Surviving Entity”) surviving the Second Merger as a wholly owned subsidiary of VPCC. Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”. On January 5, 2022, the holders of (a) Legacy Dave capital stock and (b) Legacy Dave’s options to purchase Legacy Dave capital stock pursuant to Legacy Dave’s stock plan (the “Legacy Dave Options”), received aggregate merger consideration, consisting of 327,255,618 shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and 48,450,639 shares of Class V common stock of the Company, par value $0.0001 per share (the “Class V Common Stock”, and together with the Class A Common Stock, the “Common Stock”). The Company’s Class A Common Stock is now listed on the Nasdaq Global Market under the symbol “DAVE”, and warrants to purchase the Class A Common Stock at an exercise price of $11.50 per share are listed on Nasdaq under the symbol “DAVEW”. The audited consolidated 10-K consolidated 8-K/A 8-K 8-K/A”) COVID-19 There are many uncertainties regarding the current global pandemic involving a novel strain of coronavirus (“COVID-19”), COVID-19 Non-Compliance with Nasdaq Listing Requirements On July 27, 2022, the Company received written notice (the “Notice”) from the Nasdaq Listing Qualifications Department notifying the Company that, based on the closing bid price of the Company’s Class A Common Stock, for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. Pursuant to the Nasdaq listing rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Class A Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to January 23, 2023, and the Company must otherwise satisfy The Nasdaq Global Market’s requirements for continued listing. If the Company does not regain compliance by January 23, 2023, it may be eligible for an additional 180 calendar day compliance period if it elects (and meets the listing standards) to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company would be required, among other things, to meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, the Class A Common Stock will be subject to delisting. The Company intends to monitor the closing bid price of the Class A Common Stock and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement, including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with The Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant us a further extension of time to regain compliance, if applicable. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Restatement of Previously Issued Financial Statements | Note 2 Restatement of Previously-Issued Financial Statements In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the quarter ended June 30, 2022, management became aware of a classification error in the condensed consolidated statements of cash flows for the nine months ended September 30, 2021. The Company previously presented cash flow from Member advances, which includes disbursements, collections and service revenue, as operating activities. The Company identified that disbursements and collections of Member advances should be part of investing activities while service revenue should remain under operating activities. The Company corrected this error by reclassifying the net disbursements and collections portion of the Member advances cash flow from operating activities to “Net disbursements and collections of Member advances” under investing activities in the condensed consolidated statements of cash flows. The Company also updated the financial line item for the service revenue portion in operating activities from “Member advances” to “Member advances, service revenue”. This error only impacted the condensed consolidated statements of cash flows. The following table presents the impact of this error correction in the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 (in thousands): For the Nine Months Ended September 30, 2021 As Reported Adjustment As Restated Operating activities Member advances, service revenue $ (27,817 ) $ 26,129 $ (1,688 ) Net cash (used in) provided by operating activities $ (22,099 ) $ 26,129 $ 4,030 Investing a Net disbursements and collections of Member advances $ — $ (26,129 ) $ (26,129 ) Net cash used in investing activities $ (220 $ (26,129 ) $ (26,349 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. These unaudited condensed consolidated financial statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with U.S. GAAP and should be read in conjunction with the Company’s consolidated financial statements. The accompanying (a) unaudited condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements for the quarter ended September 30, 2022 have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K In addition to the adjustments to record the Business Combination between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period. Retroactive Application of Reverse Recapitalization As discussed in Note 4, The Reverse Recapitalization and Related Transactions, the Business Combination is accounted for as a reverse recapitalization of equity structure. Pursuant to U.S. GAAP, the Company recasts its Consolidated Statements of Stockholders’ Equity from December 31, 2020 to the Closing Date, the total stockholder’s equity within the Company’s Consolidated Balance Sheet as of December 31, 2021, and the weighted average outstanding shares basic and diluted for the year ended December 31, 2021 by applying the recapitalization retroactively. In addition, the Company recasts the stock class and issued and outstanding number of shares, exercise prices of options , Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholders’ Equity Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Series A preferred stock Legacy Dave were automatically converted into Legacy Dave common stock at a 1:1 ratio and Series B-1 B-2 Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Stockholders’ Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021. The basic and diluted weighted-average Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets Finally, to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Stockholders’ Equity, the Company reclassified the $9,881 of Legacy Dave Series A convertible preferred stock, $49,675 of Legacy Dave Series B-1 B-2 paid-in Principles of Consolidation The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. Variable Interest Entities The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet are as follows: As of September 30, As of December 31, Assets Cash and cash equivalents $ 14,736 $ 26,239 Member advances, net of allowance for 44,874 35,835 Debt and credit facility commitment fee, current 117 470 Debt facility commitment fee, long-term 87 131 Total assets $ 59,814 $ 62,675 Liabilities Accounts payable $ 531 $ 411 Credit facility 20,000 20,000 Debt facility 45,000 35,000 Other current liability — 400 Warrant liability — 3,726 Total liabilities $ 65,531 $ 59,537 Use of Estimates The preparation of these condensed consolidated financial statements requires the Company 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 or Revenue Recognition Below is detail of operating revenues (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Service based revenue, net Processing fees, net $ 29,793 $ 21,032 $ 74,624 $ 57,410 Tips 17,496 12,005 45,991 33,067 Subscriptions 5,192 4,059 13,691 13,055 Other 314 242 748 610 Transaction based revenue, net 4,012 2,860 10,109 7,711 Total $ 56,807 $ 40,198 $ 145,163 $ 111,853 Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under Accounting Standards Codification (“ASC”) 310 Receivables (“ASC 310”). Processing Fees, Net Express processing fees apply when a Member requests an expedited cash advance. At the Member’s election, the Company expedites the funding of advance funds within eight hours of the advance request, as opposed to the customary three business days. Express fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the three and nine months ended September 30, 2022 was approximately $1.5 million and $3.6 million, respectively. During the three and nine months ended September 30, 2021 we recognized direct origination costs as a reduction of advance-related income of approximately $1.1 million and $2.9 million, respectively. Tips The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. Subscriptions The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company must identify the contract with a Member, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies the performance obligations. The Company has evaluated the nature of its contracts with Members and determined that further disaggregation of revenue from contracts with Members into categories beyond what is presented in the condensed consolidated statements of operations was not necessary. For revenue sources that are within the scope of Topic 606, the Company fully satisfies its performance obligations and recognizes revenue in the period it is earned as services are rendered. Transaction prices are typically fixed, charged on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Sources of revenue from contracts with Members that are in the scope of ASC 606 include subscription fees, lead generation fees, and reward program fees. Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the monthly subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members use the application to sign up for jobs with the Company’s various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also offers a reward program to enable Dave debit card Members to earn subscription credits. The Company also offers a rewards program to enable eligible Dave debit card Members to earn subscription credits by spending funds with selected vendors. The program is managed by a third-party service provider and cash received by the Company from the third-party service provider is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of interchange and was , and, was Processing and Servicing Fees Processor fees consist of fees paid to the Company’s processors for the recovery of advances, processing fees, tips and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. Marketable Securities Marketable securities consist of investment in a money market mutual fund. The Company carries this investment at fair value and the fair value is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. Short-Term Investments Short-term investments consist of corporate bonds and notes, asset backed securities, and government securities and are classified as “available-for-sale”, non-credit Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in outstanding Member advances. Management currently estimates 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. Interpretations of past cash recovery patterns 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 condensed consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the condensed consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within Other general and administrative expenses in the condensed consolidated statements of operations. Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. The Company’s accounting policy is to perform annual reviews of capitalized internally developed software projects to determine whether any indicators are present as of December 31, or whenever a change in circumstances suggests an indicator is present. If any indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted cash flows attributed to the asset group to their carrying value. If the undiscounted cash flows expected to result from the remaining use of the asset (i.e., cash flows when testing recoverability) are less than the asset group’s carrying value, the Company will determine the fair value of the asset group and recognize an impairment loss as the amount by which the carrying value of the asset group exceeds its fair value. If based on the results of the recoverability test, no impairment is indicated as the remaining undiscounted cash flows exceed the carrying value of the software asset group, the carrying value of the asset group as of the assessment date is deemed fully recoverable. In addition, the Company evaluates the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying value of the intangible asset shall be amortized prospectively over that revised remaining useful life. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the condensed consolidated statements of operations. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying values of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying value of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying value exceeds its fair value calculated using the present value of estimated net future cash flows. Warrants The Company reviewed the terms of warrants to purchase its Common Stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC Subtopic 815-40, Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ — $ — $ — $ — Short-term investments — 185,323 — $ 185,323 Total assets $ — $ 185,323 $ — $ 185,323 Liabilities Warrant liabilities - public warrants $ 197 $ — $ — $ 197 Warrant liabilities - private placement warrants — — 226 226 Earnout liabilities — — 66 66 Total liabilities $ 197 $ — $ 292 $ 489 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, net, restricted cash, accounts payable, and accrued expenses, and believes the carrying values approximate the fair values due to the short-term nature of these balances. The debt facility, convertible debt, and credit facility are not measured at fair value on a recurring basis. The fair values of the debt facility, convertible debt, and credit facility approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of identical items in active markets multiplied by the number of securities owned. Short-Term Investments: The following describes the valuation techniques used by the Company to measure the fair value of short-term investments held as of September 30, 2022 and December 31, 2021. U.S. Government Securities The fair value of U.S. government securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. U.S. government securities are categorized in Level 2 of the fair value hierarchy. Corporate Bonds and Notes The fair value of corporate bonds and notes is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Asset-Backed Securities The fair value of these asset-backed securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Derivative Asset Related to Loans to Stockholders: In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Company’s Common Stock, held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of the date of the Business Combination, the exercise price per share was approximately $3.42. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815, Derivatives and Hedging (“ASC 815”). Therefore, the Company does not believe the call option meets the scope exception under ASC 815. As the scope exception is not met, the call option is accounted for as a derivative instrument. Accordingly, the call option was measured at fair value and presented as a derivative asset on loans to stockholders on the Company’s condensed consolidated balance sheets. Interest earned on the non-recourse promissory notes was reported as interest income and changes in the fair value of the call option were reported as other income or expense in the period incurred. The call option was measured at fair value at the end of each reporting period with change in fair value recorded in earnings. The fair value of the call option as of September 30, 2022 and December 31, 2021, was $ and $ million, respectively. Upon consummation of the Business Combination in January 2022, all of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders of $ million and the contra-equity Loans to Stockholders of $ million with APIC being the offsetting entry. A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at September 30, 2022 $ — The Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: December 31, 2021 Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 15, Debit and Credit Facility, in January 2021, the Company issued warrants contemporaneously with a debt facility that met the definition of a derivative under ASC 815. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a loan commitment fees asset. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The gain related to the change in fair value of the warrant liability in the three and nine months ended September 30, 2022, was $0 million and $0.4 million, respectively, which is presented within changes in fair value of warrant liability in the condensed consolidated statements of operations. Immediately prior to the close of the Business Combination, all, or 1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock pursuant to the terms of the Business Combination. A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the period (361 ) Exercise of warrant (3,365 ) Ending value at September 30, 2022 $ — The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the period ended December 31, 2021: December 31, 2021 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 13, Notes Payable, the Company has elected to measure the note payable at fair value using the fair value option of ASC 825-10. , 815-15-25-1 , A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the period (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at September 30, 2022 $ — Public Warrants: As discussed further in Note 14, Warrant Liabilities, in January 2022, upon completion of the Business Combination, public warrants were automatically converted to warrants to purchase Common Stock of the Company. These public warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash during Private Warrants: As discussed further in Note 14, Warrant Liabilities, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company. These private warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash derivative liability during A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 6,681 Change in fair value during the period (6,455 ) Ending value at September 30, 2022 $ 226 The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 92.8 % Risk-free interest rate 4.1 % Remaining term 4.26 years Dividend yield 0 % Earnout Shares Liability: As discussed further in Note 4, The Reverse Recapitalization and Related Transactions, as part of the recapitalization, 1,586,037 shares of Class A Common Stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over the five year term following the Closing Date (“Founder Holder Earnout Shares”). These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The (loss) gain related to the change in fair value of the Founder Holder Earnout Shares liabilities in the three and nine months ended September 30, 2022, was approximately ($ ) A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 9,682 Change in fair value during the period (9,616 ) Ending value at September 30, 2022 $ 66 The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 77.5 % Risk-free interest rate 4.1 % Remaining term 4.27 Dividend yield 0 % There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. Fair Value of Common Stock Up until the Closing of the Business Combination in which the Company became publicly traded on Nasdaq, the Company was required to estimate the fair value of the Common Stock underlying the Company’s share-based awards. The fair value of the Common Stock underlying the Company’s stock-based awards was determined, in each case, based on a valuation model as discussed further below, and was approved by the Company’s Board of Directors. The Company’s 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. In the absence of a pu |
The Reverse Recapitalization an
The Reverse Recapitalization and Related Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization And Related Transactions [Abstract] | |
The Reverse Recapitalization and Related Transactions | Note 4 The Reverse Recapitalization and Related Transactions On the Closing Date, the Company consummated the previously announced mergers contemplated by the Business Combination Agreement. In connection with the closing of the Business Combination, the Company changed the name from “VPC Impact Acquisition Holdings III, Inc.” to “Dave Inc.,” and the Surviving Entity operates under the name “Dave Operating LLC.” Upon the consummation of the Business Combination, in accordance with the terms and conditions of the Business Combination Agreement, all issued and outstanding Legacy Dave common stock was converted into shares of Common Stock at the Exchange Ratio. At closing, VPCC transaction costs of $22.6 million were paid, which reduced the proceeds from VPCC and reduced APIC. Additionally, $5.1 million of the costs were capitalized and included within deferred issuance costs in the consolidated balance sheet for the years ended December 31, 2021, and reduced APIC at closing. The remaining $7.5 million in transaction costs were accrued for at closing. Upon closing the Business Combination, Legacy Dave received $7.0 million in cash proceeds after transactions costs of $22.6 million were paid and released from VPCC’ trust account, net of redemptions of $224.2 million. At closing, each non-redeemed Upon consummation of the Business Combination, the shares of Legacy Dave held by Legacy Dave shareholders converted into 342,638,866 shares of Common Stock, including 294,188,227 shares of Class A Common Stock and 48,450,639 shares of Class V Common Stock. While the legal acquirer in the Business Combination was VPCC, for accounting and financial reporting purposes under U.S. GAAP, Legacy Dave is the accounting acquirer and the Business Combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Dave in many respects. Under this method of accounting, VPCC was treated as the “acquired” company. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Dave became the historical consolidated financial statements of Dave, and VPCC’s assets and liabilities were consolidated with Legacy Dave’s on the Closing Date. Operations prior to the Business Combination are presented as those of Dave in reports subsequent to the Closing Date. The net assets of VPCC were recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions): Cash $ 202.0 Other assets 0.7 Accrued expense (0.2 ) Earnout liabilities (As Restated) (9.7 ) Warrant liability — Public (7.6 ) Warrant liability — Private (6.7 ) Net assets acquired (As Restated) $ 178.5 Additionally, as part of the recapitalization, 5,392,528 shares of VPCC Class A common stock held by founders of VPCC (the “Founder Holders”) were exchanged with 5,392,528 shares of Dave Class A Common Stock, 1,586,037 (or “Founder Holder Earnout Shares”) of which will be subject to forfeiture if the vesting condition is not met over the five year term following the Closing Date as follows: Sixty percent (60%) of the Founder Holder Earnout Shares (951,622 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event I, which is defined as the first date on which the Common Share Price is equal to or greater than twelve dollars and fifty cents ($12.50) after the Closing Date, but within the Earnout Period (as defined in the Business Combination Agreement); provided, that (i) in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least twelve dollars and fifty cents ($12.50) to each share of Class A Common Stock (as agreed in good faith by the Sponsor and the Board), then Triggering Event I shall be deemed to have occurred and; (ii) in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price (as defined in the Business Combination Agreement) threshold (i.e., twelve dollars and fifty cents ($12.50)) will, for all purposes of the Business Combination Agreement (and an agreement with the Founder Holders (the “Founder Holder Agreement”)), in each case be equitably adjusted to reflect such change; and The remaining Founder Holder Earnout Shares (634,415 Founder Holder Earnout Shares) shall immediately become fully vested and no longer subject to forfeiture upon the occurrence of Triggering Event II, which is defined as the first date on which the Common Share Price is equal to or greater than fifteen dollars ($15.00) after the Closing Date, but within the Earnout Period; provided that (iii) in the event of a change of control pursuant to which Dave Stockholders receive, or have the right to receive, cash, securities or other property attributing a value of at least fifteen dollars ($15.00) to each share of Class A Common Stock (as agreed in good faith by Sponsor and the Board), then Triggering Event II shall be deemed to have occurred and; (iv) in the event that, and as often as, the number of outstanding shares of Class A Common Stock is changed by reason of any dividend, subdivision, reclassification, recapitalization, split, combination, exchange or any similar event, then the applicable Common Share Price threshold (i.e., fifteen dollars ($15.00)) will, for all purposes of the Business Combination Agreement (and the Founder Holder Agreement), in each case be equitably adjusted to reflect such change. The Founder Holder Earnout Shares were recognized at fair value upon the closing of the Business Combination and classified as a liability. The issuance of the Founder Holder Earnout Shares will be recorded as a liability with the offsetting amount within APIC because the Business Combination is accounted for as a reverse recapitalization. The Founder Holder Earnout Shares will be remeasured to fair value at each reporting period end with changes in fair value going through the statements of operations. Pursuant to the terms of the Business Combination Agreement, all of the issued and outstanding Series A, Series B-1 B-2 Concurrently with the execution of the Business Combination Agreement, VPCC entered into Subscription Agreements (the “Subscription Agreement”) with certain investors (the “Subscription Investors”) pursuant to which the Subscription Investors agreed to purchase, and the Company agreed to sell to the Subscription Investors, an aggregate of 21,000,000 shares of the Class A Common Stock for a purchase price of $10 per share, or an aggregate of $210 million in gross cash proceeds (the “PIPE Financing”). On August 17, 2021 Alameda Research, a Subscription Investor agreed to pre-fund The number of shares of Common Stock issued immediately following the consummation of the Business Combination were as follows: Class A Class V Common stock outstanding on December 31, 2021 92,436,304 48,450,639 Common stock activity between December 31, 2021 and January 5, 2022 Exercise of derivative asset and paydown of stockholder loans (6,014,250 ) — Issuance of Class A Common Stock for stock option exercises 2,630,557 — Repurchase of Class A Common Stock (198,505 ) — Common Stock outstanding prior to the Business Combination 88,854,106 48,450,639 Conversion of preferred stock to Class A Common Stock 204,657,950 — Class A Common Stock attributable to VPCC 2,958,831 — Adjustment related to Reverse Recapitalization* 207,616,781 — Founder Holder shares 3,806,491 — Conversion of 2019 convertible notes and accrued interest to Class A common stock 225,330 — Exercise of Series B-1 450,841 — Issuance of Class A common stock pursuant to the PIPE financing 21,000,000 — Total shares of common stock as of closing of Business Combination and related transactions 321,953,549 48,450,639 * The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) approximately $178.5 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) approximately $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. There were 32,078,481 Dave options outstanding immediately after the Business Combination. Following the Business Combination, Dave warrants to purchase 11,444,235 shares of Class A Common Stock, consisting of (i) 6,344,131 public warrants listed on the Nasdaq and (ii) 5,100,214 private warrants, each with an exercise price of $11.50 per share, remained outstanding. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 5 Marketable Securities Below is detail regarding marketable securities (in thousands): September 30, 2022 December 31, 2021 Marketable securities $ — $ 8,226 Total $ — $ 8,226 At December 31, 2021, the Company’s marketable securities consisted of investments in a publicly traded money market mutual fund with a ticket symbol SSPXX. The underlying money market instruments were primarily comprised of certificates of deposit and financial company asset backed commercial paper. At December 31, 2021, the investment portfolio had a weighted-average maturity of 46 days. The gain (loss) recognized in connection with the investment in marketable securities for the three and nine months ended September 30, 2022, was insignificant and recorded as a component of interest income in the condensed consolidated statements of operations. The gain (loss) recognized in connection with the investment in marketable securities for the three and nine months ended September 30, 2021, was insignificant and recorded as a component of interest income in the condensed consolidated statements of operations. |
Short-term investments
Short-term investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term investments | Note 6 Short-term investments Below is a summary of short-term investments, which are measured at fair value as of September 30, 2022 (in thousands): Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 165,503 $ — $ (2,905 ) $ 162,598 Asset-backed securities 19,895 — (104 ) 19,791 Government securities 2,951 — (17 ) 2,934 Total $ 188,349 $ — $ (3,026 ) $ 185,323 At September 30, 2022, the Company’s short-term investments consisted of investments in corporate bonds and notes, asset backed securities, and government securities with varying maturity dates between 2022 through 2027. Proceeds from sales and maturities of short-term investments during the nine million. Purchases of short-term investments during the nine months ended September 30, 2022 were $197.8 million. The unrealized loss recorded in connection with the investment in short-term investments for the three and nine months ended September 30, 2022, was approximately $0.6 million and $3.0 million, respectively, and recorded as a separate component of income in the condensed consolidated statement of comprehensive income. At December 31, 2021, the Company had no short-term investments. |
Member Cash Advances, Net
Member Cash Advances, Net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Member Cash Advances, Net | Note 7 Member Cash Advances, Net Below is detail regarding Member cash advances, net as of September 30, 2022 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 72,474 $ (1,703 ) $ 70,771 11-30 13,381 (3,368 ) 10,013 31-60 9,801 (5,990 ) 3,811 61-90 7,856 (5,921 ) 1,935 91-120 6,212 (5,134 ) 1,078 Total $ 109,724 $ (22,116 ) $ 87,608 Below is detail regarding Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 Member advances, net, represent outstanding advances, tips, and processing fees, net of direct origination costs, less an allowance for unrecoverable advances. The roll-forward of the allowance for unrecoverable advances is as follows (dollars in thousands): Opening allowance balance at January 1, 2022 $ 11,995 Plus: provision for unrecoverable advances 45,995 Less: amounts written-off (35,874 ) Ending allowance balance at September 30, 2022 $ 22,116 Opening allowance balance at January 1, 2021 $ 12,580 Plus: provision for unrecoverable advances 21,693 Less: amounts written-off (22,933 ) Ending allowance balance at September 30, 2021 $ 11,340 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 8 Property and Equipment, net Property and Equipment, Net consisted of the following (dollars in thousands): September 30, 2022 December 31, 2021 Computer equipment $ 991 $ 664 Leasehold improvements 532 384 Furniture and fixtures 14 14 Total property and equipment 1,537 1,062 Less: accumulated depreciation (623 ) (377 ) Property and equipment, net $ 914 $ 685 Depreciation expense for the three and nine months ended September 30, 2022 was approximately $ million and $ million, respectively. Depreciation expense for the three and nine months ended September 30, 2021 was approximately $ million and $ million, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9 Intangible Assets, Net The Company’s Intangible assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Value Accumulated Net Book Value Internally developed software 3.0 Years $ 19,551 $ (10,197 ) $ 9,354 $ 13,109 $ (5,342 ) $ 7,767 Domain name 15.0 Years 121 (45 ) 76 121 (39 ) 82 Intangible assets, net $ 19,672 $ (10,242 ) $ 9,430 $ 13,230 $ (5,381 ) $ 7,849 The future estimated amortization expenses as of September 30, 2022, were as follows (in thousands): 2022 (remaining) $ 1,720 2023 3,610 2024 2.942 2025 1,108 2026 8 Thereafter 42 Total future amortization $ 9,430 Total amortization expense for the three and nine months ended September 30, 2022, was approximately $2.3 million and $4.9 million, respectively. Total amortization expense for the three and nine months ended September 30, 2021, was approximately $0.7 million and $1.9 million, respectively. No impairment charges were recognized related to long-lived assets for the nine months ended September 30, 2022 and 2021. Capitalized costs for internally developed software for the three and nine months ended September 30, 2022 were approximately $2.3 million and $6.4 million, respectively. Capitalized costs for internally developed software for the three and Amortization expense related to change in useful life of a certain definite-lived intangible asset for the three and nine months ended September 30, 2022 was approximately $1.5 million and $2.1 million, respectively. Amortization expense related to change in useful life of a certain definite-lived intangible asset for the three and nine months ended September 30, 2021 was approximately $0 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 10 Accrued Expenses Accrued expenses consisted of the following (dollars in thousands): September 30, 2022 December 31, 2021 Accrued charitable contributions $ 4,735 $ 7,164 Accrued compensation 3,012 1,522 Sales tax payable 1,303 1,208 Accrued professional and program fees 4,721 2,163 Other 1,933 988 Total $ 15,704 $ 13,045 Accrued charitable contributions include amounts the Company has pledged related to charitable meal donations. The Company uses a portion of tips received to make a charitable cash donation to third parties who use the funds to provide meals to those in need. For the three and nine months ended September 30, 2022, the Company pledged approximately $0.9 million and $2.9 million related to charitable donations, respectively. For the three and nine months ended September 30, 2021, the Company pledged approximately $1.3 million and $3.6 million related to charitable donations, respectively. These costs are expensed as incurred and are presented within other general and administrative expenses in the condensed consolidated statements of operations. Accrued compensation includes accrued bonuses and one half of the portion of employer Social Security payroll taxes deferred under the CARES Act. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 11 Line of Credit In November 2017, the Company entered into a line of credit agreement with UBS (the “UBS Agreement”) which was terminated in March 2021. Issuance costs related to this transaction were not significant. There was no stated maturity date, there were no financial covenants and the amount of the line of credit was solely dependent upon the total amount of assets the Company holds with UBS at any given point. Upon termination, the Company repaid $3.9 million. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 12 Convertible Note Payable On March 21, 2022, the Company entered into a Convertible Note Purchase Agreement (“Purchase Agreement”) with FTX Ventures Ltd., (the “Purchaser”) owner of FTX US (“FTX”), providing for the purchase and sale of a convertible note in the initial principal amount of $100.0 million (the “Note”). The Note bears interest at a rate of 3.00% per year (compounded semiannually), payable semi-annually in arrears on J une in-kind During the term of the Note, the Note will be convertible into shares of the Company’s Class A Common Stock, at the option of the Purchaser, upon delivery on one or more occasions of a written notice to the Company electing to convert the Note or all of any portion of the outstanding principal amount of the Note. The initial conversion price of the Note is $10.00 per share of Common Stock (the “Conversion Price”). The Conversion Price of the Note is subject to adjustment for stock splits, dividends or distributions, recapitalizations, spinoffs or similar transactions. The Note and the shares of Common Stock issuable upon conversion of the Note have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements. Beginning on the twenty-four-month At any time prior to the Maturity Date, the Company may, in its sole discretion and upon delivery of a written notice to the Purchaser electing to prepay the Note, prepay the Note without penalty by paying the Purchaser 100% of the Redemption Price. Once the Redemption Price has been delivered to the Purchaser, the Note will be cancelled and retired. The effective interest rate as of September 30, 2022 was 3.01%. As of September 30, 2022, the outstanding balance of the Note, including paid in-kind |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 13 Note Payable In August 2021, VPCC entered into an amendment to the private investment in public equity (“PIPE”) subscription agreement (“PIPE Amendment”) it previously entered into with Alameda Research Ventures LLC (“Alameda Research”) in connection with the proposed business combination with the Company (refer to Note 1, Organization and Nature of Business). The PIPE Amendment called for a $15.0 million pre-funding, one-year The Company elected to measure the note payable debt instrument at fair value using the fair value option of ASC 825-10. 815-15-25-1 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | Note 14 Warrant Liabilities As of September 30, 2022, there were 6,344,021 public warrants (“Public Warrants”) outstanding and 5,100,214 private placement warrants (“Private Warrants”) outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the units into their component parts upon the closing of the Business Combination and only whole Public Warrants trade. The Public Warrants are exercisable, provided that the Company continues to have an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company filed a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and the Private Warrants. If the Company’s shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants and the Private Warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and if, and only if, the closing price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading third The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day Redemption of Public Warrants for when the price per share of Class A Common Stock equals or exceeds $10.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A Common Stock; and • if, and only if, the closing price of Class A Common Stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading three If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Warrants are identical to the Public Warrants, except that the Private Placement Warrants will be non-redeemable Contemporaneously with the execution of the Debt Facility, the Company issued warrants to the Lenders as consideration for entering into the Debt Facility, representing a loan commitment fee. The warrants vest and become exercisable based on the Company’s aggregated draw on the Debt Facility in incremental $10.0 million tranches and terminate upon the earliest to occur of (i) the fifth anniversary of the occurrence of a qualified financing event and (ii) the consummation of a liquidity event. The holders of the warrants have the ability to exercise their right to acquire a number of common shares equal to 0.2% of the fully diluted equity of the Company as of the closing date (“Equity Closing Date”) of the Company’s next equity financing with proceeds of at least $40.0 million (“Qualified Financing Event”) or immediately prior to the consummation of a liquidity event. The exercise price of the warrants is the greater of (i) 80% of the fair market value of each share of Common Stock at the Equity Closing Date and (ii) $3.752050 per share, subject to certain down-round adjustments. The warrants meet the definition of a derivative under ASC 815 and will be accounted for as a liability at fair value and subsequently remeasured to fair value at the end of each reporting period with the changes in fair value recorded in the condensed consolidated statement of operations. The initial offsetting entry to the warrant liability was an asset recorded to reflect the loan commitment fee. The loan commitment fee asset will be amortized to interest expense over the commitment period of four years. The Company estimated the fair value of the warrants at the issuance date to be $0.1 million using the Black-Scholes option-pricing model. Determining the fair value of these warrants under this model requires subjective assumptions. These estimates involve inherent uncertainties and the application of management’s judgment. Immediately prior to the close of the Business Combination, all, or 1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock after applying the Exchange Ratio. |
Debt and Credit Facility
Debt and Credit Facility | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facility | Note 15 Debt and Credit Facility In January 2021, Dave OD Funding I, LLC (“Borrower”) entered into a delayed draw senior secured loan facility (the “Debt Facility”) with Victory Park Management, LLC (“Agent”), allowing the Borrower to draw up to $100 million from various lenders associated with Victory Park Management, LLC (the “Lenders”). The Debt Facility has an interest rate of 6.95% annually plus a base rate defined as the greater of three-month In November 2021, the Borrower entered into an amendment of the Debt Facility which added a $20 million credit line (as amended, the “Credit Facility”) which has an interest rate of 8.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55%. As of September 30, 2022 and December 31, 2021, respectively, the Company had drawn $20 million on the Credit Facility and has made no repayments. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 Commitments and Contingencies Litigation: From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or claims will have a significant adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Stoffers v. Dave Inc. (filed September 16, 2020 in LA County Superior Court) This is a purported class action lawsuit filed in connection with a July 2020 data breach. The Company is in the process of settling this matter and the estimated settlement amount of approximately $ 3.2 million is included in the Legal settlement accrual within the condensed consolidated balance sheets for the period ended September 30, 2022 and December 31, 2021. Martinsek v. Dave Inc. (filed January 9, 2020 in the California Superior Court for the County of Los Angeles) In January 2020, a former employee of the Company filed a complaint in the California Superior Court for the County of Los Angeles against the Company and the Company’s Chief Executive Officer, asserting claims for, among other things, breach of contract, breach of fiduciary duty, conversion, and breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company and the Chief Executive Officer misappropriated approximately 9.2 million shares (as adjusted for a 10:1 forward stock split in November 2020 and the Exchange Ratio) by rescinding a stock option agreement and a restricted stock purchase agreement between the Company and the former employee under which such shares were issued and repurchasing the shares. The Company rescinded the agreements for failure of consideration. The Company and the Chief Executive Officer answered, denying all claims and asserting defenses. The Company is in the process of settling this matter and the estimated settlement amount of approximately $ 6.0 million is included in the Legal settlement accrual within the condensed consolidated balance sheet for the period ended September 30, 2022. Lopez v. Dave Inc. (filed July 15, 2022 in the United States District Court for the Northern District of California) This is a purported class action alleging violations of California consumer protection laws and state and federal lending laws, among other things. The complaint seeks injunctive relief, damages, restitution, nonrestitutionary disgorgement, pre- and post-judgment interest and reasonable attorneys’ fees and costs. The Company is actively litigating this matter and cannot estimate the likely outcome at this time. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 17 Leases In November 2018, the Company entered into a sublease agreement with PCJW Properties LLC (“PCJW”), controlled by Company’s founders (including the Company’s current CEO), for general office space next to the aforementioned leased property in Los Angeles, California. The lease term is five years subject to early termination by either party. Under the terms of the sublease, monthly rent is approximately $0.006 million, subject to an annual escalation of 4%. In January 2019, the Company entered into a lease agreement with PCJW for office space located in Los Angeles, California. The lease term is seven years, beginning January 1, 2019 and ending December 31, 2025. Monthly rent is approximately $0.02 million, subject to an annual escalation of 5%. In May 2020, the Company entered into a sublease with Whalerock for general office space in West Hollywood, California. Under the terms of the sublease, the lease term is approximately 18 months and the monthly rent is approximately $0.14 million. The Company began utilizing the office space in June 2021. The lease was abandoned during the quarter ended September 30, 2022. All leases were classified as operating and operating lease expenses are presented within other general and administrative expenses in the condensed consolidated statements of operations. The Company does not have any finance leases or sublease arrangements where the Company is the sublessor. The Company’s leasing activities are as follows (dollars in thousands): For the Nine Months Ended September 30, September 30, Operating lease cost $ 2,058 $ 901 Short-term lease cost 26 — Variable lease cost — — Total lease cost $ 2,084 $ 901 For the Nine Months Ended September 30, September 30, Other information: Cash paid for operating leases $ 1,457 $ 798 Right-of-use $ — $ 2,514 Weighted-average remaining lease term—operating lease 3.08 2.22 Weighted-average discount rate—operating lease 10 % 10 % The Year Third-Party Related-Party Total 2022 (remaining) $ — $ 84 $ 84 2023 — 339 339 2024 — 295 295 2025 — 310 310 Thereafter — — — Total minimum lease payments $ — $ 1,028 $ 1,028 Less: imputed interest — (142 ) (142 ) Total lease liabilities $ — $ 886 $ 886 |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Preferred Stock And Stockholders Deficit [Abstract] | |
Preferred Stock and Stockholders' Equity | Note 18 Preferred Stock and Stockholders’ Equity As of September 30, 2022, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. Pursuant to the terms of our amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management. Class A and Class V Common Stock: The Company’s Board of Directors has authorized two classes of common stock, Class A Common Stock and Class V Common Stock. As of September 30, 2022, the Company had authorized 500,000,000 and 100,000,000 shares of Class A Common Stock and Class V Common Stock, respectively. As of September 30, 2022, the Company had 329,596,893 and 48,450,639 shares of Class A Common Stock and Class V Common Stock issued, respectively. As of September 30, 2022, the Company had 328,010,856 and 48,450,639 shares of Class A Common Stock and Class V Common Stock outstanding, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 19 Stock-Based Compensation In 2017, the Company’s Board of Directors adopted the Dave Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan authorized the award of stock options, restricted stock, and restricted stock units. On January 4, 2022, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. Upon the consummation of the Business Combination with VPCC, the 2017 Plan was terminated and replaced by the 2021 Plan. The maximum term of stock options granted under the 2021 Plan is 10 years and the awards generally vest over a four year period. On January 4, 2022, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to stockholder approval, by the Company’s Board of Directors on January 4, 2022. The ESPP became effective immediately upon the completion of the Business Combination with VPCC. The Company recognized approximately $8.0 million and $34.1 million of stock-based compensation expense arising from stock option and restricted stock unit Stock Options: Management has valued stock options at their date of grant utilizing the Black-Scholes option pricing model. The fair value of the underlying shares was estimated by using a number of inputs, including recent arm’s length transactions involving the sale of the Company’s Class A Common Stock. The following table presents the weighted-average assumptions used to value options granted during the nine months ended September 30, 2021: Expected term 6.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % The C ompany had no stock options granted during the nine Expected term—The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Risk free interest rate—The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options depending on the date of the grant and expected life of the options. Expected dividend yield—The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility—Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The Company identified a group of peer companies and considered their historical stock prices. In identifying peer companies, the Company considered the industry, stage of life cycle, size, and financial leverage of such other entities. Activity with respect to stock options is summarized as follows: Shares Weighted- Average Exercise Price Options outstanding, January 1, 2022 34,709,027 $ 0.64 Granted — $ — Exercised (3,623,359 ) $ 0.45 Forfeited (979,297 ) $ 0.67 Expired (617,342 ) $ 0.70 Options outstanding, September 30, 2022 29,489,029 $ 0.66 Nonvested options, September 30, 2022 18,909,160 $ 0.72 Vested and exercisable, September 30, 2022 10,579,869 $ 0.54 At September 30, 2022, total estimated unrecognized stock-based compensation cost related to nonvested stock options granted prior to that date was approximately $ million, which is expected to be recognized over a weighted-average period of years. The weighted-average grant date fair value of options granted during the nine and $ per share, respectively. The Company allowed certain stock option holders to exercise unvested options to purchase shares of Common Stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested. As of September 30, 2022 and 2021, 266,645 On March 3, 2021, the Company granted the Chief Executive Officer stock options to purchase up to 11,456,061 shares of Common Stock in nine tranches. Each of the nine tranches contain service, market, and performance conditions. The market conditions relate to the achievement of certain specified price targets. Vesting commences on the grant date; however, no compensation charges are recognized until the service, market, and performance conditions are probable, which is upon the completion of a liquidity event, the achievement of specified price targets for each tranche of shares, and continuous employment. Upon the completion of a business combination with VPCC, the performance condition was met and the Company recorded a cumulative stock-based compensation expense as of approximately $1.9 million. The options have a strike price of $0.72 per share. The Company determined the fair value of the options on the grant date to be approximately $10.5 million (unaudited) using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free interest rate, and volatility. Each tranche will vest monthly over a derived service period. The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Remaining term 10.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % Restricted Stock Units: Activity with respect to Restricted Stock Units is summarized as follows: Shared Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2022 — $ — Granted 24,141,786 $ 4.57 Vested (3,700,759 ) $ 6.06 Forfeited (2,118,039 ) $ 6.04 Nonvested shares at September 30, 2022 18,322,988 $ 4.09 In July 2022, the Company granted 6,463,951 time-based RSUs contingent upon shareholder approval. These awards are classified as Other current liabilities on the condensed consolidated balance sheet due to insufficient shares available for grant in the 2021 Plan. The Company had no RSU activity during the nine months ended September 30, 2021. At September 30, 20 2 2 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20 Related-Party Transactions Leasing Arrangements: During the three and nine months ended September 30, 2022, the Company paid approximately $0.1 million and $0.3 million, respectively, under lease agreements with PCJW for general office space in Los Angeles, California, and during the three and nine months ended September 30, 2021, the Company paid approximately $0.1 million and $0.2 million, respectively. The following is a schedule of future minimum rental payments as of September 30, 2022, under the Company’s sub-lease Year Related-Party 2022 (remaining) $ 84 2023 340 2024 295 2025 309 Thereafter — Total minimum lease payments $ 1,028 Less: imputed interest (142 ) Total lease liabilities $ 886 The related-party components of the lease right-of-use right-of-use Related-Party Exercise Receivable Promissory Notes: During 2018, the Company received non-recourse non-recourse On January 3, 2022, Legacy Dave entered into an agreement with a certain executive to transfer and sell shares of Legacy Dave common stock to Legacy Dave. A total of 146,565 shares of Legacy Dave’s common stock were repurchased for an aggregate purchase amount of $1.6 million, which resulted in an extinguishment of the related-party exercise receivable promissory notes. Loans to Stockholders: In 2019, the Company entered into loan, pledge, and option agreements (“Loans to Stockholders”) with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse |
401(k) Savings Plan
401(k) Savings Plan | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | Note 21 401(k) Savings Plan The Company maintains a 401(k) savings plan for the benefit of its employees. Employees can defer up to 90% of their compensation subject to fixed annual limits. All current employees are eligible to participate in the 401(k) savings plan. Beginning January 2021, the Company is required to make matching contributions to the 401(k) savings plan equal to 100% of the first 4% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of approximately $0.5 million and $1.4 million for the three and nine months ended September 30, 2022, respectively, and approximately $0.3 million and $0.7million for the three and nine months ended September 30, 2021, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | Note 22 Subsequent Events Management has evaluated all events and transactions through the date the Company issued these condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. These unaudited condensed consolidated financial statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with U.S. GAAP and should be read in conjunction with the Company’s consolidated financial statements. The accompanying (a) unaudited condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements for the quarter ended September 30, 2022 have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K In addition to the adjustments to record the Business Combination between VPCC and Legacy Dave, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period. |
Retroactive Application of Reverse Recapitalization | Retroactive Application of Reverse Recapitalization As discussed in Note 4, The Reverse Recapitalization and Related Transactions, the Business Combination is accounted for as a reverse recapitalization of equity structure. Pursuant to U.S. GAAP, the Company recasts its Consolidated Statements of Stockholders’ Equity from December 31, 2020 to the Closing Date, the total stockholder’s equity within the Company’s Consolidated Balance Sheet as of December 31, 2021, and the weighted average outstanding shares basic and diluted for the year ended December 31, 2021 by applying the recapitalization retroactively. In addition, the Company recasts the stock class and issued and outstanding number of shares, exercise prices of options , Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Stockholders’ Equity Pursuant to the terms of the Business Combination Agreement, as part of the Closing, all of the issued and outstanding Series A preferred stock Legacy Dave were automatically converted into Legacy Dave common stock at a 1:1 ratio and Series B-1 B-2 Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Statements of Operations Furthermore, based on the retroactive application of the reverse recapitalization to the Company’s Condensed Consolidated Statements of Stockholders’ Equity, the Company recalculated the weighted average shares for the year ended December 31, 2021. The basic and diluted weighted-average Retroactive Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets Finally, to conform to the retroactive application of recapitalization to the Company’s Condensed Consolidated Statements of Stockholders’ Equity, the Company reclassified the $9,881 of Legacy Dave Series A convertible preferred stock, $49,675 of Legacy Dave Series B-1 B-2 paid-in |
Principles of Consolidation | Principles of Consolidation The Company consolidates financial statements of all entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. |
Variable Interest Entities | Variable Interest Entities The Company is considered the primary beneficiary of Dave OD Funding I, LLC (“Dave OD”), as it has the power over the activities that most significantly impact the economic performance of Dave OD and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant, in accordance with accounting guidance. As a result, the Company consolidated Dave OD and all intercompany accounts have been eliminated. The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet are as follows: As of September 30, As of December 31, Assets Cash and cash equivalents $ 14,736 $ 26,239 Member advances, net of allowance for 44,874 35,835 Debt and credit facility commitment fee, current 117 470 Debt facility commitment fee, long-term 87 131 Total assets $ 59,814 $ 62,675 Liabilities Accounts payable $ 531 $ 411 Credit facility 20,000 20,000 Debt facility 45,000 35,000 Other current liability — 400 Warrant liability — 3,726 Total liabilities $ 65,531 $ 59,537 |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements requires the Company 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 or |
Revenue Recognition | Revenue Recognition Below is detail of operating revenues (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Service based revenue, net Processing fees, net $ 29,793 $ 21,032 $ 74,624 $ 57,410 Tips 17,496 12,005 45,991 33,067 Subscriptions 5,192 4,059 13,691 13,055 Other 314 242 748 610 Transaction based revenue, net 4,012 2,860 10,109 7,711 Total $ 56,807 $ 40,198 $ 145,163 $ 111,853 Service Based Revenue, Net: Service based revenue, net primarily consists of tips, express processing fees, and subscriptions charged to Members, net of processor costs associated with advance disbursements. Member advances are treated as financial receivables under Accounting Standards Codification (“ASC”) 310 Receivables (“ASC 310”). |
Processing Fees, Net | Processing Fees, Net Express processing fees apply when a Member requests an expedited cash advance. At the Member’s election, the Company expedites the funding of advance funds within eight hours of the advance request, as opposed to the customary three business days. Express fees are nonrefundable loan origination fees and are recognized as revenues over the expected contractual term of the advance. Costs incurred by the Company to fund cash advances are treated as direct loan origination costs. These direct loan origination costs are netted against advance-related income over the expected contractual term of the advance. Direct origination costs recognized as a reduction of advance-related income during the three and nine months ended September 30, 2022 was approximately $1.5 million and $3.6 million, respectively. During the three and nine months ended September 30, 2021 we recognized direct origination costs as a reduction of advance-related income of approximately $1.1 million and $2.9 million, respectively. |
Tips | Tips The Company encourages but does not contractually require its Members who receive a cash advance to leave a discretionary tip. The Company treats tips as an adjustment of yield to the advances and are recognized over the average term of advances. |
Subscriptions | Subscriptions The Company accounts for subscriptions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company must identify the contract with a Member, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies the performance obligations. The Company has evaluated the nature of its contracts with Members and determined that further disaggregation of revenue from contracts with Members into categories beyond what is presented in the condensed consolidated statements of operations was not necessary. For revenue sources that are within the scope of Topic 606, the Company fully satisfies its performance obligations and recognizes revenue in the period it is earned as services are rendered. Transaction prices are typically fixed, charged on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying ASC 606 that significantly affects the determination of the amount and timing of revenue from contracts with the Company’s Members. Sources of revenue from contracts with Members that are in the scope of ASC 606 include subscription fees, lead generation fees, and reward program fees. Subscription fees of $1 are received on a monthly basis from Members who subscribe to the Company’s application. The Company continually fulfills its obligation to each Member over the monthly subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably as the Member receives and consumes the benefits of the platform throughout the contract period. Price concessions granted to Members who have insufficient funds when subscription fees are due are forms of variable consideration under the Company’s contracts with Members. For price concessions, the Company has elected, as an accounting policy, to account for price concessions for the month at the end of the reporting month based on the actual amounts of concessions granted as the impact. Service based revenue also consists of lead generation fees from the Company’s Side Hustle advertising partners. The Company is entitled to receive these lead generation fees when Members use the application to sign up for jobs with the Company’s various partners. Lead generation contracts contain a single performance obligation. Lead generation revenue is recognized at a point in time upon satisfaction and completion of the single performance obligation. The Company also offers a reward program to enable Dave debit card Members to earn subscription credits. The Company also offers a rewards program to enable eligible Dave debit card Members to earn subscription credits by spending funds with selected vendors. The program is managed by a third-party service provider and cash received by the Company from the third-party service provider is recorded as unearned revenue and recognized as revenue as the subscription credits are earned by the Members. Transaction Based Revenue, Net: Transaction based revenue, net primarily consists of interchange and ATM revenues from Dave’s Checking Product, net of interchange and was , and, was |
Processing and Servicing Fees | Processing and Servicing Fees Processor fees consist of fees paid to the Company’s processors for the recovery of advances, processing fees, tips and subscriptions. These expenses also include fees paid for services to connect Member’s bank accounts to the Company’s application. Except for processing and service fees associated with advance disbursements, which are recorded net against revenue, all other processing and service fees are expensed as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash primarily represents cash held at financial institutions that is pledged as collateral for specific accounts that may become overdrawn. |
Marketable Securities | Marketable Securities Marketable securities consist of investment in a money market mutual fund. The Company carries this investment at fair value and the fair value is determined by quoted prices in active markets and changes in fair value are recorded in other (income) expense in the consolidated statements of operations. |
Short-Term Investments | Short-Term Investments Short-term investments consist of corporate bonds and notes, asset backed securities, and government securities and are classified as “available-for-sale”, non-credit |
Member Advances | Member Advances Member advances include non-recourse Advances to Members are not interest-bearing. The Company recognizes these advances at the advanced amount and does not use discounting techniques to determine present value of advances due to their short-term average maturity. The consequent discount impact under the imputed interest rate method does not result in a significant impact to the consolidated financial statements. The Company does not provide modifications to advances. |
Allowance for Unrecoverable Advances | Allowance for Unrecoverable Advances The Company maintains an allowance for unrecoverable advances at a level estimated to be adequate to absorb credit losses inherent in outstanding Member advances. Management currently estimates 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. Interpretations of past cash recovery patterns 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 condensed consolidated statements of operations. The Company considers advances over 120 days past due or which become uncollectible based on information available to the Company as impaired. All impaired advances are deemed uncollectible and subsequently written-off written-off, |
Internally Developed Software | Internally Developed Software Internally developed software is capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs consist of salaries and other compensation costs for employees incurred for time spent on upgrades and enhancements to add functionality to the software and fees paid to third-party consultants who are directly involved in development efforts. These capitalized costs are included on the condensed consolidated balance sheets as intangible assets, net. Other costs are expensed as incurred and included within Other general and administrative expenses in the condensed consolidated statements of operations. Amortization of internally developed software commences when the software is ready for its intended use (i.e., after all substantial testing is complete). Internally developed software is amortized over its estimated useful life of 3 years. The Company’s accounting policy is to perform annual reviews of capitalized internally developed software projects to determine whether any indicators are present as of December 31, or whenever a change in circumstances suggests an indicator is present. If any indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted cash flows attributed to the asset group to their carrying value. If the undiscounted cash flows expected to result from the remaining use of the asset (i.e., cash flows when testing recoverability) are less than the asset group’s carrying value, the Company will determine the fair value of the asset group and recognize an impairment loss as the amount by which the carrying value of the asset group exceeds its fair value. If based on the results of the recoverability test, no impairment is indicated as the remaining undiscounted cash flows exceed the carrying value of the software asset group, the carrying value of the asset group as of the assessment date is deemed fully recoverable. In addition, the Company evaluates the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying value of the intangible asset shall be amortized prospectively over that revised remaining useful life. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Property and equipment are recorded at cost and depreciated over the estimated useful lives ranging from 3 to 7 years using the straight-line method. Maintenance and repair costs are charged to operations as incurred and included within other operating expenses in the condensed consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets, primarily property and equipment and amortizable intangible assets, whenever events or changes in business circumstances indicate that carrying values of the assets may not be fully recoverable. If the sum of the expected undiscounted future cash flows from an asset is less than the carrying value of the asset, the Company estimates the fair value of the assets. The Company measures the loss as the amount by which the carrying value exceeds its fair value calculated using the present value of estimated net future cash flows. |
Warrants | Warrants The Company reviewed the terms of warrants to purchase its Common Stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC Subtopic 815-40, |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ — $ — $ — $ — Short-term investments — 185,323 — $ 185,323 Total assets $ — $ 185,323 $ — $ 185,323 Liabilities Warrant liabilities - public warrants $ 197 $ — $ — $ 197 Warrant liabilities - private placement warrants — — 226 226 Earnout liabilities — — 66 66 Total liabilities $ 197 $ — $ 292 $ 489 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 The Company had no assets and liabilities measured at fair value on a non-recurring The Company also has financial instruments not measured at fair value. The Company has evaluated cash and cash equivalents, Member advances, net, restricted cash, accounts payable, and accrued expenses, and believes the carrying values approximate the fair values due to the short-term nature of these balances. The debt facility, convertible debt, and credit facility are not measured at fair value on a recurring basis. The fair values of the debt facility, convertible debt, and credit facility approximate their carrying values. Marketable Securities: The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of identical items in active markets multiplied by the number of securities owned. Short-Term Investments: The following describes the valuation techniques used by the Company to measure the fair value of short-term investments held as of September 30, 2022 and December 31, 2021. U.S. Government Securities The fair value of U.S. government securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. U.S. government securities are categorized in Level 2 of the fair value hierarchy. Corporate Bonds and Notes The fair value of corporate bonds and notes is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Asset-Backed Securities The fair value of these asset-backed securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used. Derivative Asset Related to Loans to Stockholders: In relation to certain loans to stockholders, the Company purchased call options which grant the Company the right to acquire a fixed number of the Company’s Common Stock, held by such stockholders over the exercise period (four years). However, the exercise price per share is not fixed. The approximate $3.273 exercise price per share increases by a nominal amount of approximately $0.005 for each month that lapses from the call option issuance date. As of the date of the Business Combination, the exercise price per share was approximately $3.42. The Company understands that this variability in the exercise price of the call option is tied to the passage of time, which is not an input to the fair value of the Company’s shares per ASC 815, Derivatives and Hedging (“ASC 815”). Therefore, the Company does not believe the call option meets the scope exception under ASC 815. As the scope exception is not met, the call option is accounted for as a derivative instrument. Accordingly, the call option was measured at fair value and presented as a derivative asset on loans to stockholders on the Company’s condensed consolidated balance sheets. Interest earned on the non-recourse promissory notes was reported as interest income and changes in the fair value of the call option were reported as other income or expense in the period incurred. The call option was measured at fair value at the end of each reporting period with change in fair value recorded in earnings. The fair value of the call option as of September 30, 2022 and December 31, 2021, was $ and $ million, respectively. Upon consummation of the Business Combination in January 2022, all of the call options related to the Loans to Stockholders were exercised, settling the derivative asset on Loans to Stockholders of $ million and the contra-equity Loans to Stockholders of $ million with APIC being the offsetting entry. A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at September 30, 2022 $ — The Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: December 31, 2021 Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years Warrant Liability Related to Debt Facility: As discussed further in Note 15, Debit and Credit Facility, in January 2021, the Company issued warrants contemporaneously with a debt facility that met the definition of a derivative under ASC 815. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a loan commitment fees asset. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The gain related to the change in fair value of the warrant liability in the three and nine months ended September 30, 2022, was $0 million and $0.4 million, respectively, which is presented within changes in fair value of warrant liability in the condensed consolidated statements of operations. Immediately prior to the close of the Business Combination, all, or 1,664,394 of the vested warrants were exercised and net settled for 450,841 shares of Legacy Dave’s Class A Common Stock pursuant to the terms of the Business Combination. A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the period (361 ) Exercise of warrant (3,365 ) Ending value at September 30, 2022 $ — The Company used a PWERM to weight the indicated warrant liability value determined under the binomial option pricing model to determine the fair value of the warrant liability. The following table presents the assumptions used to value the warrant liability for the period ended December 31, 2021: December 31, 2021 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years Note Payable: As discussed in Note 13, Notes Payable, the Company has elected to measure the note payable at fair value using the fair value option of ASC 825-10. , 815-15-25-1 , A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the period (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at September 30, 2022 $ — Public Warrants: As discussed further in Note 14, Warrant Liabilities, in January 2022, upon completion of the Business Combination, public warrants were automatically converted to warrants to purchase Common Stock of the Company. These public warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash during Private Warrants: As discussed further in Note 14, Warrant Liabilities, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company. These private warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash derivative liability during A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 6,681 Change in fair value during the period (6,455 ) Ending value at September 30, 2022 $ 226 The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 92.8 % Risk-free interest rate 4.1 % Remaining term 4.26 years Dividend yield 0 % Earnout Shares Liability: As discussed further in Note 4, The Reverse Recapitalization and Related Transactions, as part of the recapitalization, 1,586,037 shares of Class A Common Stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over the five year term following the Closing Date (“Founder Holder Earnout Shares”). These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The (loss) gain related to the change in fair value of the Founder Holder Earnout Shares liabilities in the three and nine months ended September 30, 2022, was approximately ($ ) A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 9,682 Change in fair value during the period (9,616 ) Ending value at September 30, 2022 $ 66 The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 77.5 % Risk-free interest rate 4.1 % Remaining term 4.27 Dividend yield 0 % There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. |
Fair Value of Common Stock | Fair Value of Common Stock Up until the Closing of the Business Combination in which the Company became publicly traded on Nasdaq, the Company was required to estimate the fair value of the Common Stock underlying the Company’s share-based awards. The fair value of the Common Stock underlying the Company’s stock-based awards was determined, in each case, based on a valuation model as discussed further below, and was approved by the Company’s Board of Directors. The Company’s 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. In the absence of a public market for the Common Stock prior to the date of the Business Combination, the valuation of the Common Stock was determined using a market approach, income approach, and subject company transaction method. The allocation of equity value was determined using Accountants Practice Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The Company considered various objective and subjective factors to determine the fair value of its Common Stock as of each grant date, including: • Historical financial performance; • The Company’s business strategy; • Industry information, such as external market conditions and trends; • Lack of marketability of the Common Stock; • Likelihood of achieving a liquidity event, such as an initial public offering, special-purpose acquisition company (“SPAC”) merger, or strategic sale given prevailing market conditions and the nature and history of the Company’s business; • Prices, privileges, powers, preferences, and rights of our convertible preferred stock relative to those of the Common Stock; • Forecasted cash flow projections for the Company; • Publicly traded price of the SPAC; • Primary preferred stock financings and secondary common stock transactions of the Company’s equity securities; • Lack of marketability/illiquidity of the common stock underlying the Company’s 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 and the derived discount rate are significant assumptions used to estimate the fair value of the Common Stock. If the Company had used different assumptions or estimates, the fair value of the Common Stock and the Company’s stock-based compensation expense could have been materially different. During 2019 and 2020, the Company’s estimated fair value of its Common Stock remained relatively consistent, fluctuating between $0.935 per share as of August 5, 2019 (“August 2019 Valuation”), and $0.981 per share as of August 30, 2020 (“August 2020 Valuation”). The August 2019 Valuation and August 2020 Valuation utilized the income and market approaches in estimating the fair value. In 2021, the Company’s management team first contemplated a transaction with a special purpose acquisition company (“SPAC Transaction”), which was incorporated into the June 7, 2021 valuation that resulted in a fair value of Dave’s Common Stock of $ per share (“June 2021 Valuation”). The SPAC Transaction was considered in the subsequent valuation performed as of October 6, 2021 that resulted in a fair value of Dave’s Common Stock of $ per share (“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, 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 B-2 The June 2021 Valuation and October 2021 Valuation both used the hybrid method, wherein a 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 The increase in the fair value of the Company’s Common Stock between the August 2019 and August 2020 Valuations, and the June 2021 Valuation and the October 2021 Valuation was predominantly due to the Company’s 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 the Company’s 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, the Company 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 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 Business Combination Agreement and VPCC’s shareholder vote. Similarly, the increase in the common stock value to $10.80 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 pre-money |
Concentration of Risk | Concentration of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash and cash equivalents, restricted cash, Member cash advances, and accounts receivable. The Company’s cash and cash equivalents and restricted cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits were approximately $37.8 million and $31.9 million at September 30, 2022 and December 31, 2021, respectively. The Company’s payment processors also collect cash on the Company’s behalf and will hold these cash balances temporarily until they are settled the next business day. The Company does not believe its marketable securities are exposed to any significant credit risk due to the quality and nature of the securities in which the money is held. Pursuant to the Company’s internal investment policy, investments must be rated A-1/P-1 No Member individually exceeded 10% or more of the Company’s Member cash advances balances as of September 30, 2022 and December 31, 2021. |
Leases | Leases ASC 842, Leases (“ASC 842”) requires lessees to recognize most leases on the condensed consolidated balance sheet with a corresponding right-of-use Right-of-use Right-of-use The Company leases office space under two separate leases, both of which are considered operating leases. Options to extend or terminate a lease are considered as part of calculating the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Covenants imposed by the leases include letters of credit required to be obtained by the lessee. The incremental borrowing rate (“IBR”) represents the rate of interest the Company would expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. When determinable, the Company uses the rate implicit in the lease to determine the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. |
Loans to Stockholders | Loans to Stockholders In 2019, the Company entered into loan, pledge, and option agreements with various employees, who are also stockholders, to provide those employees cash in exchange for non-recourse |
Stock-Based Compensation | Stock-Based Compensation Stock Option Awards: ASC 718, Compensation-Stock Compensation (“ASC 718”), requires the estimate of the fair value of all stock-based payments to employees, including grants of stock options, to be recognized in the statement of operations over the requisite service period. Under ASC 718, employee option grants are generally valued at the grant date and those valuations do not change once they have been established. The fair value of each option award is estimated on the grant date using the Black-Scholes Option Pricing Model. As allowed by ASC 718, the Company’s estimate of expected volatility is based on its peer company average volatilities, including industry, stage of life cycle, size, and financial leverage. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant valuation. The Company recognizes forfeitures as they occur. Restricted Stock Unit Awards: Restricted stock units (“RSUs”) are valued on the grant date, and the fair value of the RSUs is equal to the estimated fair value of the Company’s Common Stock on the grant date. This compensation cost is recognized over the requisite service period as a component of stock-based compensation expense, presented within compensation and benefits in the condensed consolidated statements of operations. The Company recognizes forfeitures as they occur. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the three and nine months ended September 30, 2022 were approximately $24.1 million and $57.1 million, respectively, and are presented within advertising and marketing in the condensed consolidated statements of operations. Advertising expense for the three and nine months ended September 30, 2021 was approximately $12.9 million and $38.8 million, respectively. |
Income Taxes | Income Taxes The Company follows 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 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 year 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. The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except that those taxes related to specific discrete events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon several significant estimates and judgments, including the estimated annual pre-tax income of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions. 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 on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no The Company’s policy is to recognize interest expense and penalties accrued on any unrecognized tax benefits as a component of income tax expense within the statement of operations. |
Segment Information | Segment Information The Company determines its operating segments based on how its chief operating decision makers manage operations, make operating decisions, and evaluate operating performance. The Company has determined that the Chief Operating Decision Maker (“CODM”) is a joint role shared by the Chief Executive Officer and Chief Financial Officer. Based upon the way the CODM reviews financial information and makes operating decisions and considering that the CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance, the service-based and transaction-based operations constitute a single operating segment and one reportable segment. |
Net Loss Per Share Attributable to Stockholders | Net Loss Per Share Attributable to Stockholders The Company has two classes of participating securities (Class A Common Stock and Class V Common Stock) issued and outstanding as of September 30, 2022. Prior to the consummation of the Business Combination, the Company had five classes of participating securities (Series A preferred stock, par value $0.000001 per share (“Series A Preferred Shares”), Series B-1 B-1 B-2 per share (“Series B-2 B-1 two-class two-class Basic net loss attributable to holders of Common Stock per share is calculated by dividing net loss attributable to holders of Common Stock by the weighted-average number of shares outstanding, excluding shares issued in relation to unvested restricted stock awards and vested early exercise options funded by non-recourse Diluted net loss per share attributable to holders of Common Stock adjusts the basic net loss per share attributable to stockholders and the weighted-average number of shares outstanding for the potentially dilutive impact of stock options, warrants, and restricted stock units using the treasury stock method and convertible preferred stock using the as-if-converted The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data): For the Three Months September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss $ (47,504 ) $ (7,889 ) $ (107,414 ) $ (4,801 ) Less: noncumulative dividend to convertible preferred stockholders — — — — Less: undistributed earnings to participating securities — — — — Net loss attributed to common stockholders—basic (47,504 ) (7,889 ) (107,414 ) (4,801 ) Add: undistributed earnings reallocated to common stockholders — — — — Net loss attributed to common stockholders—diluted $ (47,504 ) $ (7,889 ) $ (107,414 ) $ (4,801 ) Denominator Weighted-average shares of common stock—basic 374,507,465 137,833,983 368,843,244 135,678,324 Dilutive effect of convertible preferred stock — Dilutive effect of equity incentive awards — Weighted-average shares of common stock—diluted 374,507,465 137,833,983 368,843,244 135,678,324 Net loss per share Basic $ (0.13 ) $ (0.06 ) $ (0.29 ) $ (0.04 ) Diluted $ (0.13 ) $ (0.06 ) $ (0.29 ) $ (0.04 ) The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Equity incentive awards 47,812,017 38,416,709 47,812,017 38,416,709 Convertible debt 10,000,000 — 10,000,000 — Convertible preferred stock — 203,882,182 — 203,882,182 Series B-1 warrants — 2,252,178 — 2,252,178 Total 57,812,017 244,551,069 57,812,017 244,551,069 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, 2016-13”). 2016-13 held-to 2016-13, In March 2020, the FASB issued ASU No. 2020-04, Recently Adopted Accounting Pronouncements: In December 2019, the FASB issued ASU 2019-12, 2019-12 In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”). 2020-06 2020-06 815-40, if-converted 2020-06 In October 2020, the FASB issued ASU 2020-10, In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40), |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Restatement on the Company's Previously Issued Financial Statements | The following table presents the impact of this error correction in the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 (in thousands): For the Nine Months Ended September 30, 2021 As Reported Adjustment As Restated Operating activities Member advances, service revenue $ (27,817 ) $ 26,129 $ (1,688 ) Net cash (used in) provided by operating activities $ (22,099 ) $ 26,129 $ 4,030 Investing a Net disbursements and collections of Member advances $ — $ (26,129 ) $ (26,129 ) Net cash used in investing activities $ (220 $ (26,129 ) $ (26,349 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Earnings Per Share Basic And Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to holders of Common Stock (in thousands, except share data): For the Three Months September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss $ (47,504 ) $ (7,889 ) $ (107,414 ) $ (4,801 ) Less: noncumulative dividend to convertible preferred stockholders — — — — Less: undistributed earnings to participating securities — — — — Net loss attributed to common stockholders—basic (47,504 ) (7,889 ) (107,414 ) (4,801 ) Add: undistributed earnings reallocated to common stockholders — — — — Net loss attributed to common stockholders—diluted $ (47,504 ) $ (7,889 ) $ (107,414 ) $ (4,801 ) Denominator Weighted-average shares of common stock—basic 374,507,465 137,833,983 368,843,244 135,678,324 Dilutive effect of convertible preferred stock — Dilutive effect of equity incentive awards — Weighted-average shares of common stock—diluted 374,507,465 137,833,983 368,843,244 135,678,324 Net loss per share Basic $ (0.13 ) $ (0.06 ) $ (0.29 ) $ (0.04 ) Diluted $ (0.13 ) $ (0.06 ) $ (0.29 ) $ (0.04 ) |
Summary of assets and liabilities measured at fair value on a recurring basis | Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Marketable securities $ — $ — $ — $ — Short-term investments — 185,323 — $ 185,323 Total assets $ — $ 185,323 $ — $ 185,323 Liabilities Warrant liabilities - public warrants $ 197 $ — $ — $ 197 Warrant liabilities - private placement warrants — — 226 226 Earnout liabilities — — 66 66 Total liabilities $ 197 $ — $ 292 $ 489 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Marketable securities $ 8,226 $ — $ — $ 8,226 Derivative asset on loans to stockholders — — 35,253 35,253 Total assets $ 8,226 $ — $ 35,253 $ 43,479 Liabilities Warrant liability $ — $ — $ 3,726 $ 3,726 Note payable — — 15,051 15,051 Total liabilities $ — $ — $ 18,777 $ 18,777 |
Summary of computation of diluted net loss (income) per share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Equity incentive awards 47,812,017 38,416,709 47,812,017 38,416,709 Convertible debt 10,000,000 — 10,000,000 — Convertible preferred stock — 203,882,182 — 203,882,182 Series B-1 warrants — 2,252,178 — 2,252,178 Total 57,812,017 244,551,069 57,812,017 244,551,069 |
Schedule of Variable Interest Entities | The carrying value of Dave OD’s assets and liabilities, after elimination of any intercompany transactions and balances, in the unaudited condensed consolidated balance sheet are as follows: As of September 30, As of December 31, Assets Cash and cash equivalents $ 14,736 $ 26,239 Member advances, net of allowance for 44,874 35,835 Debt and credit facility commitment fee, current 117 470 Debt facility commitment fee, long-term 87 131 Total assets $ 59,814 $ 62,675 Liabilities Accounts payable $ 531 $ 411 Credit facility 20,000 20,000 Debt facility 45,000 35,000 Other current liability — 400 Warrant liability — 3,726 Total liabilities $ 65,531 $ 59,537 |
Summary of operating revenues | Below is detail of operating revenues (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Service based revenue, net Processing fees, net $ 29,793 $ 21,032 $ 74,624 $ 57,410 Tips 17,496 12,005 45,991 33,067 Subscriptions 5,192 4,059 13,691 13,055 Other 314 242 748 610 Transaction based revenue, net 4,012 2,860 10,109 7,711 Total $ 56,807 $ 40,198 $ 145,163 $ 111,853 |
Summary of roll-forward of the Level 3 private warrant liability | A roll-forward of the Level 3 private warrant liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 6,681 Change in fair value during the period (6,455 ) Ending value at September 30, 2022 $ 226 |
Black Scholes Option Pricing Model [Member] | |
Summary of roll-forward of the Level 3 private warrant liability | The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 92.8 % Risk-free interest rate 4.1 % Remaining term 4.26 years Dividend yield 0 % |
Derivative Liability [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 warrant liability is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Initial fair value at the original issuance date 106 Change in fair value during the year 3,620 Ending value at December 31, 2021 3,726 Change in fair value during the period (361 ) Exercise of warrant (3,365 ) Ending value at September 30, 2022 $ — |
Summary of fair value of the derivative asset and liability | The following table presents the assumptions used to value the warrant liability for the period ended December 31, 2021: December 31, 2021 Expected volatility 57.0 % Risk-free interest rate 0.1 - 0.6 % Remaining term 0.0 - 1.5 Years |
Derivative Asset [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 derivative asset on loans to stockholders is as follows (dollars in thousands): Opening value at January 1, 2021 $ 457 Amendment to loan to stockholder 5 Change in fair value during the year 34,791 Ending value at December 31, 2021 35,253 Change in fair value during the period (5,572 ) Exercise of call option (29,681 ) Ending value at September 30, 2022 $ — |
Summary of fair value of the derivative asset and liability | The Company used a probability-weighted expected return method (“PWERM”) to weight the indicated call options value determined under the binomial option pricing model to determine the fair value of the call options. The following table presents the assumptions used to value the call options for the year ended December 31, 2021: December 31, 2021 Expected volatility 61.5 % Risk-free interest rate 0.2 % Remaining term 3.0 Years |
Promissory Note [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 promissory note is as follows (dollars in thousands): Opening value at January 1, 2021 $ — Fair value at issuance 14,608 Change in fair value during the year 443 Ending value at December 31, 2021 15,051 Change in fair value during the period (51 ) Discharge of obligation through the issuance of Common Stock (15,000 ) Ending value at September 30, 2022 $ — |
Earnout Shares Liability [Member] | |
Summary of roll-forward of the Level 3 derivative asset and liability on loans | A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (dollars in thousands): Opening value at January 1, 2022 $ — Initial fair value at the merger date 9,682 Change in fair value during the period (9,616 ) Ending value at September 30, 2022 $ 66 |
Summary of fair value of the derivative asset and liability | The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended September 30, 2022: September 30, 2022 Exercise Price $ 11.50 Expected volatility 77.5 % Risk-free interest rate 4.1 % Remaining term 4.27 Dividend yield 0 % |
The Reverse Recapitalization _2
The Reverse Recapitalization and Related Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization And Related Transactions [Abstract] | |
Summary of net assets of VPCC | The net assets of VPCC were recognized at their carrying value immediately prior to the closing with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions): Cash $ 202.0 Other assets 0.7 Accrued expense (0.2 ) Earnout liabilities (As Restated) (9.7 ) Warrant liability — Public (7.6 ) Warrant liability — Private (6.7 ) Net assets acquired (As Restated) $ 178.5 |
Summary of common stock issued | The number of shares of Common Stock issued immediately following the consummation of the Business Combination were as follows: Class A Class V Common stock outstanding on December 31, 2021 92,436,304 48,450,639 Common stock activity between December 31, 2021 and January 5, 2022 Exercise of derivative asset and paydown of stockholder loans (6,014,250 ) — Issuance of Class A Common Stock for stock option exercises 2,630,557 — Repurchase of Class A Common Stock (198,505 ) — Common Stock outstanding prior to the Business Combination 88,854,106 48,450,639 Conversion of preferred stock to Class A Common Stock 204,657,950 — Class A Common Stock attributable to VPCC 2,958,831 — Adjustment related to Reverse Recapitalization* 207,616,781 — Founder Holder shares 3,806,491 — Conversion of 2019 convertible notes and accrued interest to Class A common stock 225,330 — Exercise of Series B-1 450,841 — Issuance of Class A common stock pursuant to the PIPE financing 21,000,000 — Total shares of common stock as of closing of Business Combination and related transactions 321,953,549 48,450,639 * The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) approximately $178.5 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) approximately $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | Below is detail regarding marketable securities (in thousands): September 30, 2022 December 31, 2021 Marketable securities $ — $ 8,226 Total $ — $ 8,226 |
Short-term investments (Tables)
Short-term investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale [Table Text Block] | Below is a summary of short-term investments, which are measured at fair value as of September 30, 2022 (in thousands): Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 165,503 $ — $ (2,905 ) $ 162,598 Asset-backed securities 19,895 — (104 ) 19,791 Government securities 2,951 — (17 ) 2,934 Total $ 188,349 $ — $ (3,026 ) $ 185,323 |
Member Cash Advances, Net (Tabl
Member Cash Advances, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Summary of Member Cash Advances, Net | Below is detail regarding Member cash advances, net as of September 30, 2022 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 72,474 $ (1,703 ) $ 70,771 11-30 13,381 (3,368 ) 10,013 31-60 9,801 (5,990 ) 3,811 61-90 7,856 (5,921 ) 1,935 91-120 6,212 (5,134 ) 1,078 Total $ 109,724 $ (22,116 ) $ 87,608 Below is detail regarding Member cash advances, net as of December 31, 2021 (in thousands): Days From Origination Gross Member Allowance for Member 1-10 $ 39,910 $ (1,313 ) $ 38,597 11-30 8,111 (2,084 ) 6,027 31-60 4,781 (2,652 ) 2,129 61-90 3,986 (2,735 ) 1,251 91-120 4,220 (3,211 ) 1,009 Total $ 61,008 $ (11,995 ) $ 49,013 |
Summary of Allowance for Unrecoverable Advances | The roll-forward of the allowance for unrecoverable advances is as follows (dollars in thousands): Opening allowance balance at January 1, 2022 $ 11,995 Plus: provision for unrecoverable advances 45,995 Less: amounts written-off (35,874 ) Ending allowance balance at September 30, 2022 $ 22,116 Opening allowance balance at January 1, 2021 $ 12,580 Plus: provision for unrecoverable advances 21,693 Less: amounts written-off (22,933 ) Ending allowance balance at September 30, 2021 $ 11,340 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and Equipment, Net consisted of the following (dollars in thousands): September 30, 2022 December 31, 2021 Computer equipment $ 991 $ 664 Leasehold improvements 532 384 Furniture and fixtures 14 14 Total property and equipment 1,537 1,062 Less: accumulated depreciation (623 ) (377 ) Property and equipment, net $ 914 $ 685 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The Company’s Intangible assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Weighted Gross Carrying Accumulated Net Book Value Gross Carrying Value Accumulated Net Book Value Internally developed software 3.0 Years $ 19,551 $ (10,197 ) $ 9,354 $ 13,109 $ (5,342 ) $ 7,767 Domain name 15.0 Years 121 (45 ) 76 121 (39 ) 82 Intangible assets, net $ 19,672 $ (10,242 ) $ 9,430 $ 13,230 $ (5,381 ) $ 7,849 |
Summary of Estimated Amortization Expenses | The future estimated amortization expenses as of September 30, 2022, were as follows (in thousands): 2022 (remaining) $ 1,720 2023 3,610 2024 2.942 2025 1,108 2026 8 Thereafter 42 Total future amortization $ 9,430 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (dollars in thousands): September 30, 2022 December 31, 2021 Accrued charitable contributions $ 4,735 $ 7,164 Accrued compensation 3,012 1,522 Sales tax payable 1,303 1,208 Accrued professional and program fees 4,721 2,163 Other 1,933 988 Total $ 15,704 $ 13,045 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Leasing Activities | The Company’s leasing activities are as follows (dollars in thousands): For the Nine Months Ended September 30, September 30, Operating lease cost $ 2,058 $ 901 Short-term lease cost 26 — Variable lease cost — — Total lease cost $ 2,084 $ 901 For the Nine Months Ended September 30, September 30, Other information: Cash paid for operating leases $ 1,457 $ 798 Right-of-use $ — $ 2,514 Weighted-average remaining lease term—operating lease 3.08 2.22 Weighted-average discount rate—operating lease 10 % 10 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The Year Third-Party Related-Party Total 2022 (remaining) $ — $ 84 $ 84 2023 — 339 339 2024 — 295 295 2025 — 310 310 Thereafter — — — Total minimum lease payments $ — $ 1,028 $ 1,028 Less: imputed interest — (142 ) (142 ) Total lease liabilities $ — $ 886 $ 886 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the weighted-average assumptions used to value options granted during the nine months ended September 30, 2021: Expected term 6.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % |
Summary of Stock Option Activity | Activity with respect to stock options is summarized as follows: Shares Weighted- Average Exercise Price Options outstanding, January 1, 2022 34,709,027 $ 0.64 Granted — $ — Exercised (3,623,359 ) $ 0.45 Forfeited (979,297 ) $ 0.67 Expired (617,342 ) $ 0.70 Options outstanding, September 30, 2022 29,489,029 $ 0.66 Nonvested options, September 30, 2022 18,909,160 $ 0.72 Vested and exercisable, September 30, 2022 10,579,869 $ 0.54 |
Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options | The following table presents the key inputs and assumptions used to value the options granted to the Chief Executive Officer on the grant date: Remaining term 10.0 years Risk-free interest rate 1.5 % Expected dividend yield 0.0 % Expected volatility 40.0 % |
Summary of Stock Option Activity | Activity with respect to Restricted Stock Units is summarized as follows: Shared Weighted- Average Grant-Date Fair Value Nonvested shares at January 1, 2022 — $ — Granted 24,141,786 $ 4.57 Vested (3,700,759 ) $ 6.06 Forfeited (2,118,039 ) $ 6.04 Nonvested shares at September 30, 2022 18,322,988 $ 4.09 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of future minimum rental payments | The following is a schedule of future minimum rental payments as of September 30, 2022, under the Company’s sub-lease Year Related-Party 2022 (remaining) $ 84 2023 340 2024 295 2025 309 Thereafter — Total minimum lease payments $ 1,028 Less: imputed interest (142 ) Total lease liabilities $ 886 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Jul. 27, 2022 | Jan. 05, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Bank Charges | $ 34 | |||
Bank Overdrafts | 5 | |||
Daves Advance Service [Member] | ||||
Due to Related Parties | $ 500 | |||
Common stock Class A [Member] | ||||
Shares issued, price per share | $ 1 | |||
Common stock par value per share | $ 0.0001 | $ 0.0001 | ||
Exercise price | $ 11.5 | |||
Number of consecutive trading days for closing bid price | 30 days | |||
Number of calendar days to regain compliance with the Minimum Bid Price Requirement. | 180 days | |||
Common stock Class A [Member] | Dave Inc [Member] | ||||
Common stock par value per share | $ 0.0001 | |||
Stock issued during the period reverse recapitalization value | $ 327,255,618 | |||
Class V Common Stock [Member] | Dave Inc [Member] | ||||
Common stock par value per share | $ 0.0001 | |||
Stock issued during the period reverse recapitalization value | $ 48,450,639 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement on the Company's Previously Issued Financial Statements (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Member advances, service revenue | $ (5,351) | $ (1,688) |
Net cash (used in) provided by operating activities | (40,944) | 4,030 |
Investing activities | ||
Net disbursements and collections of Member advances | (77,629) | (26,129) |
Net cash used in investing activities | $ (263,928) | (26,349) |
As Previously Reported | ||
Operating activities | ||
Member advances, service revenue | (27,817) | |
Net cash (used in) provided by operating activities | (22,099) | |
Investing activities | ||
Net disbursements and collections of Member advances | 0 | |
Net cash used in investing activities | (220) | |
Restatement | ||
Operating activities | ||
Member advances, service revenue | 26,129 | |
Net cash (used in) provided by operating activities | 26,129 | |
Investing activities | ||
Net disbursements and collections of Member advances | (26,129) | |
Net cash used in investing activities | $ (26,129) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Carrying Value of Dave OD's Assets and Liabilities (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Assets | |||
Cash and cash equivalents | $ 38,558,000 | $ 32,009,000 | $ 21,307,000 |
Member advances, net of allowance for unrecoverable advances of $1,373 and $1,315 as of September 30, 2022 and December 31, 2021, respectively | 87,608,000 | 49,013,000 | |
Debt facility commitment fee, long-term | 87,000 | 131,000 | |
Liabilities | |||
Debt facility | 45,000,000 | 35,000,000 | |
Other current liability | 2,544,000 | 1,153,000 | |
Total liabilities | 334,226,000 | 147,186,000 | |
Variable Interest Entity, Primary Beneficiary | |||
Assets | |||
Cash and cash equivalents | 14,736 | 26,239 | |
Member advances, net of allowance for unrecoverable advances of $1,373 and $1,315 as of September 30, 2022 and December 31, 2021, respectively | 44,874 | 35,835 | |
Debt and credit facility commitment fee, current | 117 | 470 | |
Debt facility commitment fee, long-term | 87 | 131 | |
Total assets | 59,814 | 62,675 | |
Liabilities | |||
Accounts payable | 531 | 411 | |
Credit facility | 20,000 | 20,000 | |
Debt facility | 45,000 | 35,000 | |
Other current liability | 400 | ||
Warrant liability | 3,726 | ||
Total liabilities | $ 65,531 | $ 59,537 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Carrying Value of Dave OD's Assets and Liabilities (Details) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 22,116,000 | $ 11,995,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Member advances,Allowance for unrecoverable advances | $ 1,373 | $ 1,315 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities | ||
Note payable | $ 0 | $ 15,000 |
Fair Value, Recurring [Member] | ||
Assets | ||
Marketable securities | 0 | 8,226 |
Short-term investments | 185,323 | |
Derivative asset on loans to stockholders | 35,253 | |
Total assets | 185,323 | 43,479 |
Liabilities | ||
Warrant Liability | 3,726 | |
Note payable | 15,051 | |
Earnout liabilities | 66 | |
Total liabilities | 489 | 18,777 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 226 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 197 | |
Fair Value, Recurring [Member] | Level 1 | ||
Assets | ||
Marketable securities | 0 | 8,226 |
Total assets | 0 | 8,226 |
Liabilities | ||
Total liabilities | 197 | |
Fair Value, Recurring [Member] | Level 1 | Public Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 197 | |
Fair Value, Recurring [Member] | Level 2 | ||
Assets | ||
Short-term investments | 185,323 | |
Total assets | 185,323 | |
Fair Value, Recurring [Member] | Level 3 | ||
Assets | ||
Derivative asset on loans to stockholders | 35,253 | |
Total assets | 35,253 | |
Liabilities | ||
Warrant Liability | 3,726 | |
Note payable | 15,051 | |
Earnout liabilities | 66 | |
Total liabilities | 292 | $ 18,777 |
Fair Value, Recurring [Member] | Level 3 | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant Liability | $ 226 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Roll-Forward Of The Level 3 Derivative Asset And Liability On Loans (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise of call option | $ 29,700 | |
Derivative Liability [Member] | Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 3,726 | |
Initial fair value at the original issuance dates | 106 | |
Change in fair value during the period | (361) | 3,620 |
Exercise of warrant | (3,365) | |
Ending value | 3,726 | |
Derivative Asset [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 35,253 | 457 |
Amendment to loan to stockholder | 5 | |
Change in fair value during the period | (5,572) | 34,791 |
Exercise of call option | (29,681) | |
Ending value | 0 | 35,253 |
Promissory Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening value | 15,051 | |
Initial fair value at the original issuance dates | 14,608 | |
Change in fair value during the period | (51) | 443 |
Discharge of obligation through the issuance of Common Stock | $ (15,000) | |
Ending value | $ 15,051 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary Of Fair Value Of The Derivative Asset And Liability (Detail) | Dec. 31, 2021 yr |
Derivative Liability [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 57 |
Derivative Liability [Member] | Minimum [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.1 |
Derivative Liability [Member] | Minimum [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Derivative Liability [Member] | Maximum [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.6 |
Derivative Liability [Member] | Maximum [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 1.5 |
Derivative Asset [Member] | Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 0.2 |
Derivative Asset [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 61.5 |
Derivative Asset [Member] | Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Measurement Input | 3 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 05, 2022 shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Jul. 27, 2022 $ / shares | Oct. 06, 2021 $ / shares | Jun. 07, 2021 $ / shares | Aug. 30, 2020 $ / shares | Aug. 05, 2019 $ / shares | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 600,000 | $ 600,000 | $ 500,000 | ||||||||
FDIC Insured Amount | 37,800,000 | 37,800,000 | 31,900,000 | ||||||||
Loan origination costs | $ 1,500,000 | $ 1,100,000 | 3,600,000 | $ 2,900,000 | |||||||
Subscription fees Received | $ 1 | ||||||||||
Share price | $ / shares | $ 0.005 | $ 0.005 | $ 8.67 | ||||||||
Fair Value, Option, Loans Held as Assets, Aggregate Difference | $ 0 | $ 0 | 35,300,000 | ||||||||
Advertising expense | 24,100,000 | 12,900,000 | $ 57,100,000 | 38,800,000 | |||||||
Effective Income Tax Rate | 50% | ||||||||||
Changes in fair value of warrant liability | (748,000) | 614,000 | $ (14,232,000) | 3,480,000 | |||||||
Exercise of call options on loans to stockholders | 29,700,000 | ||||||||||
Contra equity loan to stockholders settled | 15,200,000 | ||||||||||
Debt securities loss | 0 | 100,000 | |||||||||
Gain on change in fair value of earnout shares | 20,000 | 9,600,000 | |||||||||
ATM-related fees | 300,000 | $ 200,000 | 500,000 | $ 600,000 | |||||||
Estimation of Valuation [Member] | |||||||||||
Unrecognized Tax Benefits | 600,000 | 600,000 | 500,000 | ||||||||
Warrant Liability Related To Debt Facility [Member] | |||||||||||
Changes in fair value of warrant liability | 0 | $ 400,000 | |||||||||
Class of warrants or rights excercised during the period units | shares | 1,664,394 | ||||||||||
Stock issued during the period exercise of warrants | shares | 450,841 | ||||||||||
Public Warrants [Member] | |||||||||||
Changes in fair value of warrant liability | 300,000 | $ 7,400,000 | |||||||||
Private Placement Warrants [Member] | |||||||||||
Changes in fair value of warrant liability | 400,000 | 6,500,000 | |||||||||
Common stock [Member] | Estimation of Valuation [Member] | |||||||||||
Share price | $ / shares | $ 10.8 | ||||||||||
Series A convertible preferred stock [Member] | Additional paid-in capital [Member] | |||||||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | 9,881 | ||||||||||
Series B One Convertible Preferred Stock [Member] | Additional paid-in capital [Member] | |||||||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | 49,675 | ||||||||||
Series B Two Convertible Preferred Stock [Member] | Additional paid-in capital [Member] | |||||||||||
Conversion from permanent equity to temporary equity retroactive recapitalization | $ 12,617 | ||||||||||
Dave Inc [Member] | Series B One And B Two Redeemable Convertible Preferred Stock [Member] | |||||||||||
Conversion of redeemable convertible preferred stock into common stock conversion ratio | 1.033076 | ||||||||||
Fair Value, Nonrecurring [Member] | |||||||||||
Fair Value, Net Asset (Liability) | $ 0 | $ 0 | $ 0 | ||||||||
Minimum [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Share price | $ / shares | $ 3.273 | $ 3.273 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.935 | ||||||||||
Maximum [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||||
Share price | $ / shares | $ 3.42 | $ 3.42 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.981 | ||||||||||
Computer Software, Intangible Asset [Member] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||
Financial Asset, Equal to or Greater than 90 Days Past Due [Member] | |||||||||||
Accounts Receivable, Noncurrent, Threshold Period Past Due | 120 days | 120 days | |||||||||
Class A common stock [Member} | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | ||||||||||
Stock shares issued during the period discharge of promissory note shares | shares | 1,500,000 | ||||||||||
Shares subject to forfeiture | shares | 1,586,037 | ||||||||||
Period over which vesting conditions shall be met | 5 years | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.000001 | $ 0.000001 | |||||||||
Series A Preferred Stock [Member] | Dave Inc [Member] | |||||||||||
Conversion of redeemable convertible preferred stock into common stock conversion ratio | 1 | ||||||||||
Series B1 Preferred Stock [Member] | |||||||||||
Shares Issued, Price Per Share | $ / shares | 0.000001 | 0.000001 | |||||||||
Series B2 Preferred Stock [Member] | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.000001 | $ 0.000001 | |||||||||
Class A And Class V Common Stock [Member] | |||||||||||
Common stock previously outstanding convered into new common stock exchange ratio | 1.354387513 | ||||||||||
Common stock shares issuable upon the exercise of options | shares | 32,078,481 | ||||||||||
Class A And Class V Common Stock [Member] | Dave Inc [Member] | |||||||||||
Conversion of redeemable convertible preferred stock into common stock shares | shares | 342,649,141 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Operating Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Recognition [Line Items] | ||||
Revenues | $ 56,807 | $ 40,198 | $ 145,163 | $ 111,853 |
Processing fees, net | ||||
Revenue Recognition [Line Items] | ||||
Revenues | 29,793 | 21,032 | 74,624 | 57,410 |
Tips [Member] | ||||
Revenue Recognition [Line Items] | ||||
Revenues | 17,496 | 12,005 | 45,991 | 33,067 |
Subscriptions [Member] | ||||
Revenue Recognition [Line Items] | ||||
Revenues | 5,192 | 4,059 | 13,691 | 13,055 |
Other [Member] | ||||
Revenue Recognition [Line Items] | ||||
Revenues | 314 | 242 | 748 | 610 |
Transaction based revenue, net [Member] | ||||
Revenue Recognition [Line Items] | ||||
Revenues | $ 4,012 | $ 2,860 | $ 10,109 | $ 7,711 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net loss | $ (47,504) | $ (7,889) | $ (107,414) | $ (4,801) |
Less: noncumulative dividend to convertible preferred stockholders | 0 | 0 | 0 | 0 |
Less: undistributed earnings to participating securities | 0 | 0 | ||
Net loss attributed to common stockholders—basic | (47,504) | (7,889) | (107,414) | (4,801) |
Net loss attributed to common stockholders—diluted | $ (47,504) | $ (7,889) | $ (107,414) | $ (4,801) |
Denominator | ||||
Weighted-average shares of common stock—basic | 374,507,465 | 137,833,983 | 368,843,244 | 135,678,324 |
Dilutive effect of convertible preferred stock | 0 | |||
Dilutive effect of equity incentive awards | 0 | |||
Weighted-average shares of common stock—diluted | 374,507,465 | 137,833,983 | 368,843,244 | 135,678,324 |
Net (loss) income per share | ||||
Basic | $ (0.13) | $ (0.06) | $ (0.29) | $ (0.04) |
Diluted | $ (0.13) | $ (0.06) | $ (0.29) | $ (0.04) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Summary Of Computation Of Diluted Net Loss (Income) Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 57,812,017 | 244,551,069 | 57,812,017 | 244,551,069 |
Equity incentive awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 47,812,017 | 38,416,709 | 47,812,017 | 38,416,709 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 10,000,000 | 0 | 10,000,000 | 0 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 203,882,182 | 0 | 203,882,182 |
Series B-1 warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 2,252,178 | 0 | 2,252,178 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of Roll-Forward of the Level 3 Private Warrant Liability (Detail) - Private Placement Warrants [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial fair value at the merger date | $ 6,681 |
Change in fair value during the period | (6,455) |
Ending value | $ 226 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of Unobservable Inputs in Measurement of Private Warrants (Detail) | Sep. 30, 2022 yr |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.5 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 92.8 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 4.1 |
Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 4.26 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Schedule of Level 3 Earnout Shares liability (Detail) - Founder Holder Earnout Shares Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening value | $ 0 |
Initial fair value at the merger date | 9,682 |
Change in fair value during the period | (9,616) |
Ending value | $ 66 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Schedule of Earnout Shares liability (Detail) - Founder Holder Earnout Shares Liability [Member] | Sep. 30, 2022 yr |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 11.5 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 77.5 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 4.1 |
Remaining term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 4.27 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0 |
The Reverse Recapitalization _3
The Reverse Recapitalization and Related Transactions - Summary of Net Assets of VPCC (Detail) - VPCC Acquisiton [Member] $ in Millions | Sep. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 202 |
Other assets | 0.7 |
Accrued expense | (0.2) |
Earnout liabilities (As Restated) | (9.7) |
Net assets acquired (As Restated) | 178.5 |
Warrant [Member] | Public Warrant [Member] | |
Business Acquisition [Line Items] | |
Warrant liability | (7.6) |
Warrant [Member] | Private Warrant [Member] | |
Business Acquisition [Line Items] | |
Warrant liability | $ (6.7) |
The Reverse Recapitalization _4
The Reverse Recapitalization and Related Transactions - Summary of Common Stock Issued (Detail) | 9 Months Ended | |
Sep. 30, 2022 shares | ||
Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common Stock outstanding on December 31, 2021 | 92,436,304 | |
Class A Common Stock attributable to VPCC | 2,958,831 | |
Conversion of 2019 convertible notes and accrued interest to Class A common stock | 225,330 | |
Exercise of Series B-1 preferred stock warrants, net of settlement | 450,841 | |
Issuance of Class A Common Stock pursuant to the PIPE financing | 21,000,000 | |
Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common Stock outstanding on December 31, 2021 | 48,450,639 | |
Prior To Business Combination [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Exercise of derivative asset and paydown of stockholder loans | (6,014,250) | |
Stock issued during period | 2,630,557 | |
Repurchase of Class A Common Stock | (198,505) | |
Common stock outstanding to the Business Combination | 88,854,106 | |
Prior To Business Combination [Member] | Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 48,450,639 | |
Adjustment Related To Reverse Recapitalization [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Adjustment related to Reverse Recapitalization | 207,616,781 | [1] |
Shares Issued Immediately Following The Consummation Of The Business Combination [Member] | Founder Shares [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Stock issued during period | 3,806,491 | |
Shares As Of Closing of Business Combination And Related Transactions [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 321,953,549 | |
Shares As Of Closing of Business Combination And Related Transactions [Member] | Class V common stock [Member] | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Common stock outstanding to the Business Combination | 48,450,639 | |
Preferred Stock [Member] | Adjustment Related To Reverse Recapitalization [Member] | Class A common stock [Member} | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||
Conversion of preferred stock to Class A Common Stock | 204,657,950 | |
[1]The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) approximately $178.5 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of VPCC, net of transaction costs and (ii) approximately $72.2 million which represents the conversion of the convertible preferred stock into Dave Class A Common Stock. |
The Reverse Recapitalization _5
The Reverse Recapitalization and Related Transactions - Summary of Common Stock Issued (Parenthetical) (Detail) - Adjustment To APIC Related To The Reverse Recapitalization [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 178.5 |
Dave Class A Common Stock [Member] | |
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | |
Conversion Of Convertible Preferred Stock Into Common Stock In Connection With Reverse Recapitalization | $ 72.2 |
The Reverse Recapitalization _6
The Reverse Recapitalization and Related Transactions - Additional Information (Detail) $ / shares in Units, $ in Millions | Jan. 05, 2022 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Jul. 27, 2022 $ / shares | Dec. 31, 2021 shares | Aug. 17, 2021 USD ($) shares | Jun. 07, 2021 $ / shares |
Share Price | $ / shares | $ 0.005 | $ 8.67 | ||||
Threshold applicable common share price | $ / shares | $ 12.5 | |||||
Number of options outstanding immediately after the business combination | 29,489,029 | 34,709,027 | ||||
Warrants To Purchase Class A Common Stock [Member] | ||||||
Class of warrant or right, Number of securities called by warrants or rights | 11,444,235 | |||||
Public Warrants [Member] | ||||||
Class of warrant or right, number of securities called by warrants or rights listed on stock exchange | 6,344,131 | |||||
Warrants outstanding | 6,344,021 | |||||
Private Placement Warrants [Member] | ||||||
Warrants outstanding | 5,100,214 | |||||
Exercise price | $ / shares | $ 11.5 | |||||
New Dave Options [Member] | ||||||
Number of options outstanding immediately after the business combination | 32,078,481 | |||||
Promissory Note [Member] | Alameda Research [Member] | ||||||
Principal amount | $ | $ 15 | |||||
Business Combination Agreement [Member] | ||||||
Adjustment to additional paid in capital transaction and issuance costs incurred | $ | $ 22.6 | |||||
Business combination transaction costs capitalized | $ | 5.1 | |||||
Accrued transaction costs | $ | $ 7.5 | |||||
Amendment To The Subscription Agreement [Member] | Promissory Note [Member] | Alameda Research [Member] | ||||||
Purchase price | $ | $ 15 | |||||
Stock issued during the period shares conversion of debt | 1,500,000 | |||||
Founder Holder Earnout Shares [Member] | Triggering Event One [Member] | ||||||
Percentage of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | (60.00%) | |||||
Number of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | (951,622) | |||||
Share Price | $ / shares | $ 12.5 | |||||
Founder Holder Earnout Shares [Member] | Triggering Event Two [Member] | ||||||
Number of shares immediately become vested and no longer subject to forfeiture upon occurrence of event | (634,415) | |||||
Share Price | $ / shares | $ 15 | |||||
Threshold applicable common share price | $ / shares | $ 15 | |||||
Conversion Of Shares Of Legacy Dave [Member] | ||||||
Conversion of stock, shares issued | 342,638,866 | |||||
Common Class A [Member] | ||||||
Shares subject to forfeiture | 1,586,037 | |||||
Period over which vesting conditions shall be met | 5 years | |||||
Shares Issued, Price Per Share | $ / shares | $ 1 | |||||
Exercise price | $ / shares | $ 11.5 | |||||
Common Class A [Member] | Original Subscription Agreement [Member] | ||||||
Investor agreed to prefund its obligation under agreement to subscribe number of shares | 1,500,000 | |||||
Aggregate PIPE Financing subscription amount | $ | $ 15 | |||||
Common Class A [Member] | Conversion Of Shares Of Legacy Dave [Member] | ||||||
Conversion of stock, shares issued | 294,188,227 | |||||
Common Class A [Member] | Conversion Of Shares Of Vpcc [Member] | ||||||
Conversion of stock, shares issued | 5,392,528 | |||||
Common Class A [Member] | Conversion Of Shares Of Vpcc [Member] | Founder Shares [Member] | ||||||
Conversion of stock, shares converted | 5,392,528 | |||||
Class V Common Stock [Member] | Conversion Of Shares Of Legacy Dave [Member] | ||||||
Conversion of stock, shares issued | 48,450,639 | |||||
Series A, Series B1And Series B2 And Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Convertible preferred stock converted in to shares of common stock immediately prior to the business combination | 204,657,950 | |||||
Class A And Class V Common Stock [Member] | ||||||
Conversion of stock, shares issued | 342,638,866 | |||||
Common stock shares issuable upon the exercise of options and warrants | 32,078,481 | |||||
Vpcc [Member] | ||||||
Cash Acquired from Acquisition | $ | $ 7 | |||||
Vpcc [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | ||||||
Investor agreed to prefund its obligation under agreement to subscribe number of shares | 21,000,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Aggregate PIPE Financing subscription amount | $ | $ 210 | |||||
Vpcc [Member] | Common Class A [Member] | ||||||
Transactions Costs | $ | 22.6 | |||||
Legacy Dave [Member] | Common Class A [Member] | ||||||
Shares outstanding and being excercised by the holders for redemption value | $ | $ 224.2 | |||||
Number of shares converted as a result of each share of non redeemed common stock | 1 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 0 | $ 8,226 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Financing receivable weighted average maturity | 46 days |
Short-term investments - Summar
Short-term investments - Summary of Short-term Investments (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 188,349 | $ 188,349 |
Gross Unrealized Losses | (596) | (3,026) |
Fair Value | 185,323 | 185,323 |
Short-Term Investments [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (600) | (3,026) |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 165,503 | 165,503 |
Fair Value | 162,598 | 162,598 |
Corporate Debt Securities [Member] | Short-Term Investments [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross Unrealized Losses | (2,905) | |
Asset-Backed Securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 19,895 | 19,895 |
Fair Value | 19,791 | 19,791 |
Asset-Backed Securities [Member] | Short-Term Investments [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross Unrealized Losses | (104) | |
Government securities [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 2,951 | 2,951 |
Fair Value | $ 2,934 | 2,934 |
Government securities [Member] | Short-Term Investments [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross Unrealized Losses | $ (17) |
Short-term investments - Additi
Short-term investments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | ||||
Purchases of short term investments | $ 197,799,000 | $ 0 | ||
Debt securities, available-for-sale, unrealized loss | $ 596,000 | 3,026,000 | ||
Short-term investments | $ 0 | |||
Short-Term Investments [Member] | ||||
Debt Securities, Available-for-Sale [Line Items] | ||||
Proceeds from sale of debt securities, available-for-Sale | 10,300,000 | |||
Purchases of short term investments | 197,800,000 | |||
Debt securities, available-for-sale, unrealized loss | $ 600,000 | $ 3,026,000 |
Member Cash Advances, Net - Sum
Member Cash Advances, Net - Summary of Member Cash Advances, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | $ 109,724 | $ 61,008 | ||
Allowance for Unrecoverable Advances | (22,116) | (11,995) | $ (11,340) | $ (12,580) |
Member Advances, Net | 87,608 | 49,013 | ||
1-10 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 72,474 | 39,910 | ||
Allowance for Unrecoverable Advances | (1,703) | (1,313) | ||
Member Advances, Net | 70,771 | 38,597 | ||
11-30 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 13,381 | 8,111 | ||
Allowance for Unrecoverable Advances | (3,368) | (2,084) | ||
Member Advances, Net | 10,013 | 6,027 | ||
31-60 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 9,801 | 4,781 | ||
Allowance for Unrecoverable Advances | (5,990) | (2,652) | ||
Member Advances, Net | 3,811 | 2,129 | ||
61-90 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 7,856 | 3,986 | ||
Allowance for Unrecoverable Advances | (5,921) | (2,735) | ||
Member Advances, Net | 1,935 | 1,251 | ||
91-120 [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Gross Member Advances | 6,212 | 4,220 | ||
Allowance for Unrecoverable Advances | (5,134) | (3,211) | ||
Member Advances, Net | $ 1,078 | $ 1,009 |
Member Cash Advances, Net - S_2
Member Cash Advances, Net - Summary of Allowance for Unrecoverable Advances (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Allowance for Credit Loss, Writeoff, after Recovery [Abstract] | ||
Beginning balance | $ 11,995 | $ 12,580 |
Plus: provision for unrecoverable advances | 45,995 | 21,693 |
Less: amounts written-off | (35,874) | (22,933) |
Ending balance | $ 22,116 | $ 11,340 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,537 | $ 1,062 |
Less: Accumulated depreciation | (623) | (377) |
Property and equipment, net | 914 | 685 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 991 | 664 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 532 | 384 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14 | $ 14 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 60 | $ 300 | $ 100 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Amortization of Intangible Assets | $ 2.3 | $ 0.7 | $ 4.9 | $ 1.9 |
Impairment charges | 0 | 0 | ||
Capitalized costs for internally developed software | 2.3 | 1.1 | 6.4 | 3.9 |
Intangible Assets, Amortization Period [Member] | ||||
Amortization of Intangible Assets | $ 1.5 | $ 0 | $ 2.1 | $ 0 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | $ 19,672 | $ 13,230 |
Accumulated Amortization | (10,242) | (5,381) |
Intangible assets, net | 9,430 | 7,849 |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | 19,551 | 13,109 |
Accumulated Amortization | (10,197) | (5,342) |
Intangible assets, net | $ 9,354 | 7,767 |
Weighted Average Useful Lives | 3 years | |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, gross | $ 121 | 121 |
Accumulated Amortization | (45) | (39) |
Intangible assets, net | $ 76 | $ 82 |
Weighted Average Useful Lives | 15 years |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Estimated Amortization Expenses (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
2022 (remaining) | $ 1,720,000 | |
2023 | 3,610,000 | |
2024 | 2,942 | |
2025 | 1,108,000 | |
2026 | 8,000 | |
Thereafter | 42,000 | |
Intangible Assets, net | $ 9,430,000 | $ 7,849,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued charitable contributions | $ 4,735 | $ 7,164 |
Accrued compensation | 3,012 | 1,522 |
Sales tax payable | 1,303 | 1,208 |
Accrued professional and program fees | 4,721 | 2,163 |
Other | 1,933 | 988 |
Total | $ 15,704 | $ 13,045 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Pledged as Collateral [Member] | ||||
Debt Instrument, Collateral Fee | $ 0.9 | $ 1.3 | $ 2.9 | $ 3.6 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - Line of Credit [Member] - UBS [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Debt issuance costs, Line of credit arrangements, Net | $ 0 | ||
Line of credit facility, Description | There was no stated maturity date, there were no financial covenants and the amount of the line of credit was solely dependent upon the total amount of assets the Company holds with UBS at any given point. | ||
Repayment of line of credit | $ 3,900 |
Convertible Note Payable - Addi
Convertible Note Payable - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Mar. 21, 2022 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 3.01% | |
Conversion price | $ 10 | |
Percentage of ownership of common stock | 175% | |
Redemption price percentage | 100% | |
Paid-in-Kind Interest | $ 101.6 | |
Purchase Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument principal amount | $ 100 | |
Debt instrument interest rate | 3% | |
Debt instrument term | 48 months | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Number of consecutive trading days for preceding the delivery | 20 days | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Number of consecutive trading days for preceding the delivery | 30 days |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Notes payable fair value disclosure | $ 0 | $ 15 | |
Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Stock shares issued during the period discharge of promissory note shares | 1,500,000 | ||
Unsecured Promissory Note [Member] | Amendment to Private Investment in Public Equity Subscription Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument face amount | $ 15 | ||
Number of shares issued on conversion of debt | 1,500,000 | ||
Debt instrument term | 1 year |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 07, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 0.005 | $ 8.67 | ||
Fair value of the warrants at the issuance date | $ 0.1 | |||
Amended Senior Secured Loan Facility [Member] | Victory Park Management, LLC [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Proceeds from lines of credit | $ 10 | $ 20 | $ 20 | |
Percentage right to acquire a number of common shares on fully diluted equity | 0.20% | |||
Proceeds from issuance of equity | $ 40 | |||
Percentage of fair market value of each share of common stock | 80% | |||
Fair market value of each share of common stock per share | $ 3.75205 | |||
Private Placement Warrants [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of Warrants outstanding | 5,100,214 | |||
Exercise price | $ 11.5 | |||
Public Warrants [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of Warrants outstanding | 6,344,021 | |||
Warrant Liability Related To Debt Facility [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights excercised during the period units | 1,664,394 | |||
Stock issued during the period exercise of warrants | 450,841 | |||
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights term | 5 years | |||
Exercise price | $ 11.5 | |||
Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | 3.273 | |||
Triggering Share Price One [Member] | Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 18 | |||
Number of days of notice to be given for the redemption of warrants | 30 days | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Number of trading days for determining the share price | 30 days | |||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |||
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights redemption price | $ 0.01 | |||
Triggering Share Price Two [Member] | Minimum [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Share Price | $ 10 | |||
Number of days of notice to be given for the redemption of warrants | 30 days | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Number of trading days for determining the share price | 30 days | |||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |||
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Class of warrants or rights redemption price | $ 0.1 |
Debt and Credit Facility - Addi
Debt and Credit Facility - Additional Information (Detail) - Victory Park Management, LLC $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Senior Secured Loan Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||
Proceeds from sale of productive assets | $ 250 | |||
Percentage of prepayment of loans from proceeds | 100 | |||
Proceeds from lines of credit | $ 45,000 | $ 35,000 | ||
Amended Senior Secured Loan Facility | ||||
Proceeds from lines of credit | $ 10,000 | 20,000 | $ 20,000 | |
Line of credit facility, additional borrowing capacity | $ 20,000 | |||
Line of Credit | Senior Secured Loan Facility | ||||
Debt instrument, description of variable rate basis | 6.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55% | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Debt instrument covenant amount | $ 10,000 | |||
Line of Credit | Amended Senior Secured Loan Facility | ||||
Debt instrument, description of variable rate basis | 8.95% annually plus a base rate defined as the greater of three-month LIBOR (as of the last business day of each calendar month) and 2.55% | |||
Debt instrument, basis spread on variable rate description | three-month LIBOR | |||
Debt instrument, basis spread on variable rate | 2.55% | |||
Base Rate | Senior Secured Loan Facility | ||||
Line of credit facility, interest rate during period | 6.95% | |||
Base Rate | Amended Senior Secured Loan Facility | ||||
Line of credit facility, interest rate during period | 8.95% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Loss contingency lawsuit filing date | September 16, 2020 | |
Misappropriation of shares | 9.2 | |
Stock split ratio | 10 | |
Loss Contingency Accrual Carrying Value Current [Member] | ||
Commitments And Contingencies [Line Items] | ||
Estimated litigation liability, current | $ 6 | |
Legal Settlement Expense [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss contingency estimate of possible loss | $ 3.2 | $ 3.2 |
Leases - Additional information
Leases - Additional information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2020 | Jan. 31, 2019 | Nov. 30, 2018 | |
PCJW Properties [Member] | |||
Initial lease term of contract | 7 years | 5 years | |
Lease rental expense | $ 20 | $ 6 | |
Annual lease escalation percentage | 5% | 4% | |
Whalerock Industries Holding Company, LLC [Member] | |||
Initial lease term of contract | 18 months | ||
Sublease rental expense | $ 140 |
Leases - Schedule of Leasing Ac
Leases - Schedule of Leasing Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,058 | $ 901 |
Short-term lease cost | 26 | 0 |
Variable lease cost | 0 | 0 |
Total lease cost | 2,084 | 901 |
Cash paid for operating leases | 1,457 | 798 |
Right-of-use assets obtained in exchange for new operating lease liability | $ 0 | $ 2,514 |
Weighted-average remaining lease term—operating lease | 3 years 29 days | 2 years 2 months 19 days |
Weighted-average discount rate—operating lease | 10% | 10% |
Leases - Schedule Of Future Min
Leases - Schedule Of Future Minimum Rental Payments For Operating Leases (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | $ 84 |
2023 | 339 |
2024 | 295 |
2025 | 310 |
Thereafter | 0 |
Total minimum lease payments | 1,028 |
Less: imputed interest | (142) |
Total lease liabilities | 886 |
Third-Party Commitment [Member] | |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Total minimum lease payments | 0 |
Less: imputed interest | 0 |
Total lease liabilities | 0 |
Related-Party Commitment [Member] | |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | |
2022 (remaining) | 84 |
2023 | 339 |
2024 | 295 |
2025 | 310 |
Total minimum lease payments | 1,028 |
Less: imputed interest | (142) |
Total lease liabilities | $ 886 |
Preferred Stock and Stockhold_2
Preferred Stock and Stockholders' Equity - Additional Information (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 329,596,893 | 297,094,254 |
Common Stock, Shares, Outstanding | 328,010,856 | 297,094,254 |
Common Class A [Member] | Board Of Directors [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Issued | 329,596,893 | |
Common Stock, Shares, Outstanding | 328,010,856 | |
Common Class V [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 48,450,639 | 48,450,639 |
Common Stock, Shares, Outstanding | 48,450,639 | 48,450,639 |
Common Class V [Member] | Board Of Directors [Member] | ||
Convertible Preferred Stock And Stockholders Deficit Line Item [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Issued | 48,450,639 | |
Common Stock, Shares, Outstanding | 48,450,639 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions in the Binomial Option-Pricing Model Used to Determine The Fair Value of Stock Options (Detail) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 10 years | |
Risk-free interest rate | 1.50% | |
Expected dividend yield | 0% | |
Expected volatility | 40% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years | |
Risk-free interest rate | 1.50% | |
Expected dividend yield | 0% | |
Expected volatility | 40% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Options outstanding | 34,709,027 |
Granted | |
Exercised | (3,623,359) |
Forfeited | (979,297) |
Expired | (617,342) |
Ending Options outstanding | 29,489,029 |
Nonvested options, Shares | 18,909,160 |
Vested and exercisable, Shares | 10,579,869 |
Beginning Weighted- Average Exercise Price Options outstanding | $ 0.64 |
Weighted- Average Exercise Price Granted | 0 |
Weighted- Average Exercise Price Exercised | 0.45 |
Weighted- Average Exercise Price Forfeited | 0.67 |
Weighted- Average Exercise Price Expired | 0.7 |
Ending Weighted- Average Exercise Price Options outstanding | 0.66 |
Nonvested options, Weighted- Average Exercise Price | 0.72 |
Vested and exercisable, Weighted- Average Exercise Price | $ 0.54 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Shares | shares | 0 |
Granted, Shares | shares | 24,141,786 |
Vested, Shares | shares | (3,700,759) |
Forfeited, Shares | shares | (2,118,039) |
Ending Balance, Shares | shares | 18,322,988 |
Beginning Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 0 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 4.57 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 6.06 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 6.04 |
Ending Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 4.09 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares shares | Jul. 31, 2022 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) tranches $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | |
Share based compensation by share award non vested options subject to forfeiture | shares | 266,645 | 266,645 | 622,171 | 266,645 | 622,171 | |
Share based compensation by share based award non vested options subject to forfeiture weighted average exercise price | $ / shares | $ 0.69 | $ 0.69 | $ 0.69 | $ 0.69 | $ 0.69 | |
Chief Executive Officer [Member] | ||||||
Share-based payment arrangement, expense | $ | $ 1.9 | |||||
Option Strike Price | $ / shares | $ 0.72 | |||||
Granted, Shares | shares | 11,456,061 | |||||
Fair value of the options on the grant date | $ | $ 10.5 | |||||
Employee Stock Option [Member] | ||||||
Share-based payment arrangement, expense | $ | $ 8 | $ 3.6 | $ 34.1 | $ 6.3 | ||
Stock options granted during period | shares | 0 | |||||
Employee Stock Option [Member] | Chief Executive Officer [Member] | ||||||
Share based payment arrangement number of tranches | tranches | 9 | |||||
Restricted Stock [Member] | ||||||
Granted, Shares | shares | 24,141,786 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 69.4 | 69.4 | $ 69.4 | |||
Unrecognized stock-based compensation cost period for recognition | 3 years | |||||
Stock Compensation Plan [Member] | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 14.1 | $ 14.1 | $ 14.1 | |||
Unrecognized stock-based compensation cost period for recognition | 3 years 8 months 12 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0 | $ 1.22 | ||||
Stock Compensation Plan [Member] | DAVE Two Thousand and Twenty One Plan Member [Member] | ||||||
Expiration period | 10 years | |||||
Vesting period | 4 years | |||||
Time Based Restricted Stock Units [Member] | ||||||
Granted, Shares | shares | 6,463,951 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Future Minimum Rental Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
Less: imputed interest | $ (142) |
Total lease liabilities | 886 |
PCJW Properties LLC [Member] | |
Related Party Lessee Operating Lease Liability Maturity [Line Items] | |
2022 (remaining) | 84 |
2023 | 340 |
2024 | 295 |
2025 | 309 |
Thereafter | |
Total minimum lease payments | 1,028 |
Less: imputed interest | (142) |
Total lease liabilities | $ 886 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Payment for the repurchase of shares | $ 1,583,000 | $ 0 | |||||||
Stock shares repurchased during the period value | 1,583,000 | ||||||||
Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for the repurchase of shares | $ 1,600,000 | ||||||||
Stock shares repurchased during the period shares | 146,565 | ||||||||
Stock shares repurchased during the period value | $ 1,600,000 | ||||||||
Related Party Exercise Receivable Promissory Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Issuance of Debt | $ 1,000,000 | $ 100 | |||||||
Number of Shares Pledged | 1,050,000 | 1,942,250 | |||||||
Notes Payable, Related Parties | $ 0 | $ 0 | $ 1,100,000 | ||||||
Debt Instrument, Term | 5 years | ||||||||
Related Party Exercise Receivable Promissory Notes [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 1.50% | ||||||||
Related Party Exercise Receivable Promissory Notes [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 2% | ||||||||
Loans To Stockholders [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument maturity date | Aug. 12, 2026 | ||||||||
Interest rate | 1.87% | ||||||||
Due from related parties | 0 | $ 0 | $ 15,200,000 | ||||||
PCJW Properties LLC [Member] | Leasing Arrangements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease expense | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - 401(k) Savings Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined contribution plan, maximum annual contributions per employee, percent | 100% | 90% | |||
Defined contribution plan, employer matching contribution percent | 4% | ||||
Defined contribution plan, employer contribution | $ 0.5 | $ 0.3 | $ 1.4 | $ 0.7 |