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0001522540FALSE00015225402023-02-282023-02-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of Report (Date of earliest event reported): February 28, 2023

MARQETA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-40465 27-4306690
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
180 Grand Avenue, 6th Floor
Oakland, California 94612
(Address of principal executive offices, including zip code) 
Registrant’s telephone number, including area code: (888) 462-7738 
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, $0.0001 par value per share   MQ   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02    Results of Operations and Financial Condition.

On February 28, 2023, Marqeta, Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit Number   Description
99.1
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  MARQETA, INC.
Date: February 28, 2023
/s/ Michael (Mike) Milotich
  Michael (Mike) Milotich
  Chief Financial Officer

EX-99.1 2 mqearningsrelease-q42022.htm EX-99.1 Document

mqearningsreleasetemp_imaga.gif
MARQETA REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS
The global modern card issuing platform had $47 billion in fourth quarter total processing volume, up 41 percent year-over-year, and generated $204 million in fourth quarter net revenue, up 31 percent year-over-year.
The company's annual total processing volume was up 50 percent year-over-year to $166 billion, generating $748 million in annual revenue, up 45 percent from 2021.

OAKLAND, Calif. – February 28, 2023 - Marqeta, Inc. (NASDAQ: MQ), the global modern card issuing platform, today reported financial results for the fourth quarter and full year ended December 31, 2022.
Total processing volume (TPV) was $47 billion for the quarter and net revenue was $204 million. This represented a 41% increase in TPV and a 31% increase in net revenue, compared with the same quarter of 2021. The company saw gross profit of $87 million during the quarter, up 15% year-over-year. GAAP net loss was $26 million and an Adjusted EBITDA loss of $7 million for the quarter ended December 31, 2022.
For the full 2022 fiscal year, TPV was $166 billion and net revenue was $748 million. This represented annual increases of 50% and 45%, respectively, from 2021 results. The company saw gross profit of $320 million during 2022, up 38% from the year prior. The company reported GAAP net loss of $185 million and an Adjusted EBITDA loss of $42 million for the year ended December 31, 2022.
"I am very proud of the scale our business reached in 2022," said Simon Khalaf, CEO of Marqeta. "Now we are entering 2023 uniquely positioned to capture the massive opportunity in embedded finance. Our cloud native and API-first platform offers a fully bundled offering - debit, credit, risk, money movement and program management tools, making it seamless for our customers to embed financial services into their own products.”
Recent Business Updates:
•Marqeta announced Simon Khalaf as its new CEO, with founding CEO Jason Gardner shifting to the role of Executive Chairman. Khalaf is a veteran technology executive who originally joined the company in June 2022 as Chief Product Officer.
•Marqeta announced and completed the acquisition of Power Finance Inc., a modern credit card program management platform, which will strengthen Marqeta’s credit capabilities and enhances its leadership in modern card issuing across all card types.
•Marqeta announced its new Web Push Provisioning Product, expanding its industry-leading tokenization offerings with new capabilities that allow cardholders to instantly tokenize a card into a mobile wallet without downloading a third-party application.
•Marqeta, alongside Mastercard, was chosen by Rakuten to support the launch of its Club R Pay product, an integrated digital card solution for Rakuten's 12 million loyalty members that allows them to shop on over 2,000 sites while enjoying their Rakuten rewards.


1


Operating Highlights
In thousands, except percentages and per share data. % change is calculated over the comparable prior-year period (unaudited) Three Months Ended
December 31,
%
Change
Twelve Months Ended
December 31,
%
Change
2022 2021 2022 2021
Financial metrics:
Net revenue $ 203,805  $ 155,414  31% $ 748,206  $ 517,175  45%
Gross profit $ 87,124  $ 75,799  15% $ 320,001  $ 231,705  38%
Gross margin 43  % 49  % (6) ppts 43  % 45  % (2) ppts
Total operating expenses $ 141,447  $ 113,529  25% $ 529,809  $ 393,711  35%
Net loss $ (26,326) $ (36,807) (28)% $ (184,780) $ (163,929) 13%
Net loss margin (13  %) (24  %) 11 ppts (25  %) (32  %) 7 ppts
Net loss per share - basic and diluted $ (0.05) $ (0.07) (29  %) $ (0.34) $ (0.45) (24  %)
Key operating metric and Non-GAAP financial measures:
Total Processing Volume (TPV) (in millions) 1
$ 46,704  $ 33,046  41% $ 166,260  $ 111,133  50%
Adjusted EBITDA 2
$ (7,488) $ 1,162  (744%) $ (41,796) $ (12,767) 227%
Adjusted EBITDA margin 2
(4  %) % (5) ppts (6  %) (2  %) 4 ppts
Non-GAAP operating expenses 2
$ 94,612  $ 74,637  27% $ 361,797  $ 244,472  48%
1 TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks. We believe that TPV is a key indicator of the market adoption of our platform, growth of our brand, growth of our customers' businesses and scale of our business.
2 See "Information Regarding Non-GAAP Measures" for definitions of Adjusted EBITDA, Adjusted EBITDA margin, and Non-GAAP operating expenses and the reconciliations of the net loss to Adjusted EBITDA, and of the total operating expenses to Non-GAAP operating expenses.
Fourth Quarter 2022 Financial Results:
•TPV increased by 41% year-over-year, from $33 billion for the quarter ended December 31, 2021, to $47 billion for the quarter ended December 31, 2022.
•Net revenue of $204 million increased by $48 million, or 31% year-over-year, primarily driven by higher total processing volume, partially offset by changes in our card program mix, particularly the growth of the Powered by Marqeta offering.
•Gross profit increased by 15% year-over-year to $87 million from $76 million in the fourth quarter of 2021. Gross margin was 43% in the fourth quarter.
•Net loss decreased by $10 million, or 28%, year-over-year to $26 million. The loss results from our increase in compensation, benefits and technology expenses as we continued our investment in our people and platform, offset by our increase in gross profit.
•Adjusted EBITDA in the fourth quarter of 2022 was a loss of $7 million, a decline of $9 million year-over-year.
Full Year 2022 Financial Results:
•TPV increased by 50% year-over-year, from $111 billion in 2021, to $166 billion in 2022.
•Net revenue increased by $231 million, or 45% year-over-year, primarily driven by higher total processing volume, partially offset by changes in our card program mix, particularly the growth of the Powered by Marqeta offering.
•Gross profit increased by $88 million, or 38% year-over-year. Gross margin was 43% for the year ended December 31, 2022.
•Net loss increased by $21 million, or 13%, year-over-year to $185 million, primarily resulting from headcount growth.
•Adjusted EBITDA for the year ended December 31, 2022 was a loss of $42 million, a decline of $29 million year-over-year.


2


Financial Guidance:
The following summarizes Marqeta's guidance for the first quarter of 2023:
First Quarter 2023
Net Revenue Growth 26-28%
Gross Profit Growth 14-16%
Adjusted EBITDA Margin (1)
Negative 5-6%
(1) See "Information Regarding Non-GAAP Measures" for the definition of Adjusted EBITDA.
A reconciliation of Adjusted EBITDA to the comparable GAAP measure for the first quarter of 2023 is not available due to the challenges and impracticability with estimating some of the items, such as share-based compensation expense, depreciation and amortization expense, and payroll tax expense, as such items cannot be reasonably predicted and could be significant. Because of those challenges, reconciliations of such forward-looking non-GAAP financial measures are not available without unreasonable effort.
Conference Call
Marqeta will host a live conference call today at 1:30 p.m. Pacific time (4:30 p.m. Eastern time). To join the call, please dial-in 10 minutes in advance: toll-free at 1-877-407-4018 or direct at 1-201-689-8471. The conference call will also be available live via webcast online at http://investors.marqeta.com.
The telephone replay dial-in numbers are 1-844-512-2921 and 1-412-317-6671 and will be available until March 14, 2023, 5:00 p.m. Pacific time (8:00 p.m. Eastern time). The confirmation code for the replay is 13735873.

3


Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this press release include, but are not limited to, statements relating to Marqeta’s quarterly guidance; statements regarding Marqeta’s business plans, business strategy and the continued success and growth of our customers; statements and expectations regarding Marqeta's partnerships, new product introductions, and product capabilities; and statements made by Marqeta’s CEO. Actual results may differ materially from the expectations contained in these statements due to risks and uncertainties, including, but not limited to, the following: the effect of uncertainties related to global economies, our business, results of operations, financial condition, demand for our platform, sales cycles and customer retention; the risk that Marqeta is unable to further attract, retain, diversify, and expand its customer base; the risk that Marqeta is unable to drive increased profitable transactions on its platform; the risk that consumers and customers will not perceive the benefits of Marqeta’s products as Marqeta expects; the risk that Marqeta's technology platform, including hosted solutions, do not operate as intended resulting in system outages; the risk that Marqeta will not be able to achieve the cost structure that Marqeta currently expects; the risk that Marqeta’s solution will not achieve the expected market acceptance; the risk that competition could reduce expected demand for Marqeta’s services; the risk that changes in the regulatory landscape adversely affects the gross interchange or other revenue Marqeta earns or adversely affects the bank and network costs Marqeta incurs; the risk that Marqeta may be unable to maintain relationships with Issuing Banks and Card Networks; the risk that Marqeta is not able to identify and recognize the anticipated benefits of any acquisition; the risk that Marqeta is unable to successfully integrate any acquisition to businesses and related operations; general economic conditions in either domestic or international markets, including inflation and recessionary fears, conditions resulting from geopolitical uncertainty and instability or war, including, the direct and indirect effects of the significant military action against Ukraine launched by Russia on U.S. and global economies, our business, results of operations, financial condition, and demand for our platform; and the risk that Marqeta may be subject to additional risks such as inflation or currency fluctuations due to its international business activities. Detailed information about these risks and other factors that could potentially affect Marqeta’s business, financial condition and results of operations are included in the “Risk Factors” disclosed in Marqeta's Annual Report on Form 10-K for the year ended December 31, 2022, as such risk factors may be updated from time to time in Marqeta’s periodic filings with the SEC, available at www.sec.gov and Marqeta’s website at http://investors.marqeta.com.
The forward-looking statements in this press release are based on information available to Marqeta as of the date hereof. Marqeta disclaims any obligation to update any forward-looking statements, except as required by law.
4


Disclosure Information
Investors and others should note that Marqeta announces material financial information to its investors using its investor relations website, SEC filings, press releases, public conference calls and webcasts. Marqeta also uses social media to communicate with its customers and the public about Marqeta, its products and services and other matters relating to its business and market. It is possible that the information Marqeta posts on social media could be deemed to be material information. Therefore, Marqeta encourages investors, the media, and others interested in Marqeta to review the information we post on social media channels including the Marqeta Twitter feed (@Marqeta), the Marqeta Instagram page (@lifeatmarqeta), the Marqeta Facebook page, and the Marqeta LinkedIn page. These social media channels may be updated from time to time.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "Information Regarding Non-GAAP Financial Measures".
About Marqeta, Inc.
Marqeta’s modern card issuing platform empowers its customers to create customized and innovative payment cards. Marqeta’s modern architecture gives its customers the ability to build more configurable and flexible payment experiences, accelerating time-to-market and democratizing access to card issuing technology. Marqeta’s open APIs provide instant access to highly scalable, cloud-based payment infrastructure that enables customers to launch and manage their own card programs, issue cards and authorize and settle payment transactions. Marqeta is headquartered in Oakland, California and is certified to operate in 40 countries globally.
Marqeta® is a registered trademark of Marqeta, Inc.
IR Contact: Marqeta Investor Relations, IR@marqeta.com
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Marqeta, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
Net revenue $ 203,805  $ 155,414  $ 748,206  $ 517,175 
Costs of revenue 116,681  79,615  428,205  285,470 
Gross profit 87,124  75,799  320,001  231,705 
Operating expenses:
Compensation and benefits 110,991  88,995  415,094  318,116 
Professional services 6,295  5,712  23,479  18,443 
Technology 14,401  11,143  52,361  33,637 
Occupancy 1,126  1,097  4,514  4,181 
Depreciation and amortization 1,019  967  3,853  3,534 
Marketing and advertising 1,862  804  3,995  2,284 
Other operating expenses 5,753  4,811  26,513  13,516 
Total operating expenses 141,447  113,529  529,809  393,711 
Loss from operations (54,323) (37,730) (209,808) (162,006)
Other income (expense), net 28,468  142  24,926  (2,563)
Loss before income tax expense (25,855) (37,588) (184,882) (164,569)
Income tax expense (benefit) 471  (781) (102) (640)
Net loss $ (26,326) $ (36,807) $ (184,780) $ (163,929)
Net loss per share attributable to common stockholders, basic and diluted $ (0.05) $ (0.07) $ (0.34) $ (0.45)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 544,752,220  540,170,079  545,397,254  362,756,466 

6


Marqeta, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

December 31,
2022
December 31,
2021
Assets
Current assets:
Cash and cash equivalents $ 1,183,846  $ 1,247,581 
Restricted cash 7,800  7,800 
Marketable securities 440,858  452,875 
Accounts receivable, net 15,569  13,187 
Settlements receivable, net 18,028  11,266 
Network incentives receivable 42,661  30,399 
Prepaid expenses and other current assets 38,007  35,617 
Total current assets 1,746,769  1,798,725 
Property and equipment, net 7,440  9,687 
Operating lease right-of-use assets, net 9,015  11,296 
Equity method investment 8,384 
Other assets 7,122  2,286 
Total assets $ 1,770,346  $ 1,830,378 
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 3,798  $ 2,693 
Revenue share payable 142,194  121,179 
Accrued expenses and other current liabilities 136,887  114,096 
Total current liabilities 282,879  237,968 
Operating lease liabilities, net of current portion 9,034  12,427 
Other liabilities 5,477  6,557 
Total liabilities 297,390  256,952 
Stockholders' equity:
Preferred stock —  — 
Common stock 53  54 
Additional paid-in capital 2,082,373  1,993,055 
Accumulated other comprehensive loss (7,237) (2,230)
Accumulated deficit (602,233) (417,453)
Total stockholders’ equity 1,472,956  1,573,426 
Total liabilities and stockholders' equity $ 1,770,346  $ 1,830,378 

7


Marqeta, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Year Ended December 31,
2022 2021
Cash flows from operating activities:
Net loss $ (184,780) $ (163,929)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 3,853  3,534 
Share-based compensation expense 160,743  142,660 
Non-cash operating leases expense 2,281  2,115 
Amortization of premium on marketable securities 277  1,162 
Gain on sale of equity method investment (17,889) — 
Impairment of other financial instruments 11,616  — 
Other 649  3,110 
Changes in operating assets and liabilities:
Accounts receivable (2,577) (4,940)
Settlements receivable (6,762) 1,601 
Network incentives receivable (12,262) (10,377)
Prepaid expenses and other assets (8,621) (7,742)
Accounts payable 254  190 
Revenue share payable 21,015  42,988 
Accrued expenses and other liabilities 22,257  49,372 
Operating lease liabilities (3,020) (2,772)
Net cash (used in) provided by operating activities (12,966) 56,972 
Cash flows from investing activities:
Purchases of property and equipment (2,319) (2,743)
Purchase of patents (1,600) — 
Purchases of marketable securities (70,495) (455,266)
Sales of marketable securities —  — 
Maturities of marketable securities 77,400  148,888 
Purchase of equity method investment and purchase option —  (20,000)
Sale of equity method investment 25,732  — 
Net cash provided by (used in) investing activities 28,718  (329,121)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters' discounts and commissions —  1,319,809 
Proceeds from exercise of stock options, including early exercised stock options 9,249  4,539 
Proceeds from shares issued in connection with employee stock purchase plan 4,762  3,201 
Proceeds from exercise of warrants —  60 
Taxes paid related to net share settlement of restricted stock units (15,362) (23,552)
Repurchase of common stock (78,136) — 
Payment of deferred offering costs —  (4,760)
Net cash (used in) provided by financing activities (79,487) 1,299,297 
(Decrease) increase in cash, cash equivalents, and restricted cash (63,735) 1,027,148 
Cash, cash equivalents, and restricted cash - Beginning of period 1,255,381  228,233 
Cash, cash equivalents, and restricted cash - End of period $ 1,191,646  $ 1,255,381 
8


Marqeta, Inc.
Financial and Operating Highlights
(in thousands, except per share data or as noted)
(unaudited)
2022 2021 Year over Year Change - Q4'22 vs Q4'21
Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter
Operating performance:
Net revenue $ 203,805  $ 191,621  $ 186,678  $ 166,102  $ 155,414  31  %
Costs of revenue 116,681  111,519  108,629  91,376  79,615  47  %
Gross profit 87,124  80,102  78,049  74,726  75,799  15  %
Gross profit margin 43  % 42  % 42  % 45  % 49  % (6)  pps
Operating expenses:
Compensation and benefits 110,991  105,887  97,868  100,348  88,995  25  %
Professional services 6,295  6,620  5,794  4,770  5,712  10  %
Technology 14,401  13,422  13,154  11,384  11,143  29  %
Occupancy and equipment 1,126  1,125  1,148  1,115  1,097  %
Depreciation and amortization 1,019  934  921  979  967  %
Marketing and advertising 1,862  688  886  559  804  132  %
Other operating expenses 5,753  10,922  4,995  4,843  4,811  20  %
Total operating expenses 141,447  139,598  124,766  123,998  113,529  25  %
Loss from operations (54,323) (59,496) (46,717) (49,272) (37,730) 44  %
Other income (expense), net 28,468  6,333  1,802  (11,677) 142  19948  %
Loss before income tax expense (25,855) (53,163) (44,915) (60,949) (37,588) (31) %
income tax expense (benefit) 471  (227) (351) (781) (160) %
  Net loss $ (26,326) $ (53,168) $ (44,688) $ (60,598) $ (36,807) (28) %
Loss per share - basic and diluted $ (0.05) $ (0.10) $ (0.08) $ (0.11) $ (0.07) (29) %
TPV (in millions) $ 46,704  $ 42,473  $ 40,457  $ 36,626  $ 33,046  41  %
Adjusted EBITDA $ (7,488) $ (13,630) $ (10,225) $ (10,453) $ 1,162  (744) %
Adjusted EBITDA margin (4) % (7) % (5) % (6) % % (5)  pps
Financial condition:
Cash and cash equivalents $ 1,183,846  $ 1,204,857  $ 1,220,273  $ 1,197,257  $ 1,247,581  (5) %
Restricted cash $ 7,800  $ 7,800  $ 7,800  $ 7,800  $ 7,800  —  %
Marketable securities $ 440,858  $ 441,132  $ 444,873  $ 447,046  $ 452,875  (3) %
Total assets $ 1,770,346  $ 1,774,455  $ 1,776,930  $ 1,793,483  $ 1,830,378  (3) %
Total liabilities $ 297,390  $ 262,117  $ 242,373  $ 249,851  $ 256,952  16  %
Stockholders' equity $ 1,472,956  $ 1,512,338  $ 1,534,557  $ 1,543,632  $ 1,573,426  (6) %
pps = percentage points
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Marqeta, Inc.
Reconciliation of GAAP to NON-GAAP Measures
(in thousands)


Information Regarding Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures. Marqeta considers Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP operating expenses as supplemental measures of the company’s performance that are not required by, nor presented in accordance with GAAP.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; acquisition related expenses which consists of due diligence costs related to potential acquisitions, and transaction costs, integration costs and amortization of intangible assets related to successful acquisitions; income tax expense (benefit); and other expense (income) net, which consists of changes in the fair value of redeemable convertible preferred stock warrant liabilities (for periods prior to the IPO), realized foreign currency gains and losses, interest income from our marketable securities, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of certain annual employee bonus plans.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net revenue. This measure is used by management and our board of directors to evaluate our operating efficiency.
We define Non-GAAP operating expenses as total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; and acquisition related expenses which consists of due diligence costs related to potential acquisitions, and transaction costs, integration costs and amortization of intangible assets related to successful acquisitions.
Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP operating expenses should not be considered in isolation, or construed as an alternative to net loss, or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of the company's liquidity. In addition, other companies may calculate Adjusted EBITDA differently than Marqeta does, which limits its usefulness in comparing Marqeta’s financial results with those of other companies.


10


The following table shows Marqeta's GAAP results reconciled to non-GAAP results included in this release:
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
GAAP net revenue $ 203,805  $ 155,414  $ 748,206  $ 517,175 
GAAP net loss $ (26,326) $ (36,807) $ (184,780) $ (163,929)
GAAP net loss margin (13) % (24) % (25) % (32) %
GAAP total operating expenses $ 141,447  $ 113,529  $ 529,809  $ 393,711 
GAAP net loss $ (26,326) $ (36,807) $ (184,780) $ (163,929)
Depreciation and amortization expense 1,019  967  3,853  3,534 
Share-based compensation expense 45,081  36,767  160,743  142,660 
Payroll tax expense related to share-based compensation 209  403  1,977  1,956 
Acquisition related expenses 526  755  1,439  1,089 
Other expense (income), net (28,468) (142) (24,926) 2,563 
Income tax expense (benefit) 471  (781) (102) (640)
Adjusted EBITDA $ (7,488) $ 1,162  $ (41,796) $ (12,767)
Adjusted EBITDA Margin (4) % % (6) % (2) %
GAAP Total operating expenses $ 141,447  $ 113,529  $ 529,809  $ 393,711 
Depreciation and amortization expense (1,019) (967) (3,853) (3,534)
Share-based compensation expense (45,081) (36,767) (160,743) (142,660)
Payroll tax expense related to share-based compensation (209) (403) (1,977) (1,956)
Acquisition related expenses (526) (755) (1,439) (1,089)
Non-GAAP operating expenses $ 94,612  $ 74,637  $ 361,797  $ 244,472 

11