RVYL RYVYL Inc

RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, reported its financial results for the fourth quarter and fiscal year ended December 31, 2023.

Operational Highlights Fourth Quarter and Fiscal Year 2023 Compared to Same Periods in 2022

• Record fourth quarter 2023 and fiscal year 2023 revenue both doubled to $22.3 million and $65.9 million, respectively, over the same time periods in 2022.
  • 2023 RYVYL EU grew revenue 294% to $16.9 million.
• Fourth quarter processing volume of $1.0 billion exceeded guidance and increased 98% from the prior year same period.
  • 2023 FX and International payments had $590 million in business volume, 14% higher than the third quarter 2023.
  • North America merchant acquiring business volume increased to $278 million, 30% higher than the third quarter 2023.
• 2023 processing volume grew 83% to $3.1 billion.
• Total indebtedness decreased to $19.2 million after reducing the convertible note principal balance by $66.3 million.
• The partnership with R3 introduced RYVYL Block, a next-generation blockchain-as-a-service infrastructure that enables streamlined and secure digital transformation.

CEO Fredi Nisan said, “Continuing our path to shape the future of financial transactions, in 2023, we delivered the strongest year in our history. Impressive business volume growth resulted in record company revenues. Ryvyl EU revenue nearly tripled, and the market continues to present a lucrative long-term opportunity, including our Visa Direct integration that we expect to complete by mid-2024.

“Further, by executing several foundational initiatives, we improved our ability to scale. During the fourth quarter of 2023, to expand payment processing and banking-as-a-service solutions, we strategically decided to optimize the coyni technology platform. By maintaining a consolidated product roadmap, we expect to leverage coyni in both existing and targeted new vertical markets for better operating efficiencies and enhanced profitability.

“During 2023, we focused on fortifying our balance sheet and executed two exchange agreements with our convertible noteholder, reducing the principal balance over 70% by year end. We believe this demonstrates the noteholder’s ongoing support and belief in our core mission.

“In 2024, we continue to expect strong revenue growth, with the second half of the year contributing more than the first half. That said, first quarter 2024 revenues are expected to decline compared to the fourth quarter of 2023, due to lower business volume reflecting a product transition and a coincident change in our banking partner. Specifically, in February 2024, in North America one of RYVYL’s products moved away from terminal-based to app-based processing. Changes in the compliance environment and banking regulations prompted us to select a new banking partner.

“Overall, our pipeline of business is robust with multiple opportunities to enter new markets and acquire new customers. There are underlying growth trends in business volume and international markets supported by new initiatives, and new partnerships such as ACI Worldwide and R3. Coupling our coyni platform with improved efficiencies, we expect to introduce services in new business verticals and to continue enabling transformation of the digital payments ecosystem,” concluded Nisan.

Financial Summary for the Fourth Quarter 2023 Ended December 31, 2023

• Revenue increased 100% to $22.3 million, compared to $11.1 million in Q4 2022, reflecting the larger independent sales organization (ISO) and partnership network and as well as growth in the acquired businesses and RYVYL EU. Q4 2023 North America revenue increased 85% to $16.6 million and international revenue increased 165% to $5.6 million, compared to Q4 2022.
• Cost of revenue increased to $14.5 million, from $5.4 million in Q4 2022, primarily due to greater transaction volume, resulting in higher processing fees paid to gateways and commission payments to ISOs, both in North America and internationally.
• Operating expenses decreased 57% to $10.6 million, compared to $24.4 million in Q4 2022, reflecting lower depreciation and amortization expenses related to the acquisition portfolio write-off in 2022.
• Other expense totaled $27.0 million, compared to other income of $2.7 million for Q4 2022, primarily attributable to the increase in derecognition expense associated with the restructuring of our convertible debt.
• Net loss was $30.0 million, or ($5.43) per basic share, compared to a net loss of $16.0 million, or ($3.26) per basic share, in Q4 2022.
• Adjusted EBITDA was $0.1 million, compared to ($2.9) million in Q4 2022. Refer to the tables in this press release for the fourth quarter 2023 Adjusted EBITDA amount, a non-GAAP measure.
• Cash and restricted cash balance as of December 31, 2023 was $73.3 million, with $12.2 million being unrestricted cash.

Financial Summary for Fiscal Year 2023 Ended December 31, 2023

• Net Revenue increased 100% to $65.9 million, compared to $32.9 million in 2022, primarily attributable to the larger ISO and partnership network as well as growth in global payment processing businesses and banking-as-a-service offering. North America revenue increased 71% to $48.9 million and EU revenue increased 294% to $16.9 million, compared to 2022.
• Cost of revenue was $40.2 million, up $23.4 million from 2022, reflecting greater transaction volume, resulting in higher processing fees paid to gateways and commission payments to ISOs, both in North America and internationally.
• Operating expenses decreased 30% to $38.0 million compared to $54.0 million in 2022, due primarily to lower depreciation and amortization related to the acquisition write-off in 2022.
• Net loss was $53.1 million, or $(10.11) per basic share, compared to a net loss of $49.2 million, or ($10.80) per basic share for 2022.
• Adjusted EBITDA was $3.9 million loss, compared to $14.4 million loss in 2022.
• Cash and restricted cash balance as of December 31, 2023, was $73.3 million, with $12.2 million being unrestricted cash.

Management will host a conference at 4:30 p.m. Eastern Time on Tuesday, March 26 2024 to discuss fourth quarter and fiscal year 2023 financial results, provide a corporate update and conclude with a Q&A session. To participate, please use the following information:

Q4 and Fiscal Year 2023 Conference Call and WebcastDate: March 26, 2024Time: 4:30 p.m. Eastern TimeUS Dial In: 1-877-407-4018International Dial In: 1-201-689-8471Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1651158&tp_key=029b3168d9Call me: Link

Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me™ link for instant telephone access to the event and enter pass code 13707901. The Call me™ link will be made active 15 minutes prior to scheduled start time.

A replay of the call will be available through May 26, 2024, by calling 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and entering access ID 13743655. An archived version of the webcast will also be available for 90 days on the “Investors” section of the RYVYL website or by clicking the webcast link above.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS. In 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

Cautionary Note Regarding Forward-Looking Statements.

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the timing of the filing of the aforementioned periodic reports and are characterized by future or conditional words such as "may," "will," "expect," "intend," "anticipate," “believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.

By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the completion and filing of the aforementioned periodic reports will take longer than expected and that additional information may become known prior to the expected filing of the aforementioned periodic reports with the Securities and Exchange Commission (“SEC”). Other risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Investor Relations ContactMark SchwalenbergMZ Group - MZ North America312-261-6430RVYL@mzgroup.uswww.mzgroup.us

RYVYL INC.Consolidated Balance Sheets(in thousands, except share and per share data)

		December 31,
		2023				2022
ASSETS
Current Assets:
Cash and cash equivalents		$	12,180			$	13,961
Restricted cash			61,138				26,873
Accounts receivable, net of allowance for credit losses of $23 and $82, respectively			859				1,156
Cash due from gateways, net of allowance of $2,636 and $3,917, respectively			12,834				7,427
Prepaid and other current assets			2,854				9,799
Total current assets			89,865				59,216
Non-current Assets:
Property and equipment, net			306				1,696
Goodwill			26,753				26,753
Intangible assets, net			5,059				6,739
Operating lease right-of-use assets, net			4,279				1,533
Other assets			2,403				1,720
Total non-current assets			38,800				38,441
Total assets		$	128,665			$	97,657
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable			1,819				1,630
Accrued liabilities			5,755				3,350
Accrued interest			-				1,728
Payment processing liabilities, net			76,772				28,912
Current portion of operating lease liabilities			692				534
Other current liabilities			504				582
Total current liabilities			85,542				36,736
Long term debt, net of debt discount of $3,906 and $24,349, respectively			15,912				61,735
Operating lease liabilities, less current portion			3,720				1,109
Total liabilities			105,174				99,580
Commitments and contingencies
Stockholders’ Equity/(Deficit):
Preferred stock, Series B, par value $0.01, 5,000,000 shares authorized; shares issued and outstanding of 55,000 and 0, respectively			1				-
Common stock, par value $0.001, 100,000,000 shares authorized; shares issued and outstanding of 5,996,948 and 4,972,736, respectively			6				5
Additional paid-in capital			175,664				97,494
Accumulated other comprehensive income			401				357
Accumulated deficit			(152,581	)			(99,772	)
Less: Shares to be returned			-				(7	)
Total stockholders’ equity/(deficit)			23,491				(1,923	)
Total liabilities and stockholder’s equity/(deficit)		$	128,665			$	97,657

RYVYL INC. Consolidated Statements of Operations and Comprehensive IncomeFor the Three and Twelve Months Ended December 31, 2023 and 2022(in thousands, except share and per share data)

	Three Months Ended December 31,								Twelve Months Ended December 31,
		2023				2022				2023				2022
Revenue	$	22,249			$	11,104			$	65,869			$	32,909
Cost of revenue		14,455				5,444				40,157				16,787
Gross profit		7,794				5,660				25,712				16,123
Operating expenses:
Advertising and marketing		(73	)			231				80				1,337
Research and development		1,323				976				5,757				6,276
General and administrative		1,968				2,271				8,678				6,603
Payroll and payroll taxes		3,785				3,067				12,017				10,547
Professional fees		1,425				1,607				7,076				5,312
Stock compensation expense		1,544				240				1,853				2,969
Depreciation and amortization		654				16,037				2,553				20,917
Total operating expenses		10,626				24,429				38,014				53,961
Loss from operations		(2,832	)			(18,769	)			(12,302	)			(37,838	)
Other income (expense):
Interest expense		(30	)			(754	)			(3,340	)			(8,169	)
Accretion of debt discount		(3,508	)			(2,440	)			(13,134	)			(13,980	)
Changes in fair value of derivative liability		(35	)			2,265				6,544				16,857
Derecognition expense on conversion of convertible debt		(23,516	)			4,053				(25,035	)			(5,710	)
Legal settlement expense		-				-				(4,142	)			-
Gain on sale of property and equipment		1,069				-				1,069				-
Other expense		(999	)			(417	)			(2,472	)			(405	)
Total other income (expense), net		(27,020	)			2,707				(40,510	)			(11,406	)
Loss before provision for income taxes		(29,852	)			(16,062	)			(52,812	)			(49,244	)
Income tax provision		151				(46	)			289				(8	)
Net loss	$	(30,003	)		$	(16,016	)		$	(53,101	)		$	(49,236	)
Comprehensive income statement:
Net loss	$	(30,003	)		$	(16,016	)		$	(53,101	)		$	(49,236	)
Foreign currency translation gain		433				1,066				44				357
Total comprehensive loss	$	(29,570	)		$	(14,950	)		$	(53,057	)		$	(48,879	)
Net loss per share:
Basic and diluted	$	(5.43	)		$	(3.26	)		$	(10.11	)		$	(10.80	)
Weighted average number of common shares outstanding:
Basic and diluted		5,525,608				4,909,079				5,251,852				4,557,200

RYVYL INC. Statement of Cash Flows(in thousands, except share and per share data)

		Year Ended December 31,
		2023				2022
Cash flows from operating activities:
Net loss		$	(53,101	)		$	(49,236	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			2,553				20,917
Noncash lease expense			350				43
Stock compensation expense			1,853				2,969
Stock issued for interest expense			-				2,418
Accretion of debt discount			13,134				13,980
Derecognition expense on conversion of convertible debt			25,035				5,709
Changes in fair value of derivative liability			(6,544	)			(16,857	)
Gain on sale of property and equipment			(1,069	)			-
Changes in assets and liabilities:
Accounts receivable, net			297				(1,367	)
Prepaid and other current assets			6,568				(1,539	)
Cash due from gateways, net			(5,407	)			(1,218	)
Other assets			(1,183	)			(6	)
Accounts payable			189				1,161
Accrued and other current liabilities			2,080				2,662
Accrued interest			546				502
Payment processing liabilities, net			47,860				10,518
Net cash provided by (used in) operating activities			33,161				(9,344	)
Cash flows from investing activities:
Purchases of property and equipment			(108	)			(162	)
Proceeds from sale of property and equipment			2,620				-
Logicquest Technology acquisition			(225	)			-
Deposit on acquisitions			-				(936	)
Purchase of intangibles			-				(500	)
Transact Europe Holdings acquisition			-				(28,811	)
Sky Financial & Intelligence asset acquisition			-				(16,000	)
Net cash provided by (used in) investing activities			2,287				(46,409	)
Cash flows from financing activities:
Treasury stock purchases			7				(4,057	)
Proceeds from stock option exercises			-				8
Repayments of convertible debt			(3,000	)			(6,000	)
Repayments on long-term debt			(15	)			-
Net cash used in financing activities			(3,008	)			(10,049	)
Restricted cash acquired from Transact Europe			-				16,719
Net increase (decrease) in cash, cash equivalents, and restricted cash			32,440				(49,083	)
Foreign currency translation adjustment			44				357
Cash, cash equivalents, and restricted cash – beginning of period			40,834				89,560
Cash, cash equivalents, and restricted cash – end of period		$	73,318			$	40,834
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest		$	2,709			$	5,751
Income taxes		$	-			$	-
Non-cash financing and investing activities:
Convertible debt conversion to preferred stock		$	64,600			$	-
Convertible debt conversion to common stock		$	1,650			$	8,550
Interest accrual from convertible debt converted to preferred stock		$	1,703			$	-
Interest accrual from convertible debt converted to common stock		$	4			$	-

Use of Non-GAAP Financial Information

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a non-GAAP measure that represents our net loss before interest expense, amortization of debt discount, income tax expense, depreciation and amortization, changes in the fair value of derivative liabilities, losses on the extinguishment and derecognition expenses on the conversion of convertible debt, non-cash stock-based compensation expense, acquisition-related expense, non-recurring provisions for credit losses on legacy matters, accounting fees related to the restatement of prior period financial statements, non-recurring costs related to the spin-off of a subsidiary, and legal costs and settlement fees incurred in connection with non-ordinary course litigation and other disputes.

We exclude these items in calculating Adjusted EBITDA because we believe that the exclusion of these items will provide for more meaningful information about our financial performance, and do not consider the excluded items to be part of our ongoing results of operations. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

Because of these and other limitations, you should consider Adjusted EBITDA alongside our other GAAP-based financial performance measures, net income (loss) and our other GAAP financial results. The following table presents a reconciliation of Adjusted EBITDA from net loss, the most directly comparable GAAP measure, for the periods indicated:

Reconciliation of Net Income (Loss) attributable to RYVYL, Inc., to Adjusted EBITDA for theThree and Twelve Months Ended December 31, 2023 and 2022(in thousands, except share and per share data)

	Three Months Ended December 31,								Twelve Months Ended December 31,
		2023				2022				2023				2022
Net loss	$	(30,003	)		$	(16,016	)		$	(53,101	)		$	(49,236	)
Interest expense		30				754				3,340				8,169
Accretion of debt discount		3,508				2,440				13,134				13,980
Income tax expense (benefit)		151				(46	)			289				(8	)
Depreciation and amortization		654				16,037				2,553				20,917
EBITDA		(25,660	)			3,169				(33,785	)			(6,178	)
Other non-cash adjustments
Changes in fair value of derivative liability		35				(2,265	)			(6,544	)			(16,857	)
Derecognition expense on conversion of convertible debt		23,516				(4,053	)			25,035				5,710
Stock compensation expense		1,544				240				1,853				2,969
Special Items
Non-recurring legal settlements and ongoing matters and related legal fees		-				-				5,308				-
Carryover effects of financial statement restatements in prior periods		691				-				1,913				-
Non-recurring provision for credit losses on legacy matters		-				-				1,994				-
Accounting fees related to the restatement of prior period financial statements		-				-				237				-
Non-recurring impairment of right of use asset		-				-				100				-
Non-recurring costs of spin-off		-				-				29				-
Adjusted EBITDA	$	126			$	(2,909	)		$	(3,860	)		$	(14,356	)
Loss from operations	$	(2,832	)		$	(18,769	)		$	(12,302	)		$	(37,838	)