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RELATIONSHIP WITH OUR PARTNER BANK
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
RELATIONSHIP WITH OUR PARTNER BANK RELATIONSHIP WITH OUR PARTNER BANK
The Company has several relationships with our Partner Bank, Customers Bank, which is a related party of the Company. These relationships are described below. See Note 2 – Basis of Presentation and Significant Accounting Policies – Customer and Vendor Concentrations for additional information.

Cash management

All of the Company’s cash and cash equivalents are on deposit with our Partner Bank.

Debt financing

As disclosed within Note 7- Borrowings from Partner Bank, our Partner Bank provided the Company with lines of credit, all of which have been terminated as of December 31, 2021.

Servicing fees and interchange income from Partner Bank

On January 4, 2021, we entered into a Deposit Processing Services Agreement (the “Deposit Servicing Agreement”) with our Partner Bank, which provided that our Partner Bank would establish and maintain deposit accounts and other banking services in connection with customized products and services offered by us, and we would provide certain other related services in connection with the accounts.

The initial Deposit Servicing Agreement term continues until December 31, 2022 and will automatically renew for an additional three year term unless either party gives written notice of non-renewal within 180 days prior to the expiration of the current term. On April 27, 2022, our Partner Bank indicated in a public filing that it will not renew the current Deposit Servicing Agreement with the Company when it expires on December 31, 2022. See Note 15 - Subsequent Events for additional information.

Our Partner Bank retains any and all revenue generated from the funds held in the deposit accounts, and in exchange, pays us a 3% servicing fee based on average monthly deposit balances, subject to certain contractual adjustments, and a monthly interchange fee equal to all debit card interchange revenues on the demand deposit accounts, plus the difference between Durbin Exempt and Durbin regulated interchange revenue.

Transition Services Agreement

On January 4, 2021, we entered into a Transition Services Agreement with our Partner Bank, pursuant to which each party agrees for a period of up to twelve months to provide certain transition services listed therein to the other party. A limited number of these transition services were subsequently extended through March 31, 2022. In consideration for the services, we pay our Partner Bank a service fee of $12,500 per month, plus any expenses associated with the services. We may terminate the Transition Services Agreement without penalty with at least 30 days advance written notice if we determine there is no longer a business need for the services.

Included within the Transition Services Agreement is a provision for administering the Company’s 401(k) plan for the benefit of Company employees. Effective April 9, 2021, the Customers Bank 401(k) plan became a multi-employer plan, as defined by the U.S. Department of Labor in accordance with the Employee Retirement Income Security Act of 1974, covering both the full-time employees of Customers Bank and the Company. The Company provides a matching contribution equal to 50% of the first 6% of the contributions made by its eligible participating employees. The Company’s employer contributions to the 401(k) plan for the benefit of its employees for the twelve months ended December 31, 2021 and 2020 were $0.7 million, and $0.8 million, respectively. These contributions are reported within Salaries and employee benefits in the Consolidated Statements of Income (Loss).
Other

On January 4, 2021, the Company entered into a Software License Agreement with our Partner Bank which provides it with a non-exclusive, non-transferable, royalty-free license to utilize our mobile banking technology for a period up to 10 years. The Software License Agreement is cancellable by our Partner Bank at any time, without notice, and without penalty, and for any reason or no reason at all. To date, our Partner Bank has not utilized the Company’s mobile banking technology and zero consideration has been paid or recognized under the Software License Agreement.

On January 4, 2021, the Company entered into a Non-Competition and Non-Solicitation Agreement with our Partner Bank providing that our Partner Bank will not, for a period of 4 years after the closing of the divestiture, directly or indirectly engage in the Company’s business in the territory (both as defined in the Non-Competition Agreement), except for white label digital banking services with previously identified parties and passive investments of no more than 2% of a class of equity interests of a competitor that is publicly traded. Our Partner also agreed not to directly or indirectly hire or solicit any employees of the Company.

On November 29, 2021, the Company entered into an agreement with our Partner Bank which terminated the $10.0 million letter of credit. In addition, this agreement also gave the Company the right to any shares that were forfeited as part of the January 4, 2021 Share-Based Compensation Award. During the twelve months ended December 31, 2021, 14,500 forfeited shares were reacquired by the Company from our Partner Bank and 19,000 forfeited shares prior to the execution of the agreement were returned to our Partner Bank.

Both the President and Executive Chairman of the Board of our Partner Bank are immediate family members of the Company’s CEO and together with their spouses own less than 5.0% of the Company’s outstanding common stock at December 31, 2021.

Positions with our Partner Bank are presented on our Consolidated Balance Sheets within Accounts receivable, net, Deferred revenue, current, and Accounts payable and accrued liabilities. The accounts receivable balances related to our Partner Bank as of December 31, 2021 and 2020 were $5.5 million and $3.1 million, respectively. The deferred revenue balances related to our Partner Bank as of December 31, 2021 and 2020 were $12.7 million and $8.0 million, respectively. The Accounts payable and accrued liabilities balances related to our Partner Bank as of December 31, 2021 and 2020 were $0.4 million and $0.2 million, respectively.

The Company recognized $82.3 million and $57.8 million in revenues from our Partner Bank for the twelve months ended December 31, 2021 and 2020, respectively. Of these amounts, $22.9 million and $29.4 million are paid directly by MasterCard or individual account holders to the Company for the twelve months ended December 31, 2021 and 2020, respectively. The Company recognized $0.3 million and $1.4 million of expenses from our Partner Bank for the twelve months ended December 31, 2021 and 2020, respectively. These amounts are included within the Consolidated Statements of Income (Loss).