MOGO Mogo Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of May 2024

 

 

Commission File Number: 001-38409

 

 

Mogo Inc.

(formerly Mogo Finance Technology Inc.)

 

516-409 Granville St.

Vancouver, British Columbia

V6C 1T2, Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or

Form 40-F.

 

	Form 20-F	☒Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

 

 

 

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Form 6-K Exhibit Index

 

Exhibit Number		Document Description
99.1		Unaudited interim condensed consolidated financial statements for the three months ended March 31, 2024
99.2		Management’s discussion and analysis for the three and nine months ended March 31, 2024
99.3		Form 52-109F2 - Certificate of Interim Filings (CEO)
99.4		Form 52-109F2 - Certificate of Interim Filings (CFO)

 

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SIGNATURES

 

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, thereunto duly authorized.

 

	Mogo Inc.
Date: May 9, 2024	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

 

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Exhibit 99.1

 

 

		Page
Interim Condensed Consolidated Statements of Financial Position as at March 31, 2024 and December 31, 2023		F-2
Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023		F-3
Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the three months ended March 31, 2024 and 2023		F-4
Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023		F-5
Notes to the Interim Condensed Consolidated Financial Statements		F-6

 

 

 

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Mogo Inc.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in thousands of Canadian Dollars)

 

		Note		March 31, 2024				December 31, 2023
Assets
Cash and cash equivalent					11,800				16,133
Restricted cash					1,952				1,737
Marketable securities		5			28,038				26,332
Loans receivable, net		4			62,542				61,717
Prepaid expenses, and other receivables and assets					14,836				13,067
Investment portfolio		6			11,630				11,436
Property and equipment		7			473				526
Right-of-use assets					644				670
Investment in sublease, net					1,222				1,228
Intangible assets		8			34,970				36,562
Goodwill					38,355				38,355
Total assets					206,462				207,763
Liabilities
Accounts payable, accruals and other					24,663				24,082
Lease liabilities					2,576				2,709
Credit facility		9			51,309				49,405
Debentures		10			36,312				36,783
Derivative financial liabilities		11			18				34
Deferred tax liability					927				1,026
Total liabilities					115,805				114,039
Equity
Share capital		18a			389,774				389,806
Contributed surplus					36,047				35,503
Foreign currency translation reserve					274				243
Deficit					(335,438	)			(331,828	)
Total equity					90,657				93,724
Total equity and liabilities					206,462				207,763

 

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Christopher Payne” , Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Mogo Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except per share amounts)

 

				Three months ended
		Note		March 31, 2024				March 31, 2023
Revenue
Subscription and services					10,691				9,446
Interest revenue					7,234				6,431
		12a			17,925				15,877
Cost of revenue
Provision for loan losses, net of recoveries		4			4,705				2,566
Transaction costs					1,665				1,442
					6,370				4,008
Gross profit					11,555				11,869
Operating expenses
Technology and development					2,617				3,057
Marketing					1,222				566
Customer service and operations					2,818				2,849
General and administration					3,850				4,378
Stock-based compensation		18c			561				293
Depreciation and amortization		7,8			2,376				2,373
Total operating expenses		13			13,444				13,516
Loss from operations					(1,889	)			(1,647	)
Other expenses (income)
Credit facility interest expense		9			1,656				1,454
Debenture and other financing expense		10,19			806				778
Accretion related to debentures		10			178				272
Share of loss in investment accounted for using the equity method					—				3,178
Revaluation gain		14			(1,088	)			(1,253	)
Other non-operating expense		15			254				975
					1,806				5,404
Net loss before tax					(3,695	)			(7,051	)
Income tax recovery					(85	)			(167	)
Net loss					(3,610	)			(6,884	)
Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency transaction reserve gain (loss)					31				(209	)
Other comprehensive income (loss)					31				(209	)
Total comprehensive loss					(3,579	)			(7,093	)
Net loss per share
Basic loss per share					(0.15	)			(0.27	)
Diluted loss per share					(0.15	)			(0.27	)
Weighted average number of basic common shares (in 000s)					24,426				25,442
Weighted average number of fully diluted common shares (in 000s)					24,426				25,442

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Mogo Inc.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except share amounts)

 

 

		Number of shares, net of treasury shares (000s)			Share capital		Contributed surplus		Foreign currency translation reserve		Deficit		Total
Balance, December 31, 2023		24,325			389,806		35,503		243		(331,828)		93,724
Net loss		—			—		—		—		(3,610)		(3,610)
Purchase of common shares for cancellation (Note 18a)		(17)			(47)		—		—		—		(47)
Cancellation of replacement awards		(1)			—		—		—		—		—
Foreign currency translation reserve		—			—		—		31		—		31
Stock-based compensation (Note 18c)		—			—		561		—		—		561
Options exercised or converted		2			15		(17)		—		—		(2)
Balance, March 31, 2024		24,309			389,774		36,047		274		(335,438)		90,657

 

 

		Number of shares, net of treasury shares (000s)			Share capital		Contributed surplus		Foreign currency translation reserve		Deficit		Total
Balance, December 31, 2022		24,892			391,243		33,025		559		(313,941)		110,886
Net loss		—			—		—		—		(6,884)		(6,884)
Cancellation of replacement awards		(2)			—		—				—		—
Foreign currency translation reserve		—			—		—		(209)		—		(209)
Stock-based compensation (Note 18c)		—			—		293		—		—		293
Balance, March 31, 2023		24,890			391,243		33,318		350		(320,825)		104,086

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

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Mogo Inc.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of Canadian Dollars)

				Three months ended
Cash provided by (used in) the following activities:		Note		March 31, 2024				March 31, 2023
Operating activities
Net loss					(3,610	)			(6,884	)
Items not affecting cash and other items:
Depreciation and amortization		7,8			2,376				2,373
Provision for loan losses		4			4,707				2,818
Credit facility interest expense		9			1,656				1,454
Debenture and other financing expense		10,19			806				778
Accretion related to debentures		10			178				272
Share of loss in investment accounted for using the equity method					—				3,178
Stock-based compensation expense		18c			561				293
Revaluation gain		14			(1,088	)			(1,253	)
Other non-operating expense		15			149				594
Income tax recovery					(85	)			(167	)
					5,650				3,456
Changes in:
Net issuance of loans receivable					(5,681	)			(1,068	)
Prepaid expenses, and other receivables and assets					(1,795	)			(2,208	)
Accounts payable, accruals and other					640				457
Restricted cash					(215	)			642
Net investment in sub-lease					44				—
					(1,357	)			1,279
Interest paid					(2,494	)			(2,290	)
Income taxes (returned) paid					(15	)			10
Net cash used in operating activities					(3,866	)			(1,001	)
Investing activities
Investment in intangible assets		8			(704	)			(883	)
Purchase of marketable securities		5			(816	)			—
Purchases of property and equipment		7			—				(8	)
Net cash used in investing activities					(1,520	)			(891	)
Financing activities
Lease liabilities – principal payments					(133	)			(145	)
Repayments on debentures		10			(699	)			(1,003	)
Advances on credit facility		9			1,904				—
Repayments on credit facility		9			—				(1,859	)
Net cash provided by (used in) financing activities					1,072				(3,007	)
Effect of exchange rate fluctuations on cash and cash equivalents					(19	)			(22	)
Net decrease in cash and cash equivalent					(4,333	)			(4,921	)
Cash and cash equivalent, beginning of period					16,133				29,268
Cash and cash equivalent, end of period					11,800				24,347

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Mogo Inc. (“Mogo” or the "Company") was continued under the Business Corporations Act (British Columbia) on June 21, 2019 following the combination with Mogo Finance Technology Inc. The address of the Company's registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “MOGO”.

Mogo, one of Canada’s leading digital finance companies, is empowering its members with simple digital solutions to help them build wealth and achieve financial freedom. Mogo’s stock trading app, MogoTrade, offers Canadians the simplest and lowest cost way to invest while making a positive impact with every investment. Together with Moka, Mogo’s wholly-owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, they form the heart of Mogo’s digital wealth platform. Mogo also offers digital loans and mortgages. Through Mogo’s wholly-owned subsidiary, Carta Worldwide, the Company also offer a digital payments platform that powers next-generation card programs for both established global corporations and innovative fintech companies in Europe and Canada. To learn more, please visit mogo.ca.

On August 14, 2023, the Company completed a share consolidation of its share capital on the basis of one post-consolidation common share of Mogo for each three pre-consolidation common shares of Mogo (the "Share Consolidation"). Outstanding stock options and outstanding warrants were similarly adjusted by the Share Consolidation ratio. The Share Consolidation resulted in 74,610,924 pre-consolidation common shares issued and outstanding on August 11, 2023, being consolidated into 24,870,308 post-consolidation common shares on August 14, 2023. In accordance with the Share Consolidation, all common shares and per-share amounts disclosed herein reflect the post-Share Consolidation shares unless otherwise specified.

 

Statement of compliance

These interim condensed consolidated financial statements for the three months ended March 31, 2024, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2023. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

The Company presents its interim condensed consolidated statements of financial position on a non-classified basis in order of liquidity.

These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on May 9, 2024.

These interim condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due in the normal course.

Management routinely plans future activities which includes forecasting future cash flows. Management has reviewed their plan and has collectively formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least 12 months from the date of approval of these interim condensed consolidated financial statements.

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In arriving at this judgment, management has considered the following: (i) cash flow projections of the Company, which incorporates a rolling forecast and detailed cash flow modeling through the next 12 months from the date of approval of these interim condensed consolidated financial statements, and (ii) the base of investors and debt lenders historically available to the Company. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt programmed into the model. Refer to Notes 9, 10, and 17 for details on amounts that may come due in the next 12 months.

For these reasons, the Company continues to adopt a going concern basis in preparing the interim condensed consolidated financial statements.

Reclassification of prior year presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Corp. (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Moka Financial Technologies Europe (EUR).

 

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2023.

Significant accounting judgements, estimates and assumptions

 

The preparation of the interim condensed consolidated financial statements requires management to make

estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of

contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2023.

New and amended standards and interpretations

Certain new or amended standards and interpretations became effective on January 1, 2024, but do not have an impact on the interim condensed consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet effective.

 

 

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Loans receivable represent unsecured installment loans and lines of credit advanced to customers in the normal course of business. Current loans are defined as loans to customers with terms of one year or less, while non-current loans are those with terms exceeding one year. The breakdown of the Company’s gross loans receivable as at March 31, 2024 and December 31, 2023 are as follows:

 

		As at
		March 31, 2024				December 31, 2023
Current (terms of one year or less)			76,034				74,121
Non-current (terms exceeding one year)			—				151
			76,034				74,272

 

The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents our assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off and these are carried in gross receivables at the net expected collectible amount with no associated allowance.

 

				As at March 31, 2024
Risk Category		Days past due		Stage 1				Stage 2				Stage 3				Total
Strong		Not past due			60,632				—				—				60,632
Lower risk		1-30 days past due			3,191				—				—				3,191
Medium risk		31-60 days past due			—				1,567				—				1,567
Higher risk		61-90 days past due			—				1,434				—				1,434
Non-performing		91+ days past due or bankrupt			—				—				9,210				9,210
		Gross loans receivable			63,823				3,001				9,210				76,034
		Allowance for loan losses			(6,371	)			(2,009	)			(5,112	)			(13,492	)
		Loans receivable, net			57,452				992				4,098				62,542

 

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				As at December 31, 2023
Risk Category		Days past due		Stage 1				Stage 2				Stage 3				Total
Strong		Not past due			59,938				—				—				59,938
Lower risk		1-30 days past due			3,404				—				—				3,404
Medium risk		31-60 days past due			—				1,096				—				1,096
Higher risk		61-90 days past due			—				808				—				808
Non-performing		91+ days past due or bankrupt			—				—				9,026				9,026
		Gross loans receivable			63,342				1,904				9,026				74,272
		Allowance for loan losses			(6,445	)			(1,266	)			(4,844	)			(12,555	)
		Loans receivable, net			56,897				638				4,182				61,717

 

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are most correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,262 higher than the reported allowance for credit losses as at March 31, 2024 (December 31, 2023 – $1,235 higher).

 

Overall changes in the allowance for loan losses are summarized below:

 

		Three months ended
		March 31, 2024				March 31, 2023
Balance, beginning of the period			12,555				13,073
Provision for loan losses
Originations			687				334
Repayments			(198	)			(276	)
Re-measurement			4,218				2,760
Charge offs			(3,770	)			(4,320	)
Balance, end of the period			13,492				11,571

 

The provision for loan losses in the interim condensed consolidated statements of operations and comprehensive income (loss) is recorded net of recoveries for the three months ended March 31, 2024 of $2 (March 31, 2023 – $252).

 

 

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5. Marketable securities

 

		As at
		March 31, 2024		December 31,  2023
WonderFi Technologies Inc.		26,089		25,654
Others		1,949		678
Total		28,038		26,332

 

Others consists of investments in public securities and includes investments in Bitcoin ETFs.

 

 

6. Investment portfolio

 

 

		As at
		March 31, 2024		December 31,  2023
Alida Inc.		3,102		3,035
Blue Ant Media Inc.		2,700		2,700
Hootsuite Inc.		2,518		2,491
Gemini		918		898
Cardiac Dimensions Pty Ltd.		843		828
Tetra Trust Company		715		715
Others		834		769
Total		11,630		11,436

 

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7. Property and equipment

 

		Computer equipment		Furniture and fixtures		Leasehold improvements		Total
Cost
Balance, December 31, 2022		3,175		1,210		2,055		6,440
Additions		214		—		—		214
Impairment		(239)		(212)		—		(451)
Disposals		(2,160)		(998)		(2,055)		(5,213)
Effects of movement in exchange rate		2		—		—		2
Balance, December 31, 2023		992		—		—		992
Additions		—		—		—		—
Disposals		—		—		—		—
Balance, March 31, 2024		992		—		—		992
Accumulated depreciation
Balance, December 31, 2022		2,313		971		2,055		5,339
Depreciation		313		27		—		340
Disposals		(2,160)		(998)		(2,055)		(5,213)
Balance, December 31, 2023		466		—		—		466
Depreciation		53		—		—		53
Balance, March 31, 2024		519		—		—		519
Net book value
Balance, December 31, 2023		526		—		—		526
Balance, March 31, 2024		473		—		—		473

 

Depreciation of $53 for the three months ended March 31, 2024 (March 31, 2023 – $108) for property and equipment is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

 

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8. Intangible assets

 

		Internally generated– completed		Internally generated– in progress		Software licenses		Acquired technology assets		Customer relationships		Brand		Regulatory licenses		Total
Cost
Balance, December 31, 2022		29,533		7,147		3,973		21,000		8,900		1,000		6,800		78,353
Additions		—		3,206		—		—		—		—		—		3,206
Impairment		—		—		(10)		—		—		—		—		(10)
Disposals		(13,597)		—		(3,444)		—		—		—		—		(17,041)
Transfers		8,810		(8,810)		—		—		—		—		—		—
Effects of movement in exchange rate		—		—		(32)		—		—		—		—		(32)
Balance, December 31, 2023		24,746		1,543		487		21,000		8,900		1,000		6,800		64,476
Additions		—		704		—		—		—		—		—		704
Transfers		583		(583)		—		—		—		—		—		—
Effects of movement in exchange rate		—		—		(2)		—		—		—		—		(2)
Balance, March 31, 2024		25,329		1,664		485		21,000		8,900		1,000		6,800		65,178
Accumulated amortization
Balance, December 31, 2022		24,350		—		3,612		3,822		2,493		—		2,247		36,524
Amortization		3,797		—		105		2,100		1,065		—		1,360		8,427
Disposals		(13,597)		—		(3,444)		—		—		—		—		(17,041)
Effects of movement in exchange rate		(24)				28										4
Balance, December 31, 2023		14,526		—		301		5,922		3,558		—		3,607		27,914
Amortization		1,149		—		16		525		266		—		340		2,296
Effects of movement in exchange rate		—		—		(2)		—		—		—		—		(2)
Balance, March 31, 2024		15,675		—		315		6,447		3,824		—		3,947		30,208
Net book value
Balance, December 31, 2023		10,220		1,543		186		15,078		5,342		1,000		3,193		36,562
Balance, March 31, 2024		9,654		1,664		170		14,553		5,076		1,000		2,853		34,970

 

Amortization of intangible assets of $2,296 three months ended March 31, 2024 (March 31, 2023 – $2,138) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

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9. Credit facility

The credit facility consists of a $60,000 senior secured credit facility maturing on July 2, 2025. The credit facility is subject to variable interest rates that reference the Secured Overnight Financing Rate (“SOFR”), or under certain conditions, the Federal Funds Rate in effect. On December 16, 2021, the Company amended its credit facility to lower the effective interest rate from a maximum of LIBOR plus 9% (with a LIBOR floor of 1.5%) to LIBOR plus 8% with no floor, which was updated in June 2023, following the cessation of the USD LIBOR publication, to SOFR plus 8% with no floor. There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. The principal and interest balance outstanding for the credit facility as at March 31, 2024 was $51,309 (December 31, 2023 – $49,405). Refer to Note 16 for details on the reform of major interest rate benchmarks.

 

The credit facility is subject to certain covenants and events of default. As at March 31, 2024 and December 31, 2023, the Company was in compliance with these covenants. Interest expense on the credit facility for the three months ended March 31, 2024 of $1,656 (March 31, 2023 – $1,454) is included in credit facility interest expense in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

The Company has provided its senior lenders with a general security interest in all present and after acquired personal property of the Company, including certain pledged financial instruments, cash and cash equivalents.

 

 

 

10. Debentures

 

The Company's debentures with maturity dates of July 2, 2025 pay interest at a coupon rate between 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common shares.

 

The Company’s debentures balance includes the following:

 

		As at
		March 31, 2024		December 31, 2023
Principal balance		36,456		37,020
Discount		(898)		(1,000)
		35,558		36,020
Interest payable		754		763
		36,312		36,783

The Debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of the debentures to July 2, 2025, being the maturity date of the credit facility.

 

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10. Debentures (Continued from previous page)

 

The debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:

 

		Principal component of quarterly payment		Principal due on maturity		Total
2024		1,471		—		1,471
2025		1,558		33,427		34,985
		3,029		33,427		36,456

 

The debenture principal repayments are payable in either cash or Common Shares, at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date.

 

 

11. Derivative financial liabilities

 

On February 24, 2021, in connection with a registered direct offering, the Company issued stock warrants to investors to purchase up to an aggregate of 891,089 Common Shares at an exercise price of US$33.00 at any time prior to three and a half years following the date of issuance.

 

On December 13, 2021, as part of a registered direct offering, the Company issued stock warrants to investors to purchase up to an aggregate of 1,018,519 Common Shares at an exercise price of US$14.10 at any time prior to three and a half years following the date of issuance.

 

The stock warrants are classified as a liability under IFRS by the sole virtue of their exercise price being denominated in USD. As such, the warrants are subject to revaluation under the Black Scholes model at each reporting date, with gains and losses recognized to the interim condensed consolidated statements of operations and comprehensive income (loss). The stock warrants are classified as a derivative liability, and not equity, due to the exercise price being denominated in USD, which is different than the Company's functional currency.

 

In the event that these warrants are fully exercised, the Company would receive cash proceeds of US$43,767, with the balance of the liability reclassified to equity at that time. If the warrants were to expire unexercised, then the liability would be extinguished through a gain in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

		As at
		March 31, 2024		December 31, 2023
Balance, beginning of the period		34		419
Change in fair value due to revaluation of derivative financial liabilities		(17)		(379)
Change in fair value due to foreign exchange		1		(6)
Balance, end of the period		18		34

 

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11. Derivative financial liabilities (Continued from previous page)

 

Details of the derivative financial liabilities as at March 31, 2024 are as follows:

 

		Warrants outstanding and exercisable (000s)		Weighted average exercise price $
Balance, December 31, 2022		1,910		29.06
Warrants issued		—		—
Balance, December 31, 2023		1,910		29.06
Warrants issued		—		—
Balance, March 31, 2024		1,910		29.06

 

The 1,909,608 warrants outstanding noted above have expiry dates of August 2024 and June 2025.

 

The fair value of the warrants outstanding was estimated using the Black-Scholes option pricing model with the following assumptions:

 

		As at
		March 31, 2024		December 31, 2023
Risk-free interest rate		5.03%		4.79%
Expected life		0.4 - 1.2 years		0.7 - 1.5 years
Expected volatility in market price of shares		74 - 82%		73 - 77%
Expected dividend yield		0%		0%
Expected forfeiture rate		0%		0%

 

 

 

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12. Geographic information

Revenue presented below has been based on the geographic location of customers.

 

		Three months ended
		March 31, 2024		March 31, 2023
Canada		16,221		14,436
Europe		1,704		1,441
Total		17,925		15,877

 

 

Non-current assets presented below has been based on geographic location of the assets.

 

		As at
		March 31, 2024		December 31, 2023
Canada		75,389		77,032
Europe		238		263
Other		37		46
Total		75,664		77,341

 

13. Expense by nature and function

 

The following table summarizes the Company’s operating expenses by nature:

 

	Three months ended
	March 31, 2024		March 31, 2023
Personnel expense	5,102		5,682
Depreciation and amortization	2,376		2,373
Hosting and software licenses	1,411		1,530
Marketing	1,183		465
Professional services	878		810
Stock-based compensation	561		293
Insurance and licenses	449		666
Credit verification costs	329		419
Premises	168		322
Others	987		956
Total	13,444		13,516

 

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13. Expense by nature and function (Continued from previous page)

 

The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization:

 

		Three months ended
		March 31, 2024				March 31, 2023
Technology and development			3,844				4,190
Marketing			1,237				553
Customer service and operations			2,985				3,090
General and administration			5,378				5,683
Total			13,444				13,516

 

14. Revaluation gain

 

		Three months ended
		March 31, 2024		March 31, 2023
Change in fair value due to revaluation of derivative financial liabilities		(17)		23
Unrealized gain on investment portfolio and marketable securities		(919)		(786)
Unrealized gain on debentures		(84)		(284)
Realized exchange loss		23		—
Unrealized exchange gain		(91)		(206)
Total		(1,088)		(1,253)

 

15. Other non-operating expense

 

		Three months ended
		March 31, 2024		March 31, 2023
Restructuring charges		14		750
Acquisition costs and other		240		225
Total		254		975

 

 

 

 

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16. Fair value of financial instruments

The fair value of a financial instrument is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants which takes place in the principal (or most advantageous) market at the measurement date. The fair value of a liability reflects its non-performing risk. Assets and liabilities recorded at fair value in the consolidated statements of financial position are measured and classified in a hierarchy consisting of three levels for disclosure purposes. The three levels are based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability's classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

(a) Valuation process

The Company maximizes the use of quoted prices from active markets, when available. A market is regarded as active if transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Where independent quoted market prices are not available, the Company uses quoted market prices for similar instruments, other third-party evidence or valuation techniques.

The fair value of financial instruments determined using valuation techniques include the use of recent arm’s length transactions and discounted cash flow analysis for investments in unquoted securities, discounted cash flow analysis for derivatives, third-party pricing models or other valuation techniques commonly used by market participants and utilize independent observable market inputs to the maximum extent possible.

The use of valuation techniques to determine the fair value of a financial instrument requires management to make assumptions such as the amount and timing of future cash flows and discount rates and incorporate the Company’s estimate of assumptions that a market participant would make when valuing the instruments.

 

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16. Fair value of financial instruments (Continued from previous page)

(b) Accounting classifications and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three months ended March 31, 2024, there have not been any transfers between fair value hierarchy levels.

 

				Carrying amount																Fair value
As at March 31, 2024		Note		FVTPL				Financial asset at amortized cost				Other financial liabilities				Total				Level 1				Level 2				Level 3				Total
Financial assets measured at fair value
Marketable securities		5			28,038				—				—				28,038				28,038												28,038
Investment portfolio		6			11,630				—				—				11,630				—				—				11,630				11,630
					39,668				—				—				39,668
Financial assets not measured at fair value
Cash and cash equivalent					—				11,800				—				11,800				11,800				—				—				11,800
Restricted cash					—				1,952				—				1,952				1,952				—				—				1,952
Loans receivable – current		4			—				76,034				—				76,034				—				76,034				—				76,034
Other receivables					—				13,685				—				13,685				—				13,685				—				13,685
					—				103,471				—				103,471
Financial liabilities measured at fair value
Derivative financial liabilities		11			18				—				—				18				—				18				—				18
					18				—				—				18
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—				—				24,448				24,448				—				24,448				—				24,448
Credit facility		9			—				—				51,309				51,309				—				51,309				—				51,309
Debentures		10			—				—				36,312				36,312				—				36,160				—				36,160
					—				—				112,069				112,069

 

 

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16. Fair value of financial instruments (Continued from previous page)

(b) Accounting classifications and fair values (Continued from previous page)

 

				Carrying amount																Fair value
As at December 31, 2023		Note		FVTPL				Financial asset at amortized cost				Other financial liabilities				Total				Level 1				Level 2				Level 3				Total
Financial assets measured at fair value
Marketable securities		5			26,332												26,332				26,332
Investment portfolio		6			11,436				—				—				11,436								—				11,436				11,436
					37,768				—				—				37,768
Financial assets not measured at fair value
Cash and cash equivalent					—				16,133				—				16,133				16,133				—				—				16,133
Restricted cash					—				1,737				—				1,737				1,737				—				—				1,737
Loans receivable – current		4			—				74,121				—				74,121				—				74,121				—				74,121
Loans receivable – non-current		4			—				151				—				151				—				—				151				151
Other receivables					—				11,750				—				11,750				—				11,750				—				11,750
					—				103,892				—				103,892
Financial liabilities measured at fair value
Derivative financial liabilities		11			34				—				—				34				—				34				—				34
					34				—				—				34
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—				—				23,904				23,904				—				23,904				—				23,904
Credit facility		9			—				—				49,405				49,405				—				49,405				—				49,405
Debentures		10			—				—				36,783				36,783				—				34,997				—				34,997
					—				—				110,092				110,092

 

 

 

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16. Fair value of financial instruments (Continued from previous page)

 

(c) Measurement of fair values:

(i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the interim condensed consolidated statements of financial position, as well as the significant unobservable inputs used.

 

Type	Valuation technique	Significant unobservable inputs	Inter-relationship between significant unobservable inputs and fair value
Investment portfolio: Equities Unlisted	• Price of recent investments in the investee company   • Implied multiples from recent transactions of the underlying investee companies   • Offers received by investee companies   • Revenue multiples derived from comparable public companies and transactions   • Option pricing model	• Third-party transactions   • Revenue multiples   • Balance sheets and last twelve-month revenues for certain of the investee companies   • Equity volatility   • Time to exit events   • Discount for lack of marketability	• Increases in revenue multiples increases fair value   • Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company   • Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company
Partnership interest and others	• Adjusted net book value	• Net asset value per unit   • Change in market pricing of comparable companies of the underlying investments made by the partnership	• Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value
Loans receivable non-current	• Discounted cash flows: Considering expected prepayments and using management’s best estimate of average market interest rates with similar remaining terms.	• Expected timing and amount of cash flows   • Discount rate	• Changes to the expected amount and timing of cash flow changes fair value   • Increases to the discount rate can decrease fair value

 

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16. Fair value of financial instruments (Continued from previous page)

(c) Measurement of fair values (Continued from previous page):

(i) Valuation techniques and significant unobservable inputs (Continued from previous page)

The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at March 31, 2024 and December 31, 2023 and classified as Level 3:

 

		As at
		March 31, 2024				December 31, 2023
Balance, beginning of the period			11,436				11,915
Disposal			—				(152	)
Unrealized exchange gain (loss)			170				(201	)
Realized loss on investment portfolio			—				(508	)
Unrealized gain on investment portfolio			24				382
Balance, end of the period			11,630				11,436

 

The fair value of the Company's current loans receivable, other receivables, and accounts payable, accruals and other approximates its carrying values due to the short-term nature of these instruments. The fair value of the Company's credit facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. The fair value of the Company's debentures was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms.

 

(ii) Sensitivity analysis

For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

 

				Profit or loss
				Increase				Decrease
Investment portfolio:
March 31, 2024		Adjusted market multiple (5% movement)			581				(581	)
December 31, 2023		Adjusted market multiple (5% movement)			572				(572	)

 

 

 

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17. Nature and extent of risk arising from financial instruments

Risk management policy

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, Management takes steps to avoid undue concentrations of risk. The Company manages these risks as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter‑party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure associated with the Company's loans receivable is limited to the gross carrying amount.

The Company acts as a lender of unsecured consumer loans and lines of credit and has little concentration of credit risk with any particular individual, company or other entity, relating to these services. However, the credit risk relates to the possibility of default of payment on the Company’s loans receivable. The Company performs on‑going credit evaluations, monitors aging of the loan portfolio, monitors payment history of individual loans, and maintains an allowance for loan loss to mitigate this risk.

The credit risk decisions on the Company’s loans receivable are made in accordance with the Company’s credit policies and lending practices, which are overseen by the Company’s senior management. Credit quality of the customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. The consumer loans receivable is unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.

The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly.

Interest rate risk

Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bear interest fluctuating with the Secured Overnight Financing Rate (“SOFR”). The credit facility does not have a SOFR floor. As at March 31, 2024, SOFR is 5.34% (December 31, 2023 – 5.38%). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

 

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17. Nature and extent of risk arising from financial instruments (Continued from previous page)

Liquidity risk

The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facility and debentures are described below. Management’s intention is to continue to refinance any outstanding amounts owing under the credit facility and debentures, in each case as they become due and payable. The debentures are subordinated to the credit facility which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of credit facility. See Note 9 and 10 for further details.

 

		2024		2025		2026		2027		2028		Thereafter
Commitments - operational
Lease payments		908		1,240		1,255		835		247		390
Accounts payable		5,103		—		—		—		—		—
Accruals and other		19,560		—		—		—		—		—
Other purchase obligations		997		812		584		642		221		—
Interest – Credit facility (Note 9)		5,130		3,420		—		—		—		—
Interest – Debentures (Note 10)		2,353		2,229		—		—		—		—
		34,051		7,701		1,839		1,477		468		390
Commitments – principal repayments
Credit facility (Note 9)		—		51,309		—		—		—		—
Debentures (Note 10) (1)		1,471		34,985		—		—		—		—
		1,471		86,294		—		—				—
Total contractual obligations		35,522		93,995		1,839		1,477		468		390

 

(1)The debenture principal repayments are payable in either cash or Common Shares, at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date.

 

 

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18. Equity

 

 

The Company’s authorized share capital is comprised of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series of preferred shares.

 

As of August 14, 2023, Mogo completed a share consolidation of the Company's issued and outstanding common shares (the "Share Consolidation") at a consolidation ratio of 3-for-1. All references to common shares, warrants, derivative warrant liabilities, stock options, and RSUs have been retrospectively adjusted to reflect the Share Consolidation.

 

As at March 31, 2024, there were 24,517,118 (December 31, 2023 – 24,515,909) Common Shares and no preferred shares issued and outstanding.

 

For the three months ended March 31, 2024, the Company repurchased 17,093 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.67 per share, for a total repurchase cost of $47.

 

 

The treasury share reserve comprises the cost of the shares held by the Company. As at March 31, 2024, the Company held 207,799 Common Shares in reserve (December 31, 2023 – 190,706).

 

The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667. As a result of a business combination with Mogo Finance Technology Inc. completed on June 21, 2019, there were additional options issued, which were granted pursuant to the Company’s prior stock option plan (the “Prior Plan”). As at March 31, 2024, there are 21,667 of these options outstanding that do not contribute towards the maximum number of Common Shares reserved for issuance under the Plan as described above.

 

 

Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years and options issued under the Prior Plan have a maximum contractual term of ten years.

 

 

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18. Equity (Continued from previous page)

 

A summary of the status of the stock options and changes in the period is as follows:

 

		Options outstanding (000s)		Weighted average grant date fair value $		Weighted average exercise price $		Options exercisable (000s)		Weighted average exercise price $
Balance, December 31, 2022		3,207		—		9.09		1,236		11.22
Options issued		1,362		1.80		2.41		—		—
Forfeited		(1,071)		9.02		9.07		—		—
Balance, December 31, 2023		3,498		—		5.56		1,499		8.18
Options issued		64		1.93		2.71		—		—
Exercised		(2)		8.83		2		—		—
Forfeited		(76)		7.34		4.99		—		—
Balance, March 31, 2024		3,484		—		5.52		1,603		8.03

 

The above noted options have expiry dates ranging from April 2024 to March 2032.

 

With the exception of performance-based stock options, the fair value of each option granted was estimated using the Black-Scholes option pricing model with the following assumptions:

 

		Three months ended
		March 31, 2024		March 31, 2023
Risk-free interest rate		3.51%		3.02%
Expected life		5 years		5 years
Expected volatility in market price of shares		91%		91%
Expected dividend yield		0%		0%
Expected forfeiture rate		0% - 15%		0% - 15%

 

These options generally vest monthly over a four year period after an initial one year cliff.

Total stock-based compensation costs related to options and RSUs for the three months ended March 31, 2024 was $561 (March 31, 2023 – $293).

 

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18. Equity (Continued from previous page)

(d) Warrants

 

		Warrants outstanding (000s)		Weighted average exercise price $		Warrants exercisable (000s)		Weighted average exercise price $
Balance, December 31, 2022		663		13.80		625		14.40
Warrants issued		89		2.79		—		—
Warrants expired		(394)		6.09		(394)		6.09
Balance, December 31, 2023		358		20.53		280		25.46
Warrants issued		—		—		—		—
Warrants exercised		—		—		—		—
Warrants expired		(89)		51.15		(89)		51.15
Balance, March 31, 2024		269		10.37		202		12.88

 

The 268,630 warrants outstanding noted above have expiry dates ranging from June 2025 to February 2026, and do not include the stock warrants accounted for as a derivative financial liability discussed in Note 11.

On October 7, 2020, Mogo issued 1,493,131 Debenture Warrants to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $6.09 per Common Share. On January 3, 2023, 394,655 Debenture Warrants expired unexercised. There were no Debenture Warrants outstanding as at December 31, 2023 (December 31, 2022 – 394,655).

On August 11, 2023, Mogo entered into an extended agreement with Postmedia Network Inc. (“Postmedia”) which is effective January 1, 2023. Under the extended agreement Mogo will receive discounted access to Postmedia’s network. As part of the extended agreement, the companies agreed to: (1) amend the exercise price of the 77,778 outstanding warrants of the Company held by Postmedia to $2.79 per share, each such warrant entitling Postmedia to acquire one Mogo share, and (2) extend the term of these warrants from January 25, 2023 to September 20, 2025. The amendments to the outstanding warrants will be effective as of the date that is ten (10) business days following the date hereof. In addition, in 2023 Mogo issued an additional 89,000 warrants, each such new warrant entitling Postmedia to acquire one Mogo share at the same price as the amended warrants for a period of 2 years and 6 months from the date of issuance.

During the year ended December 31, 2021, the Company also issued 190,961 warrants to purchase Common Shares with exercise prices ranging from USD $16.89 to USD $37.89 per warrant in connection with broker services rendered on offerings during the period. As at March 31, 2024, these warrants remain outstanding and exercisable.

Warrants issued to investors are denominated in a currency other than the functional currency of the Company therefore do not meet the definition of an equity instrument and are classified as derivative financial liabilities. Refer to Note 11 for more details.

 

 

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19. Related party transactions

Related party transactions during the three months ended March 31, 2024, include transactions with debenture holders that incur interest. The related party debentures balance as at March 31, 2024, totaled $294 (December 31, 2023 – $290). The debentures bear annual coupon interest of 8.0% (December 31, 2023 – 8.0%) with interest expense for the three months ended March 31, 2024, totaling $6 (March 31, 2023 – $6). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

 

 

 

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MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED MARCH 31, 2024

DATED: MAY 9, 2024

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Table of Contents
Caution Regarding Forward-looking Statements			4
Company Overview			5
Business Developments			5
Financial Highlights		6
Financial Outlook			6
Financial Performance Review			7
Non-IFRS Financial Measures			10
Results of Operations		13
Liquidity and Capital Resources			23
Risk Management			27
Critical Accounting Estimates			27
Changes in Accounting Policies			28
Controls and Procedures			28

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of May 9, 2024, and presents an analysis of the financial condition of Mogo Inc. and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three months ended March 31, 2024 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s interim condensed consolidated financial statements and the related notes thereto for the three months ended March 31, 2024. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board. The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019, in connection with the business combination with Mogo Finance Technology Inc. (“Mogo Finance”). The transaction was accounted for as a business combination, with Mogo Finance as the accounting acquirer. Accordingly, the consolidated financial statements and this MD&A reflect the continuing financial statements of Mogo Finance.

This MD&A is the responsibility of management. The board of directors of Mogo (the “Board”) has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company” or “Mogo” refer to Mogo Inc. and its direct and indirect subsidiaries. The Company presents its consolidated financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian dollars unless otherwise indicated.

This MD&A may refer to trademarks, trade names and material which are subject to copyright, which are protected under applicable intellectual property laws and are the property of Mogo. Solely for convenience, our trademarks, trade names and copyrighted material referred to in this MD&A may appear without the ® or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and copyrights. All other trade‑marks used in this MD&A are the property of their respective owners.

The Company’s continuous disclosure materials, including interim filings, audited annual consolidated financial statements, annual information form and annual report on Form 20-F can be found on SEDAR+ at www.sedarplus.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.mogo.ca.

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted EBITDA, adjusted net loss and cash provided by (used in) operating activities before investment in gross loans receivable, to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.

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Caution Regarding Forward-Looking Statements

This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations (including our financial outlook) regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2024 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form available at www.sedarplus.com and at www.sec.gov, which risk factors are incorporated herein by reference.

The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. An investor should read this MD&A with the understanding that our actual future results may be materially different from what we expect.

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Company Overview

 

Mogo, one of Canada’s leading digital finance companies, is empowering its members with simple digital solutions to help them build wealth and achieve financial freedom. Mogo’s stock trading app, MogoTrade, offers Canadians a simple way to invest while making a positive impact with every investment. Together with Moka, Mogo’s wholly-owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, they form the heart of Mogo’s digital wealth platform. Mogo also offers digital loans and mortgages. Through Mogo’s wholly-owned subsidiary, Carta Worldwide, we also offer a digital payments platform that powers next-generation card programs for both established global corporations and innovative fintech companies in Europe and Canada. To learn more, please visit mogo.ca.

 

Mission

 

Mogo’s mission is to make it simple and engaging for Canadians to achieve financial freedom while also making the world a better place.

 

The following key corporate changes, transactions and material contracts are referred to, and assist in understanding this MD&A:

 

Business Developments

 

 

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Financial Highlights

 

 

 

 

 

 

 

 

 

 

Financial Outlook

 

The outlook that follows supersedes all prior financial outlook statements made by Mogo, constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Mogo’s control. Please refer to page 4 for more information on forward-looking statements.

 

 

 

 

 

 

 

 

 

 

 

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Financial Performance Review

The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.

Key Performance Indicators

 

The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: Mogo members, revenue, subscription and services revenue, net (loss) income, net cash used in operating activities, adjusted EBITDA(1), adjusted net loss(1) and cash provided by (used in) operating activities before investment in gross loans receivable(1). We evaluate our performance by comparing our actual results to prior period results.

 

The tables below provide the summary of key performance indicators for the applicable reported periods:

 

		As at
		March 31, 2024				March 31, 2023				Change %
Key Business Metrics
Mogo Members (000s)			2,123				2,019				5	%

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
IFRS Measures
Revenue		$	17,925			$	15,877				13	%
Subscription and services revenue			10,691				9,446				13	%
Net loss			(3,610	)			(6,884	)			(48	)%
Net cash used in operating activities			(3,866	)			(1,001	)			286	%
Other Key Performance Indicators(1)
Adjusted EBITDA			1,048				1,019				3	%
Adjusted net loss			(3,968	)			(3,858	)			3	%
Cash provided by operations before investment in gross loans receivable			1,815				67				2609	%

 

 

 

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Mogo members(1)

 

Our total member base grew to 2,123,000 members as at March 31, 2024, from 2,019,000 members as at March 31, 2023, representing an increase of approximately 5% or 104,000 net members. From Q4 2023, net members increased by 13,000 in Q1 2024. The growth in our member base reflects the continued adoption of our products by new members.

 

Revenue

 

Three months ended Q1 2024 vs Q1 2023

 

Total revenue increased to $17.9 million for the three months ended March 31, 2024 compared to $15.9 million in the same period last year. This represents a return to growth in the Company’s primary business lines of wealth, payments, and lending.

Subscription and services revenue

 

Three months ended Q1 2024 vs Q1 2023

 

Subscription and services revenue increased by 13% to $10.7 million for the three months ended March 31, 2024 compared to $9.4 million in the same period last year. This was driven by an increase in the Company's wealth and payments revenues, as well as other subscription related products.

 

Net income (loss)

Three months ended Q1 2024 vs Q1 2023

 

Net loss was $3.6 million for the three months ended March 31, 2024, which is a decrease in net loss of $3.3 million compared to net loss of $6.9 million in the same period last year.

 

The decrease in net loss is due to the increase in revenue noted above. Additionally, in Q1 2023 the Company recognized its share of loss in investment accounted for using the equity method of $3.2 million. No such loss was recognized in 2024.

 

Net cash used in operating activities

Three months ended Q1 2024 vs Q1 2023

 

Net cash used in operating activities was $3.9 million for the three months ended March 31, 2024, which is an increase of $2.9 million compared to $1.0 million in the same period last year. The increase was primarily due to an increase in net issuance of loans receivable of $4.6 million, partially offset by an improvement in base operating cash inflows from higher revenues.

 

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Adjusted EBITDA(1)

 

Three months ended Q1 2024 vs Q1 2023

 

Adjusted EBITDA was $1.0 million for the three months ended March 31, 2024, which is consistent with the same period last year. Adjusted EBITDA in the current period was driven by higher revenues in each of our core business segments of wealth, payments, and lending, offset by higher growth related expenditures and cost of revenue.

 

Adjusted net loss(1)

 

Three months ended Q1 2024 vs Q1 2023

 

Adjusted net loss was $4.0 million for the three months ended March 31, 2024, which is a $0.1 million increase compared to an adjusted net loss of $3.9 million in the same period last year.

 

Cash provided by (used in) operating activities before investment in gross loans receivable(1)

 

Three months ended Q1 2024 vs Q1 2023

 

Cash provided by operating activities before investment in gross loans receivable was $1.8 million for the three months ended March 31, 2024, which is a $1.7 million improvement compared to $0.1 million in the same period last year. The improvement was primarily attributed to the increased revenue in the quarter.

 

 

 

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Non-IFRS Financial Measures

 

This MD&A makes reference to certain non-IFRS financial measures. Adjusted EBITDA, adjusted net loss and cash provided by (used in) operating activities before investment in gross loans receivable are non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

 

We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers.

 

Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. These non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under IFRS. There are a number of limitations related to the use of non‑IFRS financial measures versus their nearest IFRS equivalents. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on any non‑IFRS financial measure and view it in conjunction with the most comparable IFRS financial measures. In evaluating these non‑IFRS financial measures, readers should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net (loss) income before tax excluding depreciation and amortization, stock-based compensation, credit facility interest expense, debenture and other financing expense, accretion related to debentures, share of (gain) loss in investment accounted for using the equity method, revaluation (gain) loss, impairment of investment accounted for using the equity method, impairment of goodwill, and other non-operating expense. Adjusted EBITDA is a measure used by management and the Board to understand and evaluate our core operating performance and trends.

The following table presents a reconciliation of adjusted EBITDA to net (loss) income before tax, the most comparable IFRS financial measure, for each of the periods indicated:

($000s)
		Three months ended
		March 31, 2024				March 31, 2023
Net loss before tax		$	(3,695	)		$	(7,051	)
Depreciation and amortization			2,376				2,373
Stock-based compensation			561				293
Credit facility interest expense			1,656				1,454
Debenture and other financing expense			806				778
Accretion related to debentures			178				272
Share of loss in investment accounted for using the equity method			—				3,178
Revaluation gain			(1,088	)			(1,253	)
Other non-operating expense			254				975
Adjusted EBITDA			1,048				1,019

 

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Adjusted net loss

 

Adjusted net loss is a non-IFRS financial measure that we calculate as net loss before tax excluding stock-based compensation, share of (gain) loss in investment accounted for using equity method, revaluation loss, impairment of investment accounted for using the equity method, impairment of goodwill, and other non-operating expense. This measure differs from adjusted EBITDA in that adjusted net loss includes depreciation and amortization, credit facility interest expense, and debenture and other financing expense, and thus comprises more elements of the Company’s overall net profit or loss. Adjusted net loss is a measure used by management and the Board to evaluate the Company’s core financial performance.

 

The following table presents a reconciliation of adjusted net loss to net (loss) income before tax, the most comparable IFRS financial measure, for each of the periods indicated:

 

($000s)
		Three months ended
		March 31, 2024				March 31, 2023
Net loss before tax		$	(3,695	)		$	(7,051	)
Stock-based compensation			561				293
Share of loss in investment accounted for using the equity method			—				3,178
Revaluation gain			(1,088	)			(1,253	)
Other non-operating expense			254				975
Adjusted net loss			(3,968	)			(3,858	)

 

 

 

 

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Cash provided by operating activities before investment in gross loans receivable

 

Cash provided by (used in) operating activities before investment in gross loans receivable is a non-IFRS financial measure that we calculate as cash used in operating activities, less net issuance of loans receivables. The Company requires net cash outflows in order to grow its gross loans receivable, which in turn generates future growth in interest revenue. These net cash outflows are presented within the operating activities section of the consolidated statement of cash flows, whereas the economic benefits are realized over the longer term. Consequently, we consider cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.

 

The following table presents a reconciliation of cash provided by operating activities before investment in gross loans receivable, the most comparable IFRS financial measure, for each of the periods indicated:

 

($000s)
		Three months ended
		March 31, 2024				March 31, 2023
Net cash used in operating activities		$	(3,866	)		$	(1,001	)
Net issuance of loans receivable			(5,681	)			(1,068	)
Cash provided by operations before investment in gross loans receivable			1,815				67

 

Mogo members

 

Mogo members is not a financial measure. Mogo members refers to the number of individuals who have signed up for one or more of our products and services including: MogoMoney, MogoMortgage, MogoTrade, Moka services, our premium account subscription offerings, unique content, or events. People cease to be Mogo members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Mogo members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Mogo members who have accessed one of our revenue generating products, including MogoMoney, MogoMortgage, MogoTrade, Moka services and our premium account subscription offerings. Management believes that the size of our Mogo member base is one of the key drivers of the Company’s future performance. Our goal is to continue to grow and monetize our member base as we build our digital financial platform, launch new products and strive to build the largest digital financial brand in Canada.

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Results of Operations

The following table sets forth a summary of our results of operations for the three months ended March 31, 2024:

 

($000s, except per share amounts)
		Three months ended
		March 31, 2024				March 31, 2023
Total revenue		$	17,925			$	15,877
Cost of revenue			6,370				4,008
Gross profit			11,555				11,869
Technology and development			2,617				3,057
Marketing			1,222				566
Customer service and operations			2,818				2,849
General and administration			3,850				4,378
Stock-based compensation			561				293
Depreciation and amortization			2,376				2,373
Total operating expenses			13,444				13,516
Loss from operations			(1,889	)			(1,647	)
Credit facility interest expense			1,656				1,454
Debenture and other financing expense			806				778
Accretion related to debentures			178				272
Share of loss in investment accounted for using the equity method			—				3,178
Revaluation gain			(1,088	)			(1,253	)
Other non-operating expense			254				975
			1,806				5,404
Net loss before tax			(3,695	)			(7,051	)
Income tax recovery			(85	)			(167	)
Net loss			(3,610	)			(6,884	)
Other comprehensive income:
Foreign currency transaction reserve (loss) gain			31				(209	)
Other comprehensive income (loss)			31				(209	)
Total comprehensive loss			(3,579	)			(7,093	)
Adjusted EBITDA(1)			1,048				1,019
Adjusted net loss(1)			(3,968	)			(3,858	)
Basic income (loss) per share			(0.15	)			(0.27	)
Diluted income (loss) per share			(0.15	)			(0.27	)

 

 

 

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Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Subscription and services revenue		$	10,691			$	9,446				13	%
Interest revenue			7,234				6,431				12	%
Total revenue			17,925				15,877				13	%

 

 

Subscription and services revenue – represents Carta transaction processing revenue, Moka subscriptions, MogoMortgage brokerage commissions, premium account revenue, net loan protection premiums, partner lending fees, portfolio management fees, exempt market dealer commission revenue, referral fee revenue, FX revenue and other fees and charges.

Interest revenue – represents interest on our line of credit loan products.

Please refer to the “Key Performance Indicators” section for commentary on total revenue and subscription and services revenue.

Cost of revenue

The following table summarizes the cost of revenue for the three months ended March 31, 2024:

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Provision for loan losses, net of recoveries		$	4,705			$	2,566				83	%
Transaction costs			1,665				1,442				15	%
Cost of revenue			6,370				4,008				59	%
As a percentage of total revenue			36	%			25	%

 

Cost of revenue consists of provision for loan losses, net of recoveries, and transaction costs. Provision for loan losses, net of recoveries, represents the amounts charged against income during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our portfolio and is based on various factors including the composition of the portfolio, delinquency levels, historical and current loan performance, expectations of future performance, and general economic conditions.

 

Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing), including expenses such as loan system transaction fees, transaction processing costs related to the Carta business and other transaction costs related to Moka and MogoTrade.

 

Cost of revenue was $6.4 million for the three months ended March 31, 2024, an increase of $2.4 million compared to the same period in the prior year.

 

Provision for loan losses, net of recoveries, has increased for the three months ended March 31, 2024 compared to the same periods in the prior year. This increase is due largely to continued overall growth in loan receivables in the current period, compared to a decrease in loan receivables in the comparative prior year period.

 

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Transaction costs have increased for the three months ended March 31, 2024 compared to the same period in the prior year, primarily due to the increase in revenue in the current period.

We believe we are adequately provisioned to absorb reasonably possible future material shocks to the loan book as a result of macroeconomic factors such as inflation and the interest rate environment. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expenses prior to any actual occurrence of a default event. We have applied a probability weighted approach in applying these forward-looking indicators to measure incremental ECL. This approach involved multiple stress scenarios and a range of potential outcomes. Factors considered in determining the range of ECL outcomes include varying degrees of possible length and severity of a recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty, and the level of loan protection insurance held by customers within our portfolio. We will continue to revisit assumptions under this methodology in upcoming quarters as economic conditions evolve.

 

Technology and development expenses

The following table provides the technology and development expenses for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Technology and development		$	2,617			$	3,057				(14	)%
As a percentage of total revenue			15	%			19	%

 

Technology and development expenses consist primarily of personnel and related costs of our product development, business intelligence, and information technology infrastructure employees. Associated expenses include hosting costs and software licenses, professional services, expenses related to the development of new products and technologies and maintenance of existing technology assets.

 

Technology and development expenses were $2.6 million for the three months ended March 31, 2024, which is a decrease of $0.5 million compared to $3.1 million in the same period last year. The decrease is primarily due to cost efficiency initiatives implemented from Q2 2023 onward.

 

We believe our investments into the development of our digital wealth platform will strengthen Mogo’s product service offerings and drive long-term member and revenue growth.

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Marketing expenses

The following table provides the marketing expenses for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Marketing		$	1,222			$	566				116	%
As a percentage of total revenue			7	%			4	%

 

Marketing expenses consist of salaries and personnel‑related costs, direct marketing and advertising costs related to online and offline customer acquisition (paid search advertising, search engine optimization costs, and direct mail), public relations, promotional event programs and corporate communications.

 

Marketing expenses were $1.2 million for the three months ended March 31, 2024, which is an increase of $0.6 million compared to $0.6 million in the same period last year. The Company increased marketing spend in Q1 2024 to help drive growth in subscription and services revenue, including wealth related products.

 

Customer service and operations expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Customer service and operations		$	2,818			$	2,849				(1	)%
As a percentage of total revenue			16	%			18	%

 

CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.

 

CS&O expenses decreased for the three months ended March 31, 2024. The decrease is primarily due to cost reduction initiatives implemented from Q2 2023 onward.

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General and administration expenses

The following table provides the general and administration (“G&A”) expenses for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
General and administration		$	3,850			$	4,378				(12	)%
As a percentage of total revenue			21	%			28	%

 

G&A expenses consist primarily of salary and personnel related costs for our corporate, finance and accounting, credit analysis, underwriting, legal and compliance, fraud detection and human resources employees. Additional expenses include consulting and professional fees, insurance, legal fees, occupancy costs, travel and other corporate expenses.

 

G&A expenses decreased for the three months ended March 31, 2024, compared to the same periods last year. The decrease is due to various cost efficiency initiatives implemented from Q2 2023 onward.

Stock-based compensation and depreciation and amortization

 

The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three months ended March 31, 2024 were as follows:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Stock-based compensation		$	561			$	293				91	%
Depreciation and amortization			2,376				2,373				0	%
			2,937				2,666				10	%
As a percentage of total revenue			16	%			17	%

 

Stock-based compensation represents the fair value of stock options granted to employees and directors measured using the Black-Scholes valuation model and amortized over the vesting period of the options. Depreciation and amortization is principally related to the amortization of intangible assets relating to internally capitalized development costs related to our technology platform, and technology, licenses and customer relationships acquired in the acquisitions of Carta, Moka and Fortification in 2021. Stock-based compensation and depreciation and amortization are all non-cash expenses.

 

Stock-based compensation increased to $0.6 million in the three months ended March 31, 2024 compared to $0.3 million in the same period last year. The increase in stock-based compensation is driven by a lower number of forfeitures Q1 2023 compared to the same period last year.

 

Depreciation and amortization remained consistent at $2.4 million in the three months ended March 31, 2024 compared to $2.4 million in the same period last year.

 

 

 

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Credit facility interest expense

The following table provides a breakdown of credit facility interest expense for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Credit facility interest expense		$	1,656			$	1,454				14	%
As a percentage of total revenue			9	%			9	%

 

Credit facility interest expense relates to the costs incurred in connection with our Credit Facility. It includes interest expense and the amortization of deferred financing costs.

 

Credit facility interest expense increased for the three months ended March 31, 2024 compared to the same period last year. The increase is due to additional advances on the Credit Facility and higher interest rates.

Other expenses (income)

The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Debenture and other financing expense		$	806			$	778				4	%
Accretion related to debentures			178				272				(35	)%
Share of loss in investment accounted for using the equity method			—				3,178				(100	)%
Revaluation gain			(1,088	)			(1,253	)			(13	)%
Other non-operating expense			254				975				(74	)%
Total other expense			150				3,950				(96	)%
As a percentage of total revenue			1	%			25	%

 

Total other expenses (income) were expense of $0.2 million for the three months ended March 31, 2024, which is a decrease of $3.8 million compared to an expense of $4.0 million for the same period last year. The decrease in total other expenses was primarily driven by the discontinuation of equity accounting for our share of Coinsquare’s net comprehensive loss following the WonderFi Transaction. In Q1 2023 the Company recognized its share of loss in investment accounted for using the equity method of $3.2 million. No such loss was recognized in 2024.

 

Revaluation gain was $1.1 million for the three months ended March 31, 2024 compared to $1.3 million in the same period last year. The variance is primarily attributable to a gain in investment portfolio and marketable securities of $0.9 million in the current year, compared to $0.8 million in the same period last year, offset by an unrealized gain in debentures of $0.1 million for the current year, compared to $0.3 million in the same period last year and an unrealized exchange gain of $0.1 million in the current year compared to $0.2 million in the same period last year.

 

Other non-operating expense for the three months ended March 31, 2024 decreased by $0.7 million compared to the same period last year. In Q1 2023 restructuring costs attributable to MogoCard and MogoApp were recorded. No such items were recognized in the current quarter.

 

Debenture and other financing expense primarily consists of interest expense related to our debentures and interest expense related to our lease liabilities resulting from the adoption of IFRS 16. Debenture and other financing expense was relatively consistent compared to the prior period.

 

 

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Other comprehensive (loss) income

 

The following table provides a breakdown of other comprehensive income by type for the three months ended March 31, 2024:

 

($000s, except percentages)
		Three months ended
		March 31, 2024				March 31, 2023				Change %
Foreign currency transaction reserve (loss) gain			31				(209	)			(115	)%
Other comprehensive income (loss)			31				(209	)			(115	)%

 

Total other comprehensive loss consisting of foreign currency translation reserve (loss) gain was $0.03 million for the three months ended March 31, 2024 compared to other comprehensive income of $0.2 million in the same period last year. These gains and losses are due to fluctuations in foreign currency exchange rates across the periods.

From the date of the acquisition of Carta in Q1 2021 and Moka in Q2 2021, the Company consolidates foreign operations with functional currencies that are different from the presentation currency of the Company's consolidated financial statements. The assets and liabilities of foreign operations are translated to CAD using exchange rates at the reporting date whilst their income and expenses are translated to CAD using average monthly exchange rates. Foreign currency differences arising are recognized in other comprehensive income.

 

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Selected Quarterly Information

 

($000s, except per share amounts)
	2024				2023																	2022
	First Quarter				Fourth Quarter				Third Quarter				Second Quarter				First Quarter					Fourth Quarter				Third Quarter				Second Quarter
Income Statement Highlights
Total revenue	$	17,925			$	17,157			$	16,180			$	16,008			$	15,877				$	17,146			$	17,257			$	17,290
Loss from operations		(1,889	)			(222	)			(843	)			(1,161	)			(1,647	)				(3,753	)			(7,634	)			(9,854	)
Other (expenses) income, including taxes		(1,721	)			8,733				(8,661	)			(8,847	)			(5,237	)				(71,190	)			(12,362	)			(42,016	)
Net (loss) income		(3,610	)			8,511				(9,504	)			(10,008	)			(6,884	)				(74,943	)			(19,996	)			(51,870	)
Net (loss) income per common share (basic)		(0.15	)			0.34				(0.38	)			(0.39	)			(0.27	)				(2.97	)			(0.78	)			(2.03	)
Net (loss) income per common share (fully diluted)		(0.15	)			0.34				(0.38	)			(0.39	)			(0.27	)				(2.97	)			(0.78	)			(2.03	)
Non-IFRS Financial Measures(1)
Adjusted EBITDA		1,048				2,743				2,066				1,844				1,019					248				(2,799	)			(4,134	)
Adjusted net loss		(3,968	)			(2,600	)			(2,556	)			(2,918	)			(3,858	)				(5,375	)			(8,350	)			(9,476	)
Cash provided by (used in) operations before investment in gross loans receivable		1,815				4,676				2,619				2,129				67					457				(1,467	)			(2,476	)

 

 

Key Quarterly Trends

 

We had steady revenue in 2022, while we implemented initiatives to reduce operating expenses throughout the year. This resulted in reductions in operating expenses over 2022 and 2023, but the impact on sub-scale revenue streams resulted in a decrease in revenue in Q1 to Q3 2023 compared to 2022. We saw a slight increase in revenue in Q4 2023 and a continued increase in Q1 2024 representing a return to growth in the Company’s primary business segments of wealth, payments, and lending.

Loss from operations decreased quarter over quarter from Q2 2022 to Q4 2023, with significant decreases in operating expenses while managing impact on revenue. Loss from operations increased in Q1 2024 due to higher growth investment in our wealth and payments business segments. The Company also experiences seasonally higher expenses in Q1 compared to Q4 contributing to the increase in net loss. We also continue to transition to the OCI platform to support long term growth, resulting in some temporary incremental costs. The OCI transition is expected to be materially completed in the first half of 2025.

Other income (expenses), including taxes, resulted in losses from Q2 2022 to Q4 2022. Between Q2 2022 and Q4 2022, broader equity and cryptocurrency market declines resulted in non-cash losses, including $58.3 million in impairment charges on our investment in Coinsquare, $31.8 million in impairment charges to goodwill and $6.5 million in write-downs of intangible assets. In 2023, changes in other expenses primarily related to our share of Coinsquare's net comprehensive loss, impairment on our investment in Coinsquare, restructuring costs related to the wind down of the legacy MogoApp, including MogoCard, impairment on assets related to our Vancouver lease and a loss on the revaluation of our investment portfolio and marketable securities. In Q4 2023, there was a significant increase in other income primarily due to a revaluation gain on our investment in WonderFi. In Q1 2024 other expenses primarily consisted of credit facility interest expense and debenture and other financing expense offset by revaluation gains.

Adjusted EBITDA has generally improved over the last eight quarters, as we placed a significant emphasis on operating efficiency and margin improvement in 2022 and 2023. Adjusted EBITDA was lower in Q1 2024, as we shifted our balance back towards driving revenue growth while maintaining positive Adjusted EBITDA as noted in our Financial Outlook. Adjusted EBITDA is also impacted by the seasonality of expenses and OCI costs noted above.

 

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Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at March 31, 2024 and December 31, 2023:

 

($000s)		As at
		March 31, 2024				December 31, 2023
Cash and cash equivalent		$	11,800			$	16,133
Total assets			206,462				207,763
Total liabilities			115,805				114,039

 

Total assets decreased by $1.3 million during the three months ended March 31, 2024. The decrease is primarily attributable to overall net losses in the business.

 

Total liabilities increased by $1.8 million during the three months ended March 31, 2024. The increase is primarily due to increases in advances on the credit facility.

Loans receivable

The following table provides a breakdown of loans receivable as at March 31, 2024 and December 31, 2023:

 

($000s)		As at
		March 31, 2024				December 31, 2023
Gross loans receivable		$	76,034			$	74,272
Allowance for loan losses			(13,492	)			(12,555	)
Net loans receivable			62,542				61,717

 

The gross loans receivable portfolio was $76.0 million as at March 31, 2024, which is an increase of $1.7 million compared to the balance as at December 31, 2023. The increase is primarily due to additional loan originations issued the period.

 

The following table provides a reconciliation of changes in our loan loss allowance for the year ended March 31, 2024 and the year ended December 31, 2023:

 

($000s)		As at
		March 31, 2024				December 31, 2023
Allowance for loan losses, beginning of period		$	12,555			$	13,073
Provision for loan losses			4,707				13,778
Loans charged-off			(3,770	)			(14,296	)
Allowance for loan losses, end of period			13,492				12,555

 

The allowance for loan losses is reported on the Company’s balance sheet and is netted against gross loans receivable to arrive at the net loans receivable. The allowance for loan losses represents our estimate of the ECL inherent in our loan portfolio. Refer to Note 4 of the interim condensed consolidated financial statements for a breakdown of gross loans receivable and allowance for loan losses by aging category based on their IFRS 9 ECL measurement stage. The Company assesses its allowance for loan losses at each reporting date. Changes in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the consolidated statements of operations and comprehensive income (loss).

 

The allowance for loan losses as a percentage of gross loans receivable increased to 17.7% as at March 31, 2024 from 16.9% as at December 31, 2023. Growth in the loan book resulted in a corresponding increase in the allowance, along with seasonal delinquencies noted in the quarter that were within the historical ranges expected by management.

 

 

 

 

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The allowance methodology includes a factor in respect of potential future losses arising from macroeconomic indicators, which is a requirement under IFRS 9 to consider forward-looking indicators in determining the allowance. We believe that the related allowance is adequate to absorb reasonably possible changes to economic conditions that impact the loan book. It should be noted that this allowance has already been reflected in our provision for loan losses in the consolidated statements of operations and comprehensive income (loss). Refer to the “Cost of revenue” section above for further discussion on the provision for loan losses.

The Company reserves and charges off consumer loan amounts to the extent that there is no reasonable expectation of recovery once the loan or a portion of the loan has been classified as past due for more than 180 consecutive days. Recoveries on loan amounts previously charged off are credited against loans receivable and provision for loan losses when collected.

In the opinion of management, the Company has provided adequate allowances to absorb expected credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date. The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could change significantly.

Transactions with Related Parties

 

Related party transactions during the three months ended March 31, 2024 include transactions with debenture holders that incur interest. The related party debentures balance as at March 31, 2024 totaled $0.3 million (March 31, 2023 – $0.3 million). The debentures bear annual coupon interest of 8.0% (March 31, 2023 – 8.0%) with interest expense for the three months ended March 31, 2024 totaling $6,000 (March 31, 2023 – $6,000). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

 

 

 

 

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Off‑Balance Sheet Arrangements

The Company has no off‑balance sheet arrangements that have, or are likely to have, a current or future material effect on our consolidated financial position, financial performance, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

 

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 23 and Note 24 in the Company’s annual consolidated financial statements for the year ended December 31, 2023. The Company has assessed that it has adequate resources to continue as a going concern

for the foreseeable future, which management has defined as being at least the next 12 months.

 

To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of common shares of the Company, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The business combination between the Company and Mogo Finance in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio and marketable securities which the Company is actively seeking to monetize. Following investments made after the business combination, the value of Mogo’s investments and marketable securities, including our investment in WonderFi, was $39.7 million as at March 31, 2024.

 

We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. Our principal cash requirements are for working capital, loan capital and investing activities. Our future financing requirements will depend on many factors including our growth rate, product development investments, increase in marketing activities, investment levels in our gross loans receivables, the macroeconomic conditions and its impact on loan performance, and potential mergers, strategic investments and acquisitions activity. Management expects that they will be able to refinance any outstanding amounts owing under the Credit Facility or our long-term debentures and may at times consider the issuance of shares in satisfaction of amounts owing under debentures, in each case as they become due and payable. The debentures are subordinated to the Credit Facility.

 

On November 6, 2023, due to the expiry of our previous short-form base shelf prospectus, we filed a new short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec. This shelf prospectus allows Mogo to offer common shares, preferred shares, debt securities, and warrants to purchase common shares, preferred shares or debt securities up to an aggregate offering price of USD $250,000,000 for the 25-month period after filing.

 

In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio and marketable securities, increasing the amount of long-term debt outstanding or increasing availability under existing or new credit facilities.

 

Although we are not currently party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favourable to us or at all.

 

In December 2021, we amended our Credit Facility. The amendments changed the effective interest rate from a maximum of 9% plus LIBOR to 8% plus LIBOR with no floor. In addition, the amendment increases the available loan capital from $50 million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025. As of July 1, 2023, the Credit Facility's benchmark rate transitioned from the USD LIBOR benchmark rate to the Secured Overnight Financing Rate.

 

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Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three months ended March 31, 2024 and 2023:

 

($000s)
		Three months ended
		March 31, 2024				March 31, 2023
Cash provided by operating activities before changes in working capital (1)		$	3,141			$	1,176
Other changes in working capital (1)			(1,326	)			(1,109	)
Cash provided by operating activities before changes in loans receivable			1,815				67
Cash invested in loans receivable			(5,681	)			(1,068	)
Cash used in operating activities			(3,866	)			(1,001	)
Cash used in investing activities			(1,520	)			(891	)
Cash provided by (used in) financing activities			1,072				(3,007	)
Effect of exchange rate fluctuations			(19	)			(22	)
Net decrease in cash for the period			(4,333	)			(4,921	)

 

 

The reduction in the net decrease in cash for three months ended March 31, 2024 against the comparative period, was primarily due to improvements in operating efficiency and increased revenue in the current period. We experience a seasonally higher outflow of cash related to working capital in Q1 compared to other quarters and also had some discretionary investment in marketable securities in the current period, that contributed to the change in cash position for Q1 2024.

Cash provided by (used in) operating activities

 

Our operating activities consist of our subscription and services revenue inflows, our cash operating and interest expense outflows, as well as the funding and servicing of our loan products, including the receipt of principal and interest payments from our loan customers, and payment of associated direct costs and receipt of associated fees.

 

Cash provided by operating activities before investment in gross loans receivables was $1.8 million for the three months ended March 31, 2024, which is a $1.7 million improvement compared to $0.1 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in 2023.

 

Cash invested in loans receivable was a $5.7 million outflow in the three months ended March 31, 2024 compared to a $1.1 million outflow in the same period last year. Management maintains complete discretion over the ability to manage this as either a usage of cash or an inflow of cash from period to period.

 

Cash used in operating activities increased by $2.9 million or 286% in the three months ended March 31, 2024 compared to the same period last year. The increase was primarily due to an increase in net issuances of loans receivables.

 

Cash provided by operating activities before changes in working capital was a $3.1 million inflow in the three months ended March 31, 2024 compared to a $1.2 million inflow in the same period last year. The overall increase in cash inflows was due to lower operating expenses as a percentage of revenue in the current period relative to the prior period.

 

Other changes in working capital resulted in a $1.3 million outflow in the three months ended March 31, 2024 compared to a $1.1 million outflow in the same period last year. The changes in cash flows due to working capital are primarily due to the timing of vendor payments.

 

 

 

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Cash provided by (used in) investing activities

 

Our investing activities consist primarily of capitalization of software development costs, purchases of property, equipment and software, investment and sale of our digital assets, cash invested in investment accounted for using the equity method, monetization of our investment portfolio, marketable securities and cash (invested) acquired in a business combination. The cash flow may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.

 

Cash used in investing activities in the three months ended March 31, 2024 was $1.5 million compared to $0.9 million in the same period last year. The overall increase in cash used in investing activities is primarily due to the Company's investment in marketable securities in the current period.

 

Cash provided by (used in) financing activities

 

Historically, our financing activities have consisted primarily of the issuance of our common shares, debentures, convertible debentures, and borrowings and repayments on our credit facilities.

 

Cash provided by financing activities in the three months ended March 31, 2024 was $1.1 million compared to cash used in financing activities of $3.0 million for the same period last year. The net increase in cash provided by financing activities in the current period compared to the prior period is primarily attributable to a $1.9 million advance of the Credit Facility, compared to a $1.9 million repayment of the Credit Facility in the prior period.

 

 

 

 

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Contractual Obligations

The following table shows contractual obligations as at March 31, 2024. Management will continue to refinance any outstanding amounts owing under the Credit Facility or our long-term debentures as they become due and payable.

 

($000s)		2024				2025				2026				2027				2028				Thereafter
Commitments - operational
Lease payments			908				1,240				1,255				835				247				390
Trade payables			5,103				—				—				—				—				—
Accrued wages and other expenses			19,560				—				—				—				—				—
Other purchase obligations			997				812				584				642				221				—
Interest – Credit Facility			5,130				3,420				—				—				—				—
Interest – Debentures			2,353				2,229				—				—				—				—
			34,051				7,701				1,839				1,477				468				390
Commitments – principal repayments
Credit Facility			—				51,309				—				—				—				—
Debentures (1)			1,471				34,985				—				—				—				—
			1,471				86,294				—				—				—				—
Total contractual obligations			35,522				93,995				1,839				1,477				468				390

 

Disclosure of Outstanding Shares

The authorized capital of Mogo consists of an unlimited number of common shares without par value and an unlimited number of preferred shares, issuable in one or more series. As of May 9, 2024, no preferred shares have been issued and the following common shares, and rights to acquire common shares were outstanding:

 

Class of Security		Number outstanding (in 000s) as at May 9, 2024
Common shares			24,517
Stock options			3,479
Restricted share units			-
Common share purchase warrants (2)			2,267

 

 

 

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Risk Management

 

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, management takes steps to avoid undue concentrations of risk. The Company’s significant risk and related policies are described further in the notes to the Company’s annual consolidated financial statements for the year ended December 31, 2023 and interim condensed consolidated financial statements for the three months ended March 31, 2024.

Other risks

As part of the Federal Budget released in March 2023, the Government of Canada provided indication of its intention to reduce the maximum allowable interest rate to an annual percentage rate of 35%. The new maximum allowable rate will only be applicable to agreements entered subsequent to the effective date, which has not yet been determined. The Company intends to make any necessary adjustments to product offerings as new updates unfold, in order to mitigate any potential impact of the lower maximum allowable rate.

As changes in our business environment or investment strategy occur, we may adjust our strategies to meet these changes, which may include restructuring a particular business or asset or refocusing on different sectors of our investment portfolio and marketable securities. In addition, external events, including changing technology, changing consumer patterns, changing market sentiment, and changes in macroeconomic condition, including the volatility and uncertainty in financial markets (including cryptocurrency markets), may impair the value of some or all of our assets or require us to take a charge against such assets, including our investment in WonderFi. When these changes or events occur, we may need to write down the value of certain assets or the overall value of our investment portfolio and marketable securities. We may also make investments in existing or new businesses in order to build on or diversify our investment portfolio and marketable securities. Some of these investments may have short-term returns that are negative or low and the ultimate prospects of those investments in our portfolio may be uncertain, volatile or may not develop at a rate that supports our level of investment. In any of these events, we may have significant charges associated with the write-down of assets or certain asset classes such as cryptocurrency or technology company investments.

Other risks facing our business, and that could cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our current annual information form for the year ended December 31, 2023 and elsewhere in this MD&A.

Capital management

Our objective in managing our capital is financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in technology, marketing and product development. Our senior management team is responsible for managing the capital through regular review of financial information to ensure sufficient resources are available to meet operating requirements and investments to support our growth strategy. The Board is responsible for overseeing this process. In order to maintain or adjust our capital structure, we may issue new shares, repurchase shares, approve special dividends, or issue debt.

 

Critical Accounting Estimates

The preparation of the consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of revenues and expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised.

Significant estimates and judgments include the determination of allowance for loan losses, fair value of privately held investments, impairment of investment in associate, and valuation of goodwill acquired in business combinations, which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2023 and interim condensed consolidated financial statements for the three months ended March 31, 2024.

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Changes in Accounting Policies including Initial Adoption

Material accounting policies

The accounting policies are described in the Company's annual consolidated financial statements for the year ended December 31, 2023.

New and amended standards and interpretations

Certain new or amended standards and interpretations are expected to become effective on January 1, 2024 and beyond. There are no new standards, interpretations or amendments that are expected to have a material impact to the Company’s consolidated financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Controls and Procedures

The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized and reported on a timely basis. The CEO and CFO have evaluated the design of the Company’s disclosure controls and procedures at the end of the quarter and based on the evaluation, the CEO and CFO have concluded that the disclosure controls and procedures are effectively designed.

Internal Controls over Financial Reporting

 

The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. During the three months ended March 31, 2024, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Feller, Chief Executive Officer of Mogo Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 9, 2024

“David Feller”

______________________

David Feller

Chief Executive Officer

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Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gregory Feller, Chief Financial Officer of Mogo Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended March 31, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 9, 2024

“Gregory Feller”

_______________________

Gregory Feller

Chief Financial Officer

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