0001558370-23-008835.txt : 20230509 0001558370-23-008835.hdr.sgml : 20230509 20230509161639 ACCESSION NUMBER: 0001558370-23-008835 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 85 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230509 DATE AS OF CHANGE: 20230509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Payoneer Global Inc. CENTRAL INDEX KEY: 0001845815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 861778671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 23902263 BUSINESS ADDRESS: STREET 1: 150 W 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-600-9272 MAIL ADDRESS: STREET 1: 150 W 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: New Starship Parent, Inc. DATE OF NAME CHANGE: 20210211 10-Q 1 payo-20230331x10q.htm 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to                  .

Graphic

Payoneer Global Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40547

86-1778671

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

150 W 30th St
New York, New York, 10001

(Address of principal executive offices,
including zip code)

(212) 600-9272

Registrant’s Telephone Number, Including Area Code

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PAYO

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of common stock, $0.01 par value, at an exercise price of $11.50 per share

PAYOW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

As of May 1, 2023, the registrant had 359,713,442 shares of common stock outstanding.

Payoneer Global Inc.

Form 10-Q

For the Quarter Ended March 31, 2023

Table of Contents

Page

PART I. FINANCIAL INFORMATION

4

Item 1. Financial Statements (Unaudited)

4

Condensed consolidated balance sheets (Unaudited)

5

Condensed consolidated statements of comprehensive income (Unaudited)

6

Condensed consolidated statements of changes in shareholders’ equity (Unaudited)

7

Condensed consolidated statements of cash flows (Unaudited)

8

Notes to the condensed consolidated financial statements (Unaudited)

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

26

Item 4. Controls and Procedures

27

PART II - OTHER INFORMATION

28

Item 1. Legal Proceedings

28

Item 1A. Risk Factors

28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

28

Item 3. Defaults upon Senior Securities

28

Item 4. Mine Safety Disclosures

28

Item 5. Other Information

28

Item 6. Exhibits

29

Signatures

30

2

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the information incorporated herein by reference, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and other similar words and expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of Payoneer’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical and other economic, business and/or competitive factors; (3) Payoneer’s estimates of its financial performance; (4) the outcome of any known and/or unknown legal or regulatory proceedings; and (5) other factors, described under the heading “Risk Factors” discussed and identified in public filings made with the U.S. Securities and Exchange Commission (the “SEC”) by Payoneer.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Payoneer prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report on Form 10-Q and attributable to Payoneer or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q. Except to the extent required by applicable law or regulation, Payoneer undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 10-Q or to reflect the occurrence of unanticipated events.

3

PART I. FINANCIAL INFORMATION

PAYONEER GLOBAL INC.

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2023

TABLE OF CONTENTS

    

Page

Condensed consolidated financial statements (unaudited) in U.S. dollars:

Condensed consolidated balance sheets (Unaudited)

5

Condensed consolidated comprehensive statements of income (Unaudited)

6

Condensed consolidated statements of changes in shareholders’ equity (Unaudited)

7

Condensed consolidated statements of cash flows (Unaudited)

8

Notes to condensed consolidated financial statements (Unaudited)

10

4

Table of Contents

PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

    

March 31, 

    

December 31, 

2023

2022

(Unaudited)

Assets:

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

544,542

$

543,299

Restricted cash

 

9,525

 

2,882

Customer funds

 

5,467,274

 

5,838,612

Accounts receivable (net of allowance of $246 at March 31, 2023 and December 31, 2022)

 

10,831

 

12,878

Capital advance receivables (net of allowance of $5,415 at March 31, 2023 and $5,311 at December 31, 2022)

 

42,073

 

37,155

Other current assets

 

44,521

 

36,278

Total current assets

 

6,118,766

 

6,471,104

Non-current assets:

 

 

  

Property, equipment and software, net

 

14,335

 

14,392

Goodwill

 

19,889

 

19,889

Intangible assets, net

 

50,065

 

45,444

Restricted cash

 

4,851

 

4,848

Deferred taxes

 

2,363

 

4,169

Investment in associated company

 

 

6,429

Severance pay fund

 

1,072

 

1,095

Operating lease right-of-use assets

 

15,223

 

15,260

Other assets

 

11,154

 

12,021

Total assets

$

6,237,718

$

6,594,651

Liabilities and shareholders’ equity:

 

 

  

Current liabilities:

 

 

  

Trade payables

$

31,767

$

41,566

Outstanding operating balances

 

5,467,274

 

5,838,612

Other payables

 

87,051

 

97,334

Total current liabilities

 

5,586,092

 

5,977,512

Non-current liabilities:

 

 

  

Long-term debt from related party (refer to Notes 8 and 17 for further information)

 

17,120

 

16,138

Warrant liability

26,166

25,914

Other long-term liabilities

 

31,494

 

29,831

Total liabilities

 

5,660,872

 

6,049,395

Commitments and contingencies (Note 11)

 

 

  

Shareholders’ equity:

 

 

  

Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at March 31, 2023 and December 31, 2022.

 

 

Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 359,202,123 and 352,842,025 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.

3,592

3,528

Additional paid-in capital

 

674,021

 

650,433

Accumulated other comprehensive loss

 

(176)

 

(176)

Accumulated deficit

 

(100,591)

 

(108,529)

Total shareholders’ equity

 

576,846

 

545,256

Total liabilities and shareholders’ equity

$

6,237,718

$

6,594,651

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

5

Table of Contents

PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

    

Three months ended

    

March 31, 

2023

    

2022

Revenues

$

192,014

$

136,958

Transaction costs (Exclusive of depreciation and amortization shown separately below and inclusive of $421 and $320 interest expense and fees associated with related party transaction during the three months ended March 31, 2023 and 2022, respectively; refer to Notes 8 and 17 for further information)

 

27,081

 

25,575

Other operating expenses (Exclusive of depreciation and amortization shown separately below)

 

40,095

 

34,759

Research and development expenses

 

29,280

 

25,915

Sales and marketing expenses

 

47,826

 

34,469

General and administrative expenses

 

26,681

 

18,128

Depreciation and amortization

 

6,039

 

4,455

Total operating expenses

 

177,002

 

143,301

Operating income (loss)

 

15,012

 

(6,343)

Financial income (expense):

 

 

Gain (loss) from change in fair value of Warrants

(252)

31,196

Other financial income (expense), net

2,350

(2,695)

Financial income, net

2,098

28,501

Income before taxes on income and share in gains of associated company

 

17,110

 

22,158

Taxes on income

 

9,172

 

1,967

Share in gains of associated company

 

-

 

20

Net income

$

7,938

$

20,211

Other comprehensive income, net of tax

Foreign currency translation adjustments

-

390

Other comprehensive income, net of tax

-

390

Comprehensive income

$

7,938

$

20,601

Per Share Data

 

 

Net income per share attributable to common stockholders — Basic earnings per share

$

0.02

$

0.06

— Diluted earnings per share

$

0.02

$

0.06

Weighted average common shares outstanding — Basic

 

360,220,161

 

342,324,722

Weighted average common shares outstanding — Diluted

 

388,308,279

 

365,992,174

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

6

Table of Contents

PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

    

    

    

    

Accumulated 

    

    

Additional 

other 

Common Stock

paid-in 

comprehensive 

Accumulated 

    

Shares

    

Amount

    

capital

    

income (loss)

    

deficit

    

Total

Balance at December 31, 2022

352,842,025

$

3,528

$

650,433

$

(176)

$

(108,529)

$

545,256

Exercise of options, vested RSUs, and shares granted

6,360,098

64

6,188

6,252

Stock-based compensation

17,400

17,400

Net income

 

 

 

 

7,938

 

7,938

Balance at March 31, 2023

359,202,123

$

3,592

$

674,021

$

(176)

$

(100,591)

$

576,846

Balance at December 31, 2021

340,384,157

$

3,404

$

575,470

$

2,253

$

(94,054)

$

487,073

Adoption of ASC 326

 

 

 

 

(2,505)

 

(2,505)

Exercise of options and vested RSUs

2,212,210

 

22

 

3,659

 

 

 

3,681

Stock-based compensation

 

 

13,114

 

 

 

13,114

Other comprehensive income, net of tax

390

390

Net income

 

 

 

 

20,211

 

20,211

Balance at March 31, 2022

342,596,367

$

3,426

$

592,243

$

2,643

$

(76,348)

$

521,964

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

7

Table of Contents

PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. DOLLARS IN THOUSANDS

    

Three months ended

March 31, 

2023

2022

Cash Flows from Operating Activities

 

  

 

  

Net income

$

7,938

$

20,211

Adjustment to reconcile net loss to net cash provided by operating activities:

 

 

  

Depreciation and amortization

 

6,039

 

4,455

Deferred taxes

 

1,806

 

1,523

Stock-based compensation expenses

 

16,927

 

13,114

Share in gains of associated company

 

 

(20)

Loss (gain) from change in fair value of Warrants

252

(31,196)

Foreign currency re-measurement loss (gain)

 

(416)

 

77

Changes in operating assets and liabilities:

 

 

Other current assets

 

(8,159)

 

(4,622)

Trade payables

 

(10,090)

 

176

Deferred revenue

 

323

 

(160)

Accounts receivable, net

 

2,047

 

(481)

Capital advance extended to customers

 

(71,184)

 

(67,706)

Capital advance collected from customers

 

66,266

 

76,356

Other payables

 

(10,414)

 

(10,794)

Other long-term liabilities

 

(635)

 

(1,050)

Operating lease right-of-use assets

 

2,335

 

2,381

Other assets

 

867

 

108

Net cash provided by operating activities

 

3,902

 

2,372

Cash Flows from Investing Activities

 

  

 

  

Purchase of property, equipment and software

 

(1,764)

 

(2,690)

Capitalization of internal use software

 

(7,588)

 

(3,812)

Severance pay fund distributions, net

 

23

 

46

Customer funds in transit, net

 

(53,628)

 

34,409

Net cash inflow from acquisition of remaining interest in joint venture (Refer to Note 2(c) for further information)

5,953

Net cash provided by (used in) investing activities

 

(57,004)

 

27,953

Cash Flows from Financing Activities

 

  

 

  

Proceeds from issuance of common stock in connection with stock-based compensation plan

 

5,865

 

3,681

Outstanding operating balances, net

 

(371,338)

 

229,299

Borrowings under related party facility (Refer to Notes 8 and 17 for further information)

9,842

7,163

Repayments under related party facility (Refer to Notes 8 and 17 for further information)

(8,859)

(6,532)

Net cash provided by (used in) financing activities

 

(364,490)

 

233,611

Effect of exchange rate changes on cash and cash equivalents

 

515

 

(78)

Net change in cash, cash equivalents, restricted cash and customer funds

 

(417,077)

 

263,858

Cash, cash equivalents, restricted cash and customer funds at beginning of period

 

6,386,720

 

4,838,433

Cash, cash equivalents, restricted cash and customer funds at end of period

$

5,969,643

$

5,102,291

Supplemental information of investing and financing activities not involving cash flows:

 

 

  

Property, equipment, and software acquired but not paid

$

400

$

147

Internal use software capitalized but not paid

$

2,609

$

1,265

Right of use assets obtained in exchange for new operating lease liabilities

$

2,298

$

7,303

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) – (CONTINUED)

U.S. DOLLARS IN THOUSANDS

The below table reconciles cash, cash equivalents, restricted cash and customer funds as reported in the consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows:

As of March 31, 

    

2023

    

2022

Cash and cash equivalents

$

544,542

$

465,734

Current restricted cash

9,525

3,088

Non-current restricted cash

 

4,851

 

5,367

Customer funds(1)

 

5,410,725

 

4,628,102

Total cash, cash equivalents, restricted cash and customer funds shown in the condensed consolidated statements of cash flows

$

5,969,643

$

5,102,291

(1)Excludes $56,549 and $2,451 of customer funds in transit as of March 31, 2023 and 2022, respectively.

The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).

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PAYONEER GLOBAL INC.

NOTE 1 – GENERAL OVERVIEW

Unless otherwise noted herein, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.

Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a suite of services that includes cross-border payments, physical and virtual Mastercard cards, working capital, risk management and other services. The fully-hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.    Principles of consolidation, basis of presentation and accounting principles:

The accompanying condensed consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in an entity where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, our share of the investee’s results of operations is shown within Share in losses of associated company on our condensed consolidated statements of comprehensive income and our investment balance as an investment in associated company on our condensed consolidated balance sheets.

The consolidated interim financial information herein is unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2022 but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto of Payoneer Global Inc. and its subsidiaries.

b.    Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and loss contingencies.

c.    Investment in associated company:

In July 2019, the Company, through its wholly-owned subsidiary Payoneer Research and Development Ltd., entered into an agreement for the establishment of a joint venture company in the Peoples Republic of China (“PRC”). The objective of the joint venture was to apply for a local payment service provider license in accordance with PRC laws. The Company’s share in the Joint Venture was 46%, with the remaining ownership interest held by a local partner. Initial funds in the amount of $6,501 were contributed. The investment in the joint venture was presented as an investment in associated company in the Company’s consolidated balance sheets as the Company did not have control over the joint venture.

In January 2023, the Company, through Payoneer Research and Development Ltd., acquired all remaining interests from other partners in the joint venture. As part of the agreement, the acquiring company assumed responsibility for all expenses and income incurred or earned through the date of acquisition related to the joint venture.

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PAYONEER GLOBAL INC.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

As substantially all of the fair value of the gross assets of the joint venture are concentrated in a group of similar assets (cash and cash equivalents and restricted deposits), the Company accounted for the transaction as an asset acquisition. As such, the Company’s basis in the acquired assets is valued at the amount of consideration transferred, as shown below.

Consideration paid

Cash1

$7,961

Foreign exchange loss on payment1

(100)

Investment in associated company

6,429

Total

$14,290

Assets acquired

Cash and cash equivalents

$6,957

Short-term restricted deposits

6,957

Prepaid assets

24

Tax receivable

59

Intangible assets

293

Total

$14,290

Net cash inflow related to acquisition

Cash and cash equivalents and restricted deposits acquired

$13,914

Cash paid

(7,961)

Net cash inflow

$5,953

________________________________________

(1)The underlying assets of the joint venture were previously valued in CNY. Due to a timing difference of payment date and acquisition agreement settlement date, $100 of foreign exchange loss was recognized at the time of payment through other financial income (expense), net on the condensed consolidated statements of comprehensive income.

The Company acquired $59 in tax receivables which we do not expect to utilize. As such, these receivables were written-off subsequent to acquisition through general and administrative expenses in the condensed consolidated statements of comprehensive income.

The Company also acquired $293 in intangible assets which were determined to have no use to the Company post-acquisition. As such, these assets were completely impaired through depreciation and amortization in the condensed consolidated statements of comprehensive income.

d.    Functional currency and translation:

Prior to January 1, 2023, the Company had a foreign subsidiary that used the local currency of the respective country as its functional currency. As of January 1, 2023, this subsidiary has changed its functional currency to be that of the Company, the U.S. dollar, due to a shift in the subsidiary’s primary revenue streams, which are now substantially all from services provided to the Company.

e.    Recently issued accounting pronouncements:

FASB Standards issued, but not adopted as of March 31, 2023

In 2020, the FASB issued amended guidance that provides transitional relief for the accounting impact of reference rate reform. For a limited duration, this guidance provides optional expedients and exceptions for applying GAAP to certain contract modifications, hedging relationships, and other transactions that will be impacted by a reference rate expected to be discontinued due to reference rate reform. The amended guidance is effective through December 31, 2024. The Company does not expect reference rate reform to have a material impact on the Company’s financial statements.

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PAYONEER GLOBAL INC.

NOTE 3 – CAPITAL ADVANCE (“CA”) RECEIVABLES

The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price.

During the three months ended March 31, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CAs:

Three months ended

March 31, 

2023

2022

Beginning CA receivables, gross

$

42,466

$

56,101

CA extended to customers

71,476

68,281

Change in revenue receivables

150

(4)

CA collected from customers

(65,973)

(76,352)

Charge-offs, net of recoveries

(631)

(1,101)

Ending CA receivables, gross

$

47,488

$

46,925

Allowance for CA losses

 

(5,415)

 

(4,405)

CA receivables, net

$

42,073

$

42,520

The outstanding gross balance at March 31, 2023 consists of the following current and overdue amounts:

130 days

    

3060

    

6090

Above 90

Total

Current

overdue

overdue

overdue

overdue

$

47,488

44,506

1,030

684

250

1,018

The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts:

    

    

130 days

    

3060

    

6090

    

Above 90

Total

    

Current

    

overdue

    

overdue

    

overdue

    

overdue

$

42,466

 

39,945

 

986

 

380

 

104

 

1,051

The following are current and overdue balances from above that are segregated into the timing of expected collections at March 31, 2023:

Due in less

Due in 3060

Due in 6090

Due in more

Total

    

Overdue

    

than 30 days

    

days

    

days

    

than 90 days

$

47,488

2,982

8,409

8,591

15,390

12,116

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022:

    

Due in less

Due in 3060

Due in 6090

    

Due in more

Total

    

Overdue

    

than 30 days

    

days

    

days

    

than 90 days

$

42,466

 

2,521

 

7,354

 

12,553

 

14,427

 

5,611

As of March 31, 2023, the Company applied a range of loss rates to the CA portfolio of 1.59% to 1.86% for the allowance for CA losses. As of December 31, 2022, the Company applied a range of loss rates to the CA portfolio of 1.59% to 1.86%.

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PAYONEER GLOBAL INC.

NOTE 3 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued):

Below is a rollforward for the allowance for CA losses (“ALCAL”):

Three months ended

March 31,

2023

2022

Beginning balance

$

5,311

$

2,426

Adjustment for adoption of ASC 326

2,505

Provisions

1,261

1,812

Recoveries

(526)

(1,237)

Charge-offs

(631)

(1,101)

Ending balance

$

5,415

$

4,405

NOTE 4 - OTHER CURRENT ASSETS

Composition of other current assets, grouped by major classifications, is as follows:

    

March 31, 

    

December 31, 

2023

2022

Prepaid expenses

$

20,955

$

12,155

Income receivable

 

8,420

 

11,162

Prepaid income taxes

 

12,794

 

7,671

Other

 

2,352

 

5,290

Total other current assets

$

44,521

$

36,278

NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE

Composition of property, equipment and software, grouped by major classifications, is as follows:

    

March 31, 

    

December 31, 

2023

2022

Computers, software and peripheral equipment

$

36,178

$

34,328

Leasehold improvements

 

9,814

 

9,741

Furniture and office equipment

 

4,530

 

4,418

Property, equipment and software

 

50,522

 

48,487

Accumulated depreciation

 

(36,187)

 

(34,095)

Property, equipment and software, net

$

14,335

$

14,392

Depreciation expense for the three months ended March 31, 2023 and 2022 was $2,112 and $1,916, respectively.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table presents goodwill balances and adjustments to those balances during the three months ended March 31, 2023:

Foreign 

Currency 

December 31, 

    

Goodwill 

    

Translation 

    

March 31, 

    

2022

    

Acquired

    

Adjustments

    

2023

Total goodwill

$

19,889

 

 

$

19,889

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PAYONEER GLOBAL INC.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS (continued):

Intangible assets, net

Composition of intangible assets, grouped by major classifications, is as follows:

    

March 31, 2023

    

December 31, 2022

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Internal use software

$

83,305

$

(41,415)

$

41,890

$

75,195

$

(38,607)

$

36,588

Developed technology

 

14,365

 

(6,190)

 

8,175

 

14,365

 

(5,509)

 

8,856

Intangible assets, net

$

97,670

$

(47,605)

$

50,065

$

89,560

$

(44,116)

$

45,444

Amortization expense for the three months ended March 31, 2023 and 2022 was $3,602 and $2,539 respectively.

During the three months ended March 31, 2023, the Company recognized impairment of internal use of software in the amount of $32, as well as the $293 impairment of acquired intangibles described in Note 2(c). The impairment is presented under Depreciation and amortization expenses. No impairment was recognized during the three months ended March 31, 2022.

Expected future intangible asset amortization as of March 31, 2023, excluding capitalized internal use software of $24,581 not yet placed in service as of that date, was as follows:

Fiscal years

  

2023 (Excluding the three months ended March 31, 2023)

$

7,493

2024

11,094

2025

6,657

2026

240

2027

Thereafter

Total

$

25,484

NOTE 7 - OTHER PAYABLES

Composition of other payables, grouped by major classifications, is as follows:

    

March 31, 

    

December 31, 

2023

2022

Employee related compensation

$

43,205

$

64,464

Commissions payable

 

16,525

 

12,159

Accrued expenses

 

9,011

 

10,001

Lease liability

 

9,462

 

8,360

Income tax payable

6,143

Other

 

2,705

 

2,350

Total other payables

$

87,051

$

97,334

NOTE 8 – DEBT

On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), a wholly-owned second tier subsidiary of the Company and its subsidiary (the “Borrower”) entered into a Receivables and Loan Security Agreement (the “Warehouse Facility”) with Viola Credit VI, L.P., Viola Credit Alternative Lending FNX SPV, L.P. (the “Lenders”) and Viola Credit Alternative Lending Management 2018 L.P. (collectively, the “Parties”) for the purpose of external financing of Capital Advance activity. The Company notes that the Lenders are related parties through the Company’s Board of Directors’ chairman’s ownership interest in the Lenders. Refer to Note 17 for further information regarding related party considerations.

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PAYONEER GLOBAL INC.

NOTE 8 – DEBT (continued):

In accordance with the Warehouse Facility agreement, the Lenders will make available to the Company an initial committed amount of $25,000, which may be increased at the request of the Company, and with the consent of the Lenders, in $25,000 increments up to $100,000. The associated borrowings will be secured by the assets of the Borrower, which consist primarily of capital advance receivables as well as a pledge of the equity of the Borrower. The recourse under the Warehouse Facility agreement is limited to Borrower's assets, and no other Payoneer entity guarantees repayment by the Borrower.

The Warehouse Facility agreement stipulates a borrowing base calculated at an advance rate of 80% out of the eligible portfolio outstanding receivables balance and that borrowings under the facility bear interest as follows: greater of 0.25% or LIBOR plus:

9.00% per annum if the commitment amount is $25,000;
7.75% per annum if the commitment amount is $50,000;
7.50% per annum if the commitment amount is $75,000;
7.00% per annum if the commitment amount is $100,000.

On June 8, 2022, the Warehouse Facility agreement was amended to create a condition that the total interest rate, calculated as the sum per above, shall not exceed 10.5% per annum for all outstanding balances.

The revolving period of the facility is 36 months from the closing date and the maturity date is 42 months from the date the Warehouse Facility agreement was entered into.

The Company recorded expenses, included in transaction cost, in the total amount of $421 and $320 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the outstanding associated balance was $17,120 with $152 of accrued expenses included in Other payables. As of December 31, 2022, the outstanding associated balance was $16,138 with $153 of accrued expenses included in Other payables.

The Warehouse Facility agreement includes certain affirmative and negative covenants that must be maintained by the Company and includes certain financial measures such as minimum tangible equity and minimum unrestricted cash at the Company level. As of March 31, 2023 and December 31, 2022, the Company was in compliance with all applicable covenants.

As of March 31, 2023 and December 31, 2022, the fair value of the debt approximates the book value due to the short time span between initiation and balance sheet date with the outstanding balance classified as Level 3 in the fair value leveling hierarchy as the inputs into the valuation are not observable.

NOTE 9 – OTHER LONG-TERM LIABILITIES

Composition of other long-term liabilities, grouped by major classifications, is as follows:

    

March 31, 

    

December 31, 

2023

2022

Reserves for uncertain tax positions

$

23,943

$

21,048

Long-term lease liabilities

 

5,302

 

6,514

Severance pay liabilities

 

2,232

 

2,252

Other

 

17

 

17

Total other long-term liabilities

$

31,494

$

29,831

NOTE 10 – WARRANTS

The Company has publicly traded warrants that are exercisable for shares of the Company’s common stock. Warrants may only be exercised for a whole number of shares at an exercise price of $11.50. These warrants expire on June 25, 2026, or earlier, if redeemed. At March 31, 2023, there were 25,158,086 warrants outstanding with a corresponding liability valued at $26,166. The warrants are considered to be a Level 1 fair value measurement due to the observability of the inputs.

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PAYONEER GLOBAL INC.

NOTE 10 – WARRANTS (continued):

The warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging, and are presented within warrant liabilities on our condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of comprehensive income. The following table presents the changes in the fair value of warrant liabilities (Level 1):

    

Warrant 

Liability

Fair value as of December 31, 2022

$

25,914

Change in fair value

 

252

Fair value as of March 31, 2023

$

26,166

NOTE 11 – COMMITMENTS AND CONTINGENCIES

The Company’s business is subject to various laws and regulations in the United States and other countries from where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business.

On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $2,250 for potential losses related to the inaccessible funds above the recovered amount. The Company applied for and recovered the maximum statutory reimbursement through the deposit insurance provided by Mexican Institute for the Protection of Banking Services (IPAB), totaling $140. The Company has filed a claim in liquidation for the remaining funds; however, the percentage of the deposit that will be recovered in liquidation is not known at this time.

From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of our prices, rules, or policies or that our practices, prices, rules, policies, or customer agreements violate applicable law.

In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue. Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change our business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business.

NOTE 12 – REVENUE

The following table presents revenue recognized from contracts with customers as well as revenue from other sources, which consists of interest income:

Three months ended March 31, 

    

2023

    

2022

Revenue recognized at a point in time

$

131,892

$

125,943

Revenue recognized over time

 

10,064

 

10,156

Revenue from contracts with customers

 

141,956

 

136,099

Revenue from other sources

 

50,058

 

859

Total revenues

$

192,014

$

136,958

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PAYONEER GLOBAL INC.

NOTE 12 – REVENUE (continued):

Based on the information provided to and reviewed by our Chief Operating Decision Maker (“CODM”), we believe that the nature, amount, timing, and uncertainty of our revenue and cash flows and how they are affected by economic factors are most appropriately depicted through our primary regional markets. The following table presents our revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located.

Three months ended

March 31, 

    

2023

    

2022

Primary regional markets

 

  

 

  

Greater China1

$

63,960

$

43,041

Europe2

38,621

28,461

North America3

 

25,536

 

20,276

Asia-Pacific2

25,381

19,019

South Asia, Middle East and North Africa2

19,945

15,412

Latin America2

18,571

10,749

Total revenues

$

192,014

$

136,958

________________________________________

(1)Greater China is inclusive of mainland China, Hong Kong and Taiwan

(2)No single country included in any of these regions generated more than 10% of total revenue

(3)

The United States is our country of domicile. Of North America revenues, the US represents $24,575 and $19,782 during the three months ended March 31, 2023 and 2022, respectively.

NOTE 13 - TRANSACTION COSTS

Composition of transaction costs, grouped by major classifications, is as follows:

    

Three Months Ended

March 31, 

    

2023

    

2022

Bank and processor fees

$

20,119

$

19,916

Network fees

 

4,267

 

3,416

Chargebacks and operational losses

 

1,057

 

501

Card costs

 

468

 

431

Capital advance costs, net of recoveries

1,112

942

Other

 

58

 

369

Total transaction costs

$

27,081

$

25,575

NOTE 14 – STOCK-BASED COMPENSATION

Stock Options and RSUs

The following table summarizes the options to purchase shares of common stock activity under our equity incentive plans for the three months ended March 31, 2023:

Options

Outstanding at December 31, 2022

 

34,923,788

Granted

 

Exercised

 

(2,867,840)

Forfeited

 

(280,153)

Outstanding at March 31, 2023

31,775,795

Exercisable at March 31, 2023

27,715,435

The weighted average exercise price of the options outstanding as of March 31, 2023 was $2.09 per share.

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PAYONEER GLOBAL INC.

NOTE 14 – STOCK-BASED COMPENSATION (continued):

The following table summarizes the RSUs activity under our equity incentive plans as of March 31, 2023:

    

Units

Outstanding December 31, 2022

 

25,853,581

Granted

 

13,549,368

Vested

 

(3,427,974)

Forfeited

 

(800,961)

Outstanding March 31, 2023

 

35,174,014

In the three months ended March 31, 2023, the Company granted 13,549,368 RSUs under the Company’s Omnibus Stock Incentive Plan, which are subject to time-vesting and continued service conditions, and 900,000 of which are subject to time-vesting and continued service conditions as well as stock performance targets.

Employee Stock Purchase Plan

As of March 31, 2023, approximately 6,623,625 shares were reserved for future issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). The fair value attributable to the ESPP was $2,082,528 as of November 15, 2022, the beginning of the current offering period, and was measured using the Monte Carlo model. The current offering period is expected to close May 15, 2023. The expense associated with the ESPP recognized during the quarter ended March 31, 2023 was $1,041,264.

The impact on our results of operations of recording stock-based compensation expense under the Company’s equity incentive plans, including the ESPP, were as follows:

Three Months Ended

    

March 31, 

    

2023

    

2022

Other operating expenses

$

2,799

$

2,937

Research and development expenses

 

3,383

 

2,144

Sales and marketing expenses

 

5,976

 

3,700

General and administrative expenses

 

4,769

 

4,127

Total stock-based compensation

$

16,927

$

12,908

NOTE 15 - INCOME TAXES

The Company had an effective tax rate of 54% for the three months ended March 31, 2023, compared to an effective tax rate of 9% for the three months ended March 31, 2022. For the three months ended March 31, 2023, the difference between the Company’s effective tax rate and the U.S. federal statutory rate of 21% was the result of foreign income taxed at different rates, including the provision for uncertain tax positions, as well as an increase in potential future tax benefits primarily related to share-based compensation and capitalized research and development, where the Company fully provides a valuation allowance with respect to its realization.

For the three months ended March 31, 2022, the difference between the Company’s effective tax rate and the U.S. federal statutory rate of 21% was the result of foreign income taxed at different rates and the provision for a full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits.

NOTE 16 – NET EARNINGS PER SHARE

The Company computes net earnings per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

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PAYONEER GLOBAL INC.

NOTE 16 – NET EARNINGS PER SHARE (continued):

The Company’s basic net earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings per share is the same as basic net earnings per share in periods when the effects of potentially dilutive shares of common shares are anti-dilutive.

Basic and diluted net earnings per share attributable to common stockholders was calculated as follows:

    

Three Months Ended

March 31, 

    

2023

    

2022

 

(In thousands, except share and per share data)

Numerator:

 

  

 

  

Net income

$

7,938

$

20,211

Denominator:

 

  

 

  

Weighted average common shares outstanding —

Basic

360,220,161

342,324,722

Add:

Dilutive impact of RSUs and options to purchase common stock