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Payoneer Global Inc.
Form 10-Q
For the Quarter Ended March 31, 2023
Table of Contents
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: | ||
5 | ||
Condensed consolidated comprehensive statements of income (Unaudited) | 6 | |
Condensed consolidated statements of changes in shareholders’ equity (Unaudited) | 7 | |
8 | ||
Notes to condensed consolidated financial statements (Unaudited) | 10 |
4
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: |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash |
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Customer funds |
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Accounts receivable (net of allowance of $ |
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Capital advance receivables (net of allowance of $ |
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Other current assets |
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Total current assets |
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Non-current assets: |
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Property, equipment and software, net |
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Goodwill |
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Intangible assets, net |
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Restricted cash |
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Deferred taxes |
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Investment in associated company |
| — |
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Severance pay fund |
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Operating lease right-of-use assets |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities and shareholders’ equity: |
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Current liabilities: |
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Trade payables | $ | | $ | | ||
Outstanding operating balances |
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Other payables |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt from related party (refer to Notes 8 and 17 for further information) |
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Warrant liability | | | ||||
Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 11) |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ | | | ||||
Additional paid-in capital |
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Accumulated other comprehensive loss |
| ( |
| ( | ||
Accumulated deficit |
| ( |
| ( | ||
Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
5
PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
| Three months ended |
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March 31, | |||||||
| 2023 |
| 2022 |
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Revenues | $ | | $ | | |||
Transaction costs (Exclusive of depreciation and amortization shown separately below and inclusive of $ |
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Other operating expenses (Exclusive of depreciation and amortization shown separately below) |
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Research and development expenses |
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Sales and marketing expenses |
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General and administrative expenses |
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Depreciation and amortization |
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Total operating expenses |
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Operating income (loss) |
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| ( | |||
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Financial income (expense): |
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Gain (loss) from change in fair value of Warrants | ( | | |||||
Other financial income (expense), net | | ( | |||||
Financial income, net | | | |||||
Income before taxes on income and share in gains of associated company |
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Taxes on income |
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Share in gains of associated company |
| - |
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Net income | $ | | $ | | |||
Other comprehensive income, net of tax | |||||||
Foreign currency translation adjustments | - | | |||||
Other comprehensive income, net of tax | - | | |||||
Comprehensive income | $ | | $ | | |||
Per Share Data |
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Net income per share attributable to common stockholders — Basic earnings per share | $ | | $ | | |||
— Diluted earnings per share | $ | | $ | | |||
Weighted average common shares outstanding — Basic |
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Weighted average common shares outstanding — Diluted |
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The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
6
PAYONEER GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
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| Accumulated |
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Additional | other | ||||||||||||||||
Common Stock | paid-in | comprehensive | Accumulated | ||||||||||||||
| Shares |
| Amount |
| capital |
| income (loss) |
| deficit |
| Total | ||||||
Balance at December 31, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Exercise of options, vested RSUs, and shares granted | | | | — | — | | |||||||||||
Stock-based compensation | — | — | | — | — | | |||||||||||
Net income | — |
| — |
| — |
| — |
| |
| | ||||||
Balance at March 31, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Balance at December 31, 2021 | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Adoption of ASC 326 | — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Exercise of options and vested RSUs | |
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| — |
| — |
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Stock-based compensation | — |
| — |
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| — |
| — |
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Other comprehensive income, net of tax | — | — | — | | — | | |||||||||||
Net income | — |
| — |
| — |
| — |
| |
| | ||||||
Balance at March 31, 2022 | | $ | | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
7
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 |
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Net income | $ | | $ | | ||
Adjustment to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred taxes |
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Stock-based compensation expenses |
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Share in gains of associated company |
| — |
| ( | ||
Loss (gain) from change in fair value of Warrants | | ( | ||||
Foreign currency re-measurement loss (gain) |
| ( |
| | ||
Changes in operating assets and liabilities: |
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| ||||
Other current assets |
| ( |
| ( | ||
Trade payables |
| ( |
| | ||
Deferred revenue |
| |
| ( | ||
Accounts receivable, net |
| |
| ( | ||
Capital advance extended to customers |
| ( |
| ( | ||
Capital advance collected from customers |
| |
| | ||
Other payables |
| ( |
| ( | ||
Other long-term liabilities |
| ( |
| ( | ||
Operating lease right-of-use assets |
| |
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Other assets |
| |
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Net cash provided by operating activities |
| |
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Cash Flows from Investing Activities |
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Purchase of property, equipment and software |
| ( |
| ( | ||
Capitalization of internal use software |
| ( |
| ( | ||
Severance pay fund distributions, net |
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Customer funds in transit, net |
| ( |
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Net cash inflow from acquisition of remaining interest in joint venture (Refer to Note 2(c) for further information) | | — | ||||
Net cash provided by (used in) investing activities |
| ( |
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Cash Flows from Financing Activities |
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Proceeds from issuance of common stock in connection with stock-based compensation plan |
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Outstanding operating balances, net |
| ( |
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Borrowings under related party facility (Refer to Notes 8 and 17 for further information) | | | ||||
Repayments under related party facility (Refer to Notes 8 and 17 for further information) | ( | ( | ||||
Net cash provided by (used in) financing activities |
| ( |
| | ||
Effect of exchange rate changes on cash and cash equivalents |
| |
| ( | ||
Net change in cash, cash equivalents, restricted cash and customer funds |
| ( |
| | ||
Cash, cash equivalents, restricted cash and customer funds at beginning of period |
| |
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Cash, cash equivalents, restricted cash and customer funds at end of period | $ | | $ | | ||
Supplemental information of investing and financing activities not involving cash flows: |
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Property, equipment, and software acquired but not paid | $ | | $ | | ||
Internal use software capitalized but not paid | $ | | $ | | ||
Right of use assets obtained in exchange for new operating lease liabilities | $ | | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
8
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 | $ | | $ | | ||
Current restricted cash | | | ||||
Non-current restricted cash |
| |
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Customer funds(1) |
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Total cash, cash equivalents, restricted cash and customer funds shown in the condensed consolidated statements of cash flows | $ | | $ | |
(1)Excludes $
The accompanying notes are an integral part of the condensed consolidated financial statements (Unaudited).
9
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
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.
10
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 | $ |
Foreign exchange loss on payment1 | ( |
Investment in associated company | |
Total | $ |
Assets acquired | |
Cash and cash equivalents | $ |
Short-term restricted deposits | |
Prepaid assets | |
Tax receivable | |
Intangible assets | |
Total | $ |
Net cash inflow related to acquisition | |
Cash and cash equivalents and restricted deposits acquired | $ |
Cash paid | ( |
Net cash inflow | $ |
________________________________________
(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, $ |
The Company acquired $
The Company also acquired $
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.
11
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 | $ | | $ | | ||
CA extended to customers | | | ||||
Change in revenue receivables | | ( | ||||
CA collected from customers | ( | ( | ||||
Charge-offs, net of recoveries | ( | ( | ||||
Ending CA receivables, gross | $ | | $ | | ||
Allowance for CA losses |
| ( |
| ( | ||
CA receivables, net | $ | | $ | |
The outstanding gross balance at March 31, 2023 consists of the following current and overdue amounts:
1‑30 days |
| 30‑60 |
| 60‑90 | Above 90 | ||||||
Total |
| Current |
| overdue |
| overdue |
| overdue |
| overdue | |
$ | | | | | | |
The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts:
|
| 1‑30 days |
| 30‑60 |
| 60‑90 |
| Above 90 | |||
Total |
| Current |
| overdue |
| overdue |
| overdue |
| overdue | |
$ | |
|
|
|
|
|
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 30‑60 | Due in 60‑90 | Due in more | ||||||||
Total |
| Overdue |
| than 30 days |
| days |
| days |
| than 90 days | |
$ | | | | | | |
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 30‑60 | Due in 60‑90 |
| Due in more | ||||||
Total |
| Overdue |
| than 30 days |
| days |
| days |
| than 90 days | |
$ | |
|
|
|
|
|
As of March 31, 2023, the Company applied a range of loss rates to the CA portfolio of
12
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 | $ | | $ | | ||
Adjustment for adoption of ASC 326 | — | | ||||
Provisions | | | ||||
Recoveries | ( | ( | ||||
Charge-offs | ( | ( | ||||
Ending balance | $ | | $ | |
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 | $ | | $ | | ||
Income receivable |
| |
| | ||
Prepaid income taxes |
| |
| | ||
Other |
| |
| | ||
Total other current assets | $ | | $ | |
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 | $ | | $ | | ||
Leasehold improvements |
| |
| | ||
Furniture and office equipment |
| |
| | ||
Property, equipment and software |
| |
| | ||
Accumulated depreciation |
| ( |
| ( | ||
Property, equipment and software, net | $ | | $ | |
Depreciation expense for the three months ended March 31, 2023 and 2022 was $
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 | $ | |
| — |
| — | $ | |
13
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 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Developed technology |
| |
| ( |
| |
| |
| ( |
| | ||||||
Intangible assets, net | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
Amortization expense for the three months ended March 31, 2023 and 2022 was $
During the three months ended March 31, 2023, the Company recognized impairment of internal use of software in the amount of $
Expected future intangible asset amortization as of March 31, 2023, excluding capitalized internal use software of $
Fiscal years |
|
| |
2023 (Excluding the three months ended March 31, 2023) | $ | | |
2024 | | ||
2025 | | ||
2026 | | ||
2027 | — | ||
Thereafter | — | ||
Total | $ | |
NOTE 7 - OTHER PAYABLES
Composition of other payables, grouped by major classifications, is as follows:
| March 31, |
| December 31, | |||
2023 | 2022 | |||||
Employee related compensation | $ | | $ | | ||
Commissions payable |
| |
| | ||
Accrued expenses |
| |
| | ||
Lease liability |
| |
| | ||
Income tax payable | | — | ||||
Other |
| |
| | ||
Total other payables | $ | | $ | |
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.
14
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 $
The Warehouse Facility agreement stipulates a borrowing base calculated at an advance rate of
● |
● |
● |
● |
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
The revolving period of the facility is
The Company recorded expenses, included in transaction cost, in the total amount of $
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 | $ | | $ | | ||
Long-term lease liabilities |
| |
| | ||
Severance pay liabilities |
| |
| | ||
Other |
| |
| | ||
Total other long-term liabilities | $ | | $ | |
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 $
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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 | $ | | |
Change in fair value |
| | |
Fair value as of March 31, 2023 | $ | |
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 $
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 | $ | | $ | | ||
Revenue recognized over time |
| |
| | ||
Revenue from contracts with customers |
| |
| | ||
Revenue from other sources |
| |
| | ||
Total revenues | $ | | $ | |
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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 | $ | | $ | | ||
Europe2 | | | ||||
North America3 |
| |
| | ||
Asia-Pacific2 | | | ||||
South Asia, Middle East and North Africa2 | | | ||||
Latin America2 | | | ||||
Total revenues | $ | | $ | |
________________________________________
(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 $ |
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 | $ | | $ | | ||
Network fees |
| |
| | ||
Chargebacks and operational losses |
| |
| | ||
Card costs |
| |
| | ||
Capital advance costs, net of recoveries | | | ||||
Other |
| |
| | ||
Total transaction costs | $ | | $ | |
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 |
| |
Granted |
| — |
Exercised |
| ( |
Forfeited |
| ( |
Outstanding at March 31, 2023 | | |
Exercisable at March 31, 2023 | |
The weighted average exercise price of the options outstanding as of March 31, 2023 was $
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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 |
| |
Granted |
| |
Vested |
| ( |
Forfeited |
| ( |
Outstanding March 31, 2023 |
| |
In the three months ended March 31, 2023, the Company granted
Employee Stock Purchase Plan
As of March 31, 2023, approximately
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 | $ | | $ | | ||
Research and development expenses |
| |
| | ||
Sales and marketing expenses |
| |
| | ||
General and administrative expenses |
| |
| | ||
Total stock-based compensation | $ | | $ | |
NOTE 15 - INCOME TAXES
The Company had an effective tax rate of
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
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 | $ | | $ | | ||
Denominator: |
|
|
|
| ||
Weighted average common shares outstanding — | ||||||
Basic | | | ||||
Add: | ||||||
Dilutive impact of RSUs and options to purchase common stock | | | ||||
Dilutive impact of private Warrants | | | ||||
Weighted average common shares – diluted | | | ||||
Net income per share attributable to common stockholders — Basic earnings per share | $ | | $ | | ||
Diluted earnings per share | $ | | $ | |
Public Warrants, RSUs with market conditions, and Earn-Out Shares (as that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.) have been excluded from the computation of diluted net earnings per share for the three month period ended March 31, 2023 as the conditions were not met or they were not in the money as of the end of the reporting period.
NOTE 17 – RELATED PARTY TRANSACTIONS
As indicated in Note 8, the Company entered into a Warehouse Facility agreement with Lenders where a member of the Board of Directors has an interest. The Company has evaluated the relationship and determined that the Warehouse Facility agreement represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility agreement was reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company.
The Company analyzed the terms of the Warehouse Facility agreement and concluded that the terms represent a transaction conducted at arm’s length.
NOTE 18 – SUBSEQUENT EVENTS
On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $
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PAYONEER GLOBAL INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Payoneer democratizes access to financial services, empowering the world’s small and medium sized businesses to transact, do business and grow globally. With a single connection to Payoneer’s global payment and commerce-enabling platform, our customers can manage their global financial operations and transact globally as easily as they do locally, allowing them to participate in the digital economy and enabling growth for enterprises, marketplaces and SMBs worldwide.
Payoneer was founded in 2005 as technology and the internet were transforming commerce and making it possible for anyone, anywhere to build and grow a digital business. From the beginning, we recognized the importance of offering services to both sides of two-sided commerce networks: small and medium businesses who would need help navigating the increasingly complex digital economy, and marketplaces who would need help supporting their increasingly distributed seller-base. Over the past 18 years, we have built a one-of-a-kind platform designed to serve the needs of digital businesses globally, with a focus on emerging markets.
At the core of the Payoneer platform is a robust, secured, regulated global payment infrastructure that simplifies the process for any business to pay and get paid globally as easily as it does locally. On top of this core, we continue to develop a comprehensive suite of products and services, providing sophisticated tools to help our customers grow.
Leveraging the strength of our payment infrastructure and the breadth of our product offerings, Payoneer operates as both a provider of services to enterprises and marketplaces as well as a B2B payment services provider, empowering all of our customers to transact internationally with ease. As a result, we have cultivated a meaningful brand in the global digital commerce ecosystem supporting millions of marketplaces, enterprises, and SMBs across more than 190 countries and territories and 7,000+ unique trade corridors.
We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, make a purchase or to withdraw the funds locally. Our revenue growth is based on (i) growing the volume of transactions processed through the Payoneer platform; and (ii) increasing the monetization rates of Payoneer services. Our efforts to increase the overall monetization rate of Payoneer services includes increasing our focus on acquiring customers in regions with higher rates of monetization, accelerating the growth of payment services with higher rates of monetization like B2B AP/AR, and also introducing new services for customers that generate improved monetization, like our Payoneer Commercial Mastercard. Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information.
Our customers have trusted the Payoneer platform to process $15.7 billion and $14.6 billion in volume during the three months ended March 31, 2023 and 2022, respectively.
Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations, increase new customer growth and make more acquisitions to accelerate our ability to deliver more value to customers around the world.
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PAYONEER GLOBAL INC.
Key Developments and Trends
Impact of the war in Ukraine
During 2022, a geopolitical and armed conflict between Ukraine and Russia, which developed into an ongoing war, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. Payoneer provides services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We have developed and implemented a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. During 2022, we ceased to provide services to customers in Russia and have been reducing our payment services to Belarus customers, while at the same time revenues in Ukraine have remained relatively stable. For the three months ended March 31, 2023, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.
Macroeconomic Conditions
Macroeconomic conditions, such as rising interest rates, inflation, the continued impact of COVID-19, the ongoing war in Ukraine, and disruptions in the banking sector, may affect our results of operations. For example, during 2022, and in response to rising inflation, the U.S. Federal Reserve raised the benchmark interest rate by 425 basis points. This contributed to an increase in interest income earned on our customer balances. U.S. and global inflation rates have remained elevated and the Federal Reserve, as well as other central banks, have continued to raise interest rates. Higher interest rates positively impact our interest income revenues associated with underlying customer accounts. However, a prolonged period of high interest rates is likely to slow economic growth, and business and consumer spend globally which may negatively impact the volumes processed on our platform. There remains a great deal of uncertainty related to the ongoing trajectory of U.S. interest rate policy, the likely impact of monetary tightening globally and the degree to which the global economy could be impacted. In addition, while we have commercial arrangements with multiple banks globally, we have not been materially affected by the recent volatility and uncertainty in the banking sector.
Repurchase Program
On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80 million of our common stock over a period of 24 months. Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Exchange Act. The timing and total amount of repurchases is subject to business and market conditions and the company’s discretion.
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PAYONEER GLOBAL INC.
Results of Operations
The period-to-period comparisons of our results of operations have been prepared using the historical periods in our consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.
Three months ended | |||||||||
March 31, | Increase/ | ||||||||
| 2023 |
| 2022 |
| (Decrease) |
| |||
(in thousands except percentages) | |||||||||
Revenues | $ | 192,014 | $ | 136,958 |
| 40 | % | ||
Transaction costs |
| 27,081 |
| 25,575 |
| 6 | % | ||
Other operating expenses |
| 40,095 |
| 34,759 |
| 15 | % | ||
Research and development expenses |
| 29,280 |
| 25,915 |
| 13 | % | ||
Sales and marketing expenses |
| 47,826 |
| 34,469 |
| 39 | % | ||
General and administrative expenses |
| 26,681 |
| 18,128 |
| 47 | % | ||
Depreciation and amortization |
| 6,039 |
| 4,455 |
| 36 | % | ||
Total operating expenses | 177,002 | 143,301 | 24 | % | |||||
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 |
| (93) | % | ||
Income before taxes on income and share in gains of associated company | 17,110 | 22,158 | (23) | % | |||||
Taxes on income | 9,172 | 1,967 | ** | % | |||||
Share in gains of associated company | — | 20 | ** | % | |||||
Net income | $ | 7,938 | $ | 20,211 |
| (61) | % |
**Not meaningful
Revenues
Revenues were $192.0 million for the three months ended March 31, 2023, an increase of $55.1 million, or 40%, compared to the prior-year period, driven mainly by an increase of $49.2 million in interest income resulting from an increase in customer balances held on our platform as well as rising interest rates. The remaining increase was driven by a combination of growth in the number of customers on our platform, growth in several high value regions, and continued adoption of our high value services.
Transaction costs
Transaction costs were $27.1 million for the three months ended March 31, 2023, an increase of $1.5 million, or 6%, compared to the prior-year period, while volume went up by 8%. Transaction costs grew at a lower rate than volume due to improved commercial terms, internal platform optimizations, and cost structure benefits from increased transaction volumes, partially offset by an increase in transaction costs related to our high value services..
Other operating expenses
Other operating expenses were $40.1 million for the three months ended March 31, 2023, an increase of $5.3 million, or 15%, compared to the prior-year period. The increase was driven by an increase of $3.2 million in third-party contract and consulting expenses, and an increase of $1.1 million in information technology expenses.
Research and development expenses
Research and development expenses were $29.3 million for the three months ended March 31, 2023, an increase of $3.4 million, or 13%, compared to the prior-year period. The increase was driven by an increase of $5.6 million in employee compensation, benefits and other employee-related expenses mainly as a result of an increase in employee headcount in our research and development groups, which was partly decreased by $3.4 million in internal use of software capitalization due to increased investment in developing the platform. In addition, third-party contractor and consultant expenses increased by $0.7 million.
22
PAYONEER GLOBAL INC.
Sales and marketing expenses
Sales and marketing expenses were $47.8 million for the three months ended March 31, 2023, an increase of $13.4 million, or 39%, compared to the prior-year period. The increase was driven by an increase of $6.1 million in employee compensation, benefits and other employee-related expenses, partly as a result of an increase in employee headcount in our sales and marketing groups, an increase of $4.5 million in third-party commissions, an increase of $1.7 million in third-party contractor and consultant expenses, and increased spend of $0.9 million related to marketing programs.
General and administrative expenses
General and administrative expenses were $26.7 million for the three months ended March 31, 2023, an increase of $8.6 million, or 47%, compared to the prior-year period. The increase was driven by an increase of $4.9 million in compensation, benefits and other employee-related expenses mainly as a result of an increase in employee headcount, and an increase of $0.9 million in spend related to legal services.
Depreciation and amortization expenses
Depreciation and amortization was $6.0 million for the three months ended March 31, 2023, an increase of $1.6 million or 36% compared to the prior-year period primarily driven by an increase in amortization of internal use of software as well as an increase in depreciation of property and equipment costs.
Financial income and expense, net
Financial income, net was $2.1 million for the three months ended March 31, 2023, a decrease of $26.4 million, compared to the prior-year period which benefitted from a $31.2 million gain related to the change in fair value of Warrant liabilities which did not recur. This was partially offset by the impact of revaluation of foreign currency balances and bank fees.
Income tax
Income tax expense was $9.2 million for the three months ended March 31, 2023, an increase of $7.2 million compared to the three months ended March 31, 2022. This increase was primarily driven by an increase in the Company’s US federal and state income tax liabilities and the result of taxes associated with our foreign subsidiaries.
Liquidity and Capital Resources
The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Sources of Liquidity
As of March 31, 2023, we had $544.5 million of cash and cash equivalents.
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 multi-party Receivables Loan and Security Agreement (the “Warehouse Facility”) with, inter alia, affiliates of Viola Ventures. The objective was to provide access to external financing for our capital advance activity. See Note 8 and Note 17 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
The Warehouse Facility bears interest at the greater of 0.25% or LIBOR, plus 9% annually and has a revolving maturity of 36 months from the commencement date with a payback period of an additional 6 months after the revolving maturity date. The initial borrowing commitment is $25 million but can be increased subject to the lender’s discretion up to $100 million. Additional commitments will carry interest rates ranging from 7.0% to 7.75%. In addition, pursuant to the Warehouse Facility, PEPI entered into an amendment on June 8, 2022, capping the total interest rate at 10.5% per annum for all outstanding balances.
When the LIBOR rate has either permanently or indefinitely ceased to be provided by the ICE Benchmark Administration or is determined by the Financial Conduct Authority to be no longer representative, an alternative Benchmark Replacement (as defined in the Receivables Loan and Security Agreement) will be selected.
23
PAYONEER GLOBAL INC.
The Warehouse Facility is secured by eligible capital advance receivables at an initial rate of 80% of the total value of the underlying capital advance receivable outstanding. We are subject to financial covenants including minimum tangible equity, solvency and unrestricted cash requirements that are assessed based on our consolidated financial statements.
We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. We may enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing.
Cash Flows
The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods.
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
(in thousands) | ||||||
Net cash provided by operating activities | $ | 3,902 | $ | 2,372 | ||
Net cash provided by (used in) investing activities |
| (57,004) |
| 27,953 | ||
Net cash provided by (used in) financing activities |
| (364,490) |
| 233,611 | ||
Effect of exchange rate changes on cash and cash equivalents |
| 515 |
| (78) | ||
Change in cash, cash equivalents, restricted cash and customer funds | $ | (417,077) | $ | 263,858 |
Operating Activities
Net cash provided by operating activities was $3.9 million for the three months ended March 31, 2023, an increase of $1.5 million compared to $2.4 million for the three months ended March 31, 2022. When adjusted for the non-cash gain related to change in fair value of warrant liabilities that did not recur in the current period, our net income has increased compared to the prior-year period, which contributed to the increase in cash provided by operating activities. This increase was partially offset by higher cash outflows related to trade payables and capital advances.
For the three months ended March 31, 2023, the Company had $7.9 million of net income, which includes non-cash expenses of $16.9 million related to stock-based compensation and $6.0 million related to depreciation and amortization. Net income was also adjusted for changes in current assets and liabilities, including net outflows of $10.1 million related to trade payables, $10.4 million related to other payables, $8.2 million related to other current assets, and $4.9 million related to capital advances. Other miscellaneous net inflows amounted to $6.7 million for the period.
For the three months ended March 31, 2022, the Company had $20.2 million of net income, which includes primary non-cash expenses of $13.1 million related to stock-based compensation and $4.5 million related to depreciation and amortization, and non-cash gains of $31.2 million related to change in fair value of Warrants. Net income was also adjusted for changes in current assets and liabilities, including a net outflow of $10.8 million related to other payables and net inflow of $8.7 million related to capital advances. Other miscellaneous net outflows amounted to $2.1 million for the period.
Investing Activities
Net cash used in investing activities was $57.0 million for the three months ended March 31, 2023, a change of $85.0 million compared to net cash provided by investing activities of $28.0 million for the three months ended March 31, 2022.
This change was predominantly related to an increase of $88.0 million in the balance of customer funds in transit in the current year compared to the previous year, as well as an increase of $3.8 million in capitalization of internal use software, offset by a cash inflow of $6.0 million related to the acquisition of the remaining interest in a joint venture as described in Note 2(c) to our unaudited condensed consolidated financial statements included elsewhere on this Quarterly Report on Form 10-Q.
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PAYONEER GLOBAL INC.
Financing Activities
Net cash used in financing activities was $364.5 million for the three months ended March 31, 2023, a change of $598.1 million compared to net cash provided by financing activities of $233.6 million for the three months ended March 31, 2022. This is predominantly driven by changes in our outstanding operating balances of $600.6 million during the current period as compared to the prior-year period.
Key Metrics and Non-GAAP Financial Measures
Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:
Volume
Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once, with certain limited exceptions where both received and sent payments are counted. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
(in millions) | ||||||
Volume | $ | 15,735 | $ | 14,620 |
Volume grew 8% for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, respectively, driven by a combination of growth in digital commerce, ongoing recovery in travel volumes, and continued customer acquisition.
Revenue
We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. In addition, the Company generates revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize on volumes. Our revenues can be impacted by the following:
(i) | Mix in customer size, products, and services; |
(ii) | Mix between domestic and cross-border transactions; |
(iii) | Geographic region or country in which a transaction occurs; and |
(iv) | Pricing and other market conditions including interest rates. |
Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity into the platform, expanding our overall scale and the reach of our business.
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PAYONEER GLOBAL INC.
Adjusted EBITDA
In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
(in thousands) | ||||||
Net income | $ | 7,938 | $ | 20,211 | ||
Depreciation and amortization |
| 6,039 |
| 4,455 | ||
Taxes on income |
| 9,172 |
| 1,967 | ||
Other financial income (expense), net |
| (2,350) |
| 2,695 | ||
EBITDA |
| 20,799 |
| 29,328 | ||
Stock based compensation expenses(1) |
| 16,927 |
| 12,908 | ||
Share in gain of associated company |
| — |
| (20) | ||
M&A related expense (income)(2) |
| 774 |
| (619) | ||
Loss (gain) from change in fair value of Warrants(3) |
| 252 |
| (31,196) | ||
Adjusted EBITDA | $ | 38,752 | $ | 10,401 |
(1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.
(2) Amounts for the three months ended March 31, 2023 relate to M&A-related third-party fees, including related legal, consulting and other expenditures. Amounts for the three months ended March 31, 2022 relate to a non-recurring fair value adjustment of a liability related to our 2020 acquisition of optile.
(3) Changes in the estimated fair value of the warrants are recognized as gain or loss on the condensed consolidated statements of comprehensive income. The impact is removed from EBITDA as it represents market conditions that are not in control of the Company.
Critical Accounting Policies and Estimates
For more information, see “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed with the SEC on February 28, 2023.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statement included elsewhere in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.
26
PAYONEER GLOBAL INC.
Interest Rate Sensitivity
Our cash and cash equivalents as well as customer funds as of March 31, 2023, were held in cash deposits and money market funds. The fair value of our cash and cash equivalents as well as customer funds would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of a majority of these instruments. However, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
Any future borrowings incurred under our Warehouse Facility would accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence (as described above), not to exceed 10.5% per annum for all outstanding balances.
Foreign Currency Risk
While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies of the countries in which our operations are located as well as currencies in which our customer funds are held and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Japanese Yen, Vietnamese Dong, Chinese Yuan, Australian Dollar, Canadian Dollar, New Zealand Dollar, Thai Baht, New Israeli Shekel, United Arab Emirates Dirham, Philippine Peso, Turkish Lira, Indian Rupee, and Hong Kong Dollar. A hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results.
In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process. Our ability to generate such revenues is partially dependent on external factors such as market conditions as applicable regulations and our ability to negotiate with third party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
27
PAYONEER GLOBAL INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we are a party to various litigation matters incidental to the conduct of our business. Refer to Note 11 (Commitment and Contingencies) to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
For more information on risks related to litigation, see the section titled “Risk Factors — General Risks Related to Payoneer — From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations” in our Annual Report on Form 10-K, filed with the SEC on February 28, 2023.
ITEM 1A. RISK FACTORS
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 28, 2023. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A total of 59,257 shares of our common stock were issued during the three months ended March 31, 2023 pursuant to an employment agreement supplement with a certain senior employee in connection with the optile acquisition consummated in 2020. The issuance of the securities described in this paragraph was made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act. Such shares were issued pursuant to the terms of the above agreement supplement, and we did not receive any proceeds from the issuance.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
28
PAYONEER GLOBAL INC.
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. |
| Description of Exhibit |
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | Israeli Sub-Plan to the Payoneer 2021 Employee Stock Purchase Plan.* | |
31.1 |
| |
31.2 |
| |
32.1 |
| |
32.2 |
| |
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Furnished herewith. |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission. |
29
PAYONEER GLOBAL INC.
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.
PAYONEER GLOBAL INC. | ||
(Registrant) | ||
By: | /s/ John Caplan | |
John Caplan | ||
Chief Executive Officer | ||
(Principle Executive Officer) | ||
By: | /s/ Bea Ordonez | |
Bea Ordonez | ||
Chief Financial Officer | ||
(Principle Financial Officer) | ||
Date: May 9th, 2023 |
30
Exhibit 10.6
PAYONEER GLOBAL INC.
2021 EMPLOYEE STOCK PURCHASE PLAN
ISRAELI SUB-PLAN
This Israeli Sub-Plan (the “IL Sub-Plan”) to the 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) of Payoneer Global Inc. a Delaware corporation (the “Company”) shall apply only to Persons who are, as the date of grant, employed or engaged by an Israeli Employer and who are or are deemed to be, residents of the State of Israel for Israeli tax purposes.
2. | DEFINITIONS. |
1
4.8With regards to 102 Trustee Awards, the provisions of the Plan and/or the IL Sub-Plan and/or the Subscription Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and any tax ruling received in connection with the Plan and this IL Sub-Plan, and any approval or guidelines issued by the ITA, and the said provisions, tax rulings, approval, guidance and permit shall be deemed an integral part of the Plan and of this IL Sub-Plan and of the Subscription Agreement . Any provision of Section 102 and/or the said permit and/or tax ruling and/or guidelines issued by the ITA which is necessary in order to receive and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the Plan or this IL Sub-Plan or the Subscription Agreement, shall be considered binding upon the Company, the Employer and the Participant. The Participant may be required to execute any and all documents which the Company (or the Participant’s Employer) or the Trustee may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102.
4.9Solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, if on the date of grant the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the date of grant of the 102 Capital Gain Track Award, the fair market value of the Shares at the date of grant shall be determined in accordance with the average value of the Company’s shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.
****
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13A-14 AND 15D-14(A) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, John Caplan, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Payoneer Global Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 9, 2023
|
| By: | /s/ John Caplan |
| | Name: | John Caplan |
| | Title: | Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13A-14 AND 15D-14(A) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Bea Ordonez, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Payoneer Global Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 9, 2023
|
| By: | /s/ Bea Ordonez |
| | Name: | Bea Ordonez |
| | Title: | Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Payoneer Global Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Caplan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 9, 2023
|
| By: | /s/ John Caplan | |
| | Name: | John Caplan | |
| | Title: | Chief Executive Officer | |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Payoneer Global Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bea Ordonez, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 9, 2023
|
| By: | /s/ Bea Ordonez |
| | Name: | Bea Ordonez |
| | Title: | Chief Financial Officer |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, net of allowance | $ 246 | $ 246 |
Capital advance receivables, net of allowance | $ 5,415 | $ 5,311 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 380,000,000 | 380,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,800,000,000 | 3,800,000,000 |
Common stock, shares issued | 359,202,123 | 352,842,025 |
Common stock, shares outstanding | 359,202,123 | 352,842,025 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | ||
Interest expense and fees associated with related party transaction | $ 421 | $ 320 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED) - USD ($) $ in Thousands |
Common Stock |
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Accumulated deficit
Adjustment for adoption of ASC 326
|
Accumulated deficit |
Adjustment for adoption of ASC 326 |
Total |
---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2021 | $ 3,404 | $ 575,470 | $ 2,253 | $ (2,505) | $ (94,054) | $ (2,505) | $ 487,073 |
Beginning balance (in shares) at Dec. 31, 2021 | 340,384,157 | ||||||
Exercise of options, vested RSUs, and shares granted | $ 22 | 3,659 | 3,681 | ||||
Exercise of options, vested RSUs, and shares granted (in shares) | 2,212,210 | ||||||
Stock-based compensation | 13,114 | 13,114 | |||||
Other comprehensive income, net of tax | 390 | 390 | |||||
Net income | 20,211 | 20,211 | |||||
Ending balance at Mar. 31, 2022 | $ 3,426 | 592,243 | 2,643 | (76,348) | 521,964 | ||
Ending balance (in shares) at Mar. 31, 2022 | 342,596,367 | ||||||
Beginning balance at Dec. 31, 2022 | $ 3,528 | 650,433 | (176) | (108,529) | 545,256 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 352,842,025 | ||||||
Exercise of options, vested RSUs, and shares granted | $ 64 | 6,188 | 6,252 | ||||
Exercise of options, vested RSUs, and shares granted (in shares) | 6,360,098 | ||||||
Stock-based compensation | 17,400 | 17,400 | |||||
Net income | 7,938 | 7,938 | |||||
Ending balance at Mar. 31, 2023 | $ 3,592 | $ 674,021 | $ (176) | $ (100,591) | $ 576,846 | ||
Ending balance (in shares) at Mar. 31, 2023 | 359,202,123 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Mar. 31, 2022 |
---|---|---|
Reconciliation of cash, cash equivalents, restricted cash and customer funds | ||
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 | 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 |
Customer funds in transit | $ 56,549 | $ 2,451 |
GENERAL OVERVIEW |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
GENERAL OVERVIEW | |
GENERAL OVERVIEW | 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. |
SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | 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. 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.
________________________________________
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. |
CAPITAL ADVANCE ("CA") RECEIVABLES |
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CAPITAL ADVANCE ("CA") RECEIVABLE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CAPITAL ADVANCE ("CA") RECEIVABLE | 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:
The outstanding gross balance at March 31, 2023 consists of the following current and overdue amounts:
The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts:
The following are current and overdue balances from above that are segregated into the timing of expected collections at March 31, 2023:
The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022:
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%. NOTE 3 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued): Below is a rollforward for the allowance for CA losses (“ALCAL”):
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OTHER CURRENT ASSETS |
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OTHER CURRENT ASSETS | NOTE 4 - OTHER CURRENT ASSETS Composition of other current assets, grouped by major classifications, is as follows:
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PROPERTY, EQUIPMENT AND SOFTWARE |
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PROPERTY, EQUIPMENT AND SOFTWARE | NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE Composition of property, equipment and software, grouped by major classifications, is as follows:
Depreciation expense for the three months ended March 31, 2023 and 2022 was $2,112 and $1,916, respectively. |
GOODWILL AND INTANGIBLE ASSETS |
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GOODWILL AND INTANGIBLE ASSETS | 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:
NOTE 6 – GOODWILL AND INTANGIBLE ASSETS (continued): Intangible assets, net Composition of intangible assets, grouped by major classifications, is as follows:
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:
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OTHER PAYABLES |
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OTHER PAYABLES | NOTE 7 - OTHER PAYABLES Composition of other payables, grouped by major classifications, is as follows:
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DEBT |
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DEBT | |||||||||||||
DEBT | 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. 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:
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. |
OTHER LONG-TERM LIABILITIES |
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OTHER LONG-TERM LIABILITIES | NOTE 9 – OTHER LONG-TERM LIABILITIES Composition of other long-term liabilities, grouped by major classifications, is as follows:
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WARRANTS |
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WARRANTS | 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. 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):
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COMMITMENTS AND CONTINGENCIES |
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Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 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. |
REVENUE |
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REVENUE | 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:
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.
________________________________________ (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
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TRANSACTION COSTS |
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TRANSACTION COSTS | NOTE 13 - TRANSACTION COSTS Composition of transaction costs, grouped by major classifications, is as follows:
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STOCK-BASED COMPENSATION |
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STOCK-BASED COMPENSATION | 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:
The weighted average exercise price of the options outstanding as of March 31, 2023 was $2.09 per share. NOTE 14 – STOCK-BASED COMPENSATION (continued): The following table summarizes the RSUs activity under our equity incentive plans as of March 31, 2023:
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:
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INCOME TAXES |
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Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 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. |
NET EARNINGS PER SHARE |
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NET EARNINGS PER SHARE | 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. 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:
Public Warrants, RSUs with market conditions, and Earn-Out Shares (as that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.) have been excluded from the computation of diluted net earnings per share for the three month period ended March 31, 2023 as the conditions were not met or they were not in the money as of the end of the reporting period. |
RELATED PARTY TRANSACTIONS |
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Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS As indicated in Note 8, the Company entered into a Warehouse Facility agreement with Lenders where a member of the Board of Directors has an interest. The Company has evaluated the relationship and determined that the Warehouse Facility agreement represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility agreement was reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company. The Company analyzed the terms of the Warehouse Facility agreement and concluded that the terms represent a transaction conducted at arm’s length. |
SUBSEQUENT EVENTS |
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Mar. 31, 2023 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80 million of our common stock over a period of 24 months. Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Exchange Act. The timing and total amount of repurchases is subject to business and market conditions and the company’s discretion.
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SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Principles of consolidation, basis of presentation and accounting principles: | 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. |
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Use of estimates in the preparation of financial statements: | 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. |
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Investment in associated company: | 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. 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.
________________________________________
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. |
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Functional currency and translation: | 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. |
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Recently issued accounting pronouncements: | 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. |
SIGNIFICANT ACCOUNTING POLICIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||||||||||||||||||||
Summary of the Company's basis in acquired assets |
________________________________________
|
CAPITAL ADVANCE ("CA") RECEIVABLE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CAPITAL ADVANCE ("CA") RECEIVABLE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of purchased and collected principal amounts associated with Capital Advance (CA) receivables | During the three months ended March 31, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CAs:
|
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Schedule of current and overdue amounts of CAs | The outstanding gross balance at March 31, 2023 consists of the following current and overdue amounts:
The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts:
|
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Schedule of current and overdue balances CAs that are segregated into the timing of expected collections | The following are current and overdue balances from above that are segregated into the timing of expected collections at March 31, 2023:
The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022:
|
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Schedule of rollforward for the allowance for CA losses ("ALCAL") | Below is a rollforward for the allowance for CA losses (“ALCAL”):
|
OTHER CURRENT ASSETS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER CURRENT ASSETS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of composition of other current assets | Composition of other current assets, grouped by major classifications, is as follows:
|
PROPERTY, EQUIPMENT AND SOFTWARE (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of composition of property, equipment and software, grouped by major classifications | Composition of property, equipment and software, grouped by major classifications, is as follows:
|
GOODWILL AND INTANGIBLE ASSETS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill balances and adjustments to those balances |
|
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Schedule of composition of intangible assets, grouped by major classifications |
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Schedule of expected future intangible asset amortization |
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OTHER PAYABLES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER PAYABLES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of composition of other payables, grouped by major classifications |
|
OTHER LONG-TERM LIABILITIES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER LONG-TERM LIABILITIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of composition of other long-term liabilities, grouped by major classifications |
|
WARRANTS (Tables) |
3 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||
WARRANTS. | |||||||||||||||||||||||||
Schedule of changes in fair value of warrant liabilities |
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REVENUE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of revenue recognized from contracts with customers as well as revenue from other sources | The following table presents revenue recognized from contracts with customers as well as revenue from other sources, which consists of interest income:
|
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Schedule of revenue disaggregated by primary geographical market |
________________________________________ (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
|
TRANSACTION COSTS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRANSACTION COSTS. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of composition of transaction costs, grouped by major classifications |
|
STOCK-BASED COMPENSATION (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of options to purchase shares of common stock activity under our equity incentive plans |
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Schedule of RSUs activity | NOTE 14 – STOCK-BASED COMPENSATION (continued): The following table summarizes the RSUs activity under our equity incentive plans as of March 31, 2023:
|
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Schedule of stock-based compensation expense |
|
NET EARNINGS PER SHARE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET EARNINGS PER SHARE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of basic and diluted net earnings per share attributable to common stockholders |
|
SIGNIFICANT ACCOUNT POLICIES - Investment in associated company (Details) - USD ($) $ in Thousands |
1 Months Ended | |
---|---|---|
Jan. 31, 2023 |
Jul. 31, 2019 |
|
Sharon Information Technology Shanghai and Shenzhen BaoLiJie, Ltc. | ||
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 | |
Sharon Information Technology Shanghai and Shenzhen BaoLiJie, Ltc. | ||
Consideration paid | ||
Cash | 7,961 | |
Foreign exchange loss on payment | (100) | |
Investment in associated company | 6,429 | |
Total | $ 14,290 | |
Peoples Republic of China ("PRC") [Member] | ||
Asset Acquisition [Line Items] | ||
Percentage of share in the Joint Venture | 46.00% | |
Initial funds contributed for establishment of joint venture | $ 6,501 |
SIGNIFICANT ACCOUNT POLICIES - Cash flows related to investment in associated company (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended |
---|---|---|
Jan. 31, 2023 |
Mar. 31, 2023 |
|
Net cash inflow related to acquisition | ||
Net cash inflow | $ 5,953 | |
Local partner | ||
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 |
CAPITAL ADVANCE ("CA") RECEIVABLES (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
CAPITAL ADVANCE ("CA") RECEIVABLE | |||
CA receivable, gross, beginning balance | $ 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) | |
CA receivable, gross, ending balance | 47,488 | 46,925 | |
Allowance for CA losses | (5,415) | (4,405) | $ (5,311) |
CA receivable, net, ending balance | $ 42,073 | $ 42,520 |
CAPITAL ADVANCE ("CA") RECEIVABLES - current and overdue amounts (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|---|---|
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 47,488 | $ 42,466 | $ 46,925 | $ 56,101 |
Current | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 44,506 | 39,945 | ||
1-30 days overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 1,030 | 986 | ||
30-60 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 684 | 380 | ||
60-90 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 250 | 104 | ||
Above 90 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 1,018 | $ 1,051 |
CAPITAL ADVANCE ("CA") RECEIVABLES - Timing of expected collections (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|---|---|
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 47,488 | $ 42,466 | $ 46,925 | $ 56,101 |
Overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 2,982 | 2,521 | ||
Due in less than 30 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 8,409 | 7,354 | ||
Due in 30-60 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 8,591 | 12,553 | ||
Due in 60-90 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 15,390 | 14,427 | ||
Due in more than 90 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 12,116 | $ 5,611 |
CAPITAL ADVANCE ("CA") RECEIVABLES - Allowance for CA losses (ALCAL) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
ALCAL balance, beginning | $ 5,311 | $ 2,426 |
Provision for ALCAL | 1,261 | 1,812 |
Recoveries for ALCAL | (526) | (1,237) |
CA receivables charged off | (631) | (1,101) |
ALCAL balance, ending | $ 5,415 | 4,405 |
Adjustment for adoption of ASC 326 | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
ALCAL balance, beginning | $ 2,505 | |
Minimum | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Percentage of loss rate to the allowance for CA losses | 1.59% | 1.59% |
Maximum | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Percentage of loss rate to the allowance for CA losses | 1.86% | 1.86% |
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
OTHER CURRENT ASSETS | ||
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 |
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
Property, Plant and Equipment [Line Items] | |||
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 | 2,112 | $ 1,916 | |
Computers, software and peripheral equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 36,178 | 34,328 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | 9,814 | 9,741 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software | $ 4,530 | $ 4,418 |
GOODWILL AND INTANGIBLE ASSETS, NET (Details) $ in Thousands |
Mar. 31, 2023
USD ($)
|
---|---|
Goodwill [Roll Forward] | |
Beginning balance | $ 19,889 |
Ending balance | $ 19,889 |
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible assets, net (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 97,670 | $ 89,560 | |
Accumulated amortization | (47,605) | (44,116) | |
Intangible assets net | 50,065 | 45,444 | |
Amortization expense | 3,602 | $ 2,539 | |
Impairment of intangible assets | $ 0 | ||
Internal use software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 83,305 | 75,195 | |
Accumulated amortization | (41,415) | (38,607) | |
Intangible assets net | 41,890 | 36,588 | |
Impairment of intangible assets | 32 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 14,365 | 14,365 | |
Accumulated amortization | (6,190) | (5,509) | |
Intangible assets net | 8,175 | $ 8,856 | |
Acquired intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 293 |
GOODWILL AND INTANGIBLE ASSETS - Future intangible asset (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets net | $ 50,065 | $ 45,444 |
Capitalized internal use software not yet placed in service | 24,581 | |
Excluding capitalized internal use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 (Excluding the three months ended March, 31, 2023) | 7,493 | |
2024 | 11,094 | |
2025 | 6,657 | |
2026 | 240 | |
Intangible assets net | $ 25,484 |
OTHER PAYABLES (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
OTHER PAYABLES | ||
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 | $ 87,051 | $ 97,334 |
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
OTHER LONG-TERM LIABILITIES | ||
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 |
WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands |
Mar. 31, 2023
USD ($)
$ / shares
shares
|
---|---|
WARRANTS. | |
Exercise price of warrants | $ / shares | $ 11.50 |
Warrants outstanding | shares | 25,158,086 |
Warrants outstanding amount | $ | $ 26,166 |
WARRANTS - Changes in fair value of warrant liabilities (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
WARRANTS. | ||
Fair value at beginning of period | $ 25,914 | |
Change in fair value of Warrants | 252 | $ (31,196) |
Fair value at end of period | $ 26,166 |
COMMITMENTS AND CONTINGENCIES (Details) - CNBV and Bank of Mexico $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2023
USD ($)
| |
Loss Contingencies [Line Items] | |
Maximum amount of exposure | $ 2,250 |
Deposit insurance provided by IPAB | $ 140 |
REVENUE - Revenue Recognized From Contracts With Customers (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 141,956 | $ 136,099 |
Revenue from other sources | 50,058 | 859 |
Total revenues | 192,014 | 136,958 |
Revenue recognized at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 131,892 | 125,943 |
Revenue recognized over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 10,064 | $ 10,156 |
REVENUE - Primary Geographical Market (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 192,014 | $ 136,958 |
Greater China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 63,960 | 43,041 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 38,621 | 28,461 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,536 | 20,276 |
Asia-Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,381 | 19,019 |
South Asia, Middle East and North Africa | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 19,945 | 15,412 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 18,571 | 10,749 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 24,575 | $ 19,782 |
TRANSACTION COSTS (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
TRANSACTION COSTS. | ||
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 |
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock options |
3 Months Ended |
---|---|
Mar. 31, 2023
$ / shares
shares
| |
Options to purchase shares of common stock activity | |
Outstanding at beginning of period | 34,923,788 |
Exercised | (2,867,840) |
Forfeited | (280,153) |
Outstanding at end of period | 31,775,795 |
Exercisable at end of period | 27,715,435 |
Weighted average exercise price | $ / shares | $ 2.09 |
STOCK-BASED COMPENSATION - Summary of RSU activity (Details) |
3 Months Ended |
---|---|
Mar. 31, 2023
shares
| |
Restricted stock units | |
RSUs Units | |
Outstanding at beginning of period | 25,853,581 |
Granted | 13,549,368 |
Vested | (3,427,974) |
Forfeited | (800,961) |
Outstanding at end of period | 35,174,014 |
Restricted stock units subject to continued service conditions and market conditions | |
RSUs Units | |
Granted | 900,000 |
STOCK BASED COMPENSATION - Employee Stock Purchase Plan (Details) - ESPP |
3 Months Ended |
---|---|
Mar. 31, 2023
USD ($)
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares were reserved for future issuance | shares | 6,623,625 |
Fair value attributable to ESPP | $ 2,082,528 |
ESPP expense recognized | $ 1,041,264 |
STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 16,927 | $ 12,908 |
Other operating expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 2,799 | 2,937 |
Research and development expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 3,383 | 2,144 |
Sales and marketing expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 5,976 | 3,700 |
General and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 4,769 | $ 4,127 |
INCOME TAXES (Details) |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
INCOME TAXES | ||
Effective income tax rate | 54.00% | 9.00% |
U.S. federal statutory rate | 21.00% | 21.00% |
NET EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Numerator: | ||
Net income | $ 7,938 | $ 20,211 |
Denominator: | ||
Weighted average common shares outstanding - Basic | 360,220,161 | 342,324,722 |
Dilutive impact of RSUs and options to purchase common stock | 27,332,566 | 22,968,556 |
Dilutive impact of warrants | 755,552 | 698,896 |
Weighted average common shares outstanding - Diluted | 388,308,279 | 365,992,174 |
Net income per share attributable to common stockholders - Basic earnings per share | $ 0.02 | $ 0.06 |
Diluted earnings per share | $ 0.02 | $ 0.06 |
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Stock repurchase program $ in Millions |
May 07, 2023
USD ($)
|
---|---|
Subsequent Event [Line Items] | |
Term of stock repurchase program | 24 months |
Maximum | |
Subsequent Event [Line Items] | |
Amount authorized for stock repurchase program | $ 80 |
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