Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | MoneyLion Inc. | |
Trading Symbol | ML | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 226,177,708 | |
Amendment Flag | false | |
Entity Central Index Key | 0001807846 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39346 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0849243 | |
Entity Address, Address Line One | 30 West 21st Street | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | (212) | |
Local Phone Number | 380-1735 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash, including amounts held by variable interest entities (VIEs) of $2,539 and $390 | $ 295,645 | $ 19,406 | |
Restricted cash | 3,357 | 1,521 | |
Receivables | 129,281 | 68,794 | |
Allowance for losses on receivables | (16,791) | (9,127) | |
Receivables, net, including amounts held by VIEs of $99,306 and $52,264 | 112,490 | 59,667 | |
Property and equipment, net | 588 | 502 | |
Intangible assets, net | 8,041 | 9,275 | |
Goodwill | 21,565 | 21,565 | |
Due from related party | 5 | ||
Other assets | 26,913 | 11,702 | |
Total assets | 468,599 | 123,643 | |
Liabilities: | |||
Secured loans | 43,626 | 24,395 | |
Accounts payable and accrued liabilities | 46,134 | 20,968 | |
Subordinated convertible notes, at fair value | 14,000 | ||
Related party loan | 5,000 | ||
Warrant liability | 22,916 | 24,667 | |
Other debt | 3,207 | ||
Total liabilities | 112,676 | 92,237 | |
Commitments and contingencies (Note 17) | |||
Redeemable convertible preferred stock (Series A-1, A-2, A-3, B, B-2, C, C-1), $0.0001 par value; 0 and 7,471,198 shares authorized, 0 and 7,085,923 issued and outstanding at September 30, 2021 and December 31, 2020; aggregate liquidation preference of $0 and $288,183 at September 30, 2021 and December 31, 2020 | [1] | 288,183 | |
Redeemable noncontrolling interests | 123,549 | 71,852 | |
Stockholders’ deficit: | |||
Class A Common Stock, $0.0001 par value; 2,000,000,000 and 0 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 226,177,708 and 0 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 23 | ||
Additional paid-in capital | 671,906 | ||
Accumulated deficit | (429,855) | (327,629) | |
Treasury stock, 970,000 and 44,924 shares at September 30, 2021 and December 31, 2020 at cost | (9,700) | (1,000) | |
Total stockholders’ deficit | 232,374 | (328,629) | |
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ deficit | $ 468,599 | $ 123,643 | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business combination,” for details. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Variable interest (in Dollars) | $ 2,539 | $ 390 |
Variable interest (in Dollars) | $ 99,306 | $ 52,264 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 7,471,198 |
Redeemable convertible preferred stock, shares issued | 0 | 7,085,923 |
Redeemable convertible preferred stock, outstanding | 0 | 7,085,923 |
Aggregate liquidation preference (in Dollars) | $ 0 | $ 288,183 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | |
Treasury stock, shares | 970,000 | 44,924 |
Class A Common Stock | ||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 0 |
Common stock, shares issued | 226,177,708 | 0 |
Common stock, shares outstanding | 226,177,708 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Net interest income on finance receivables | $ 2,293 | $ 1,654 | $ 5,716 | $ 3,617 | |
Membership subscription revenue | 8,347 | 8,435 | 23,709 | 22,778 | |
Affiliates income | 3,175 | 518 | 6,444 | 1,368 | |
Fee income | 30,402 | 12,471 | 79,659 | 28,924 | |
Other income | 3 | 39 | 21 | 174 | |
Total Revenues, net | 44,220 | 23,117 | 115,549 | 56,861 | |
Marketing | 13,531 | 2,921 | 27,060 | 7,404 | |
Provision for loss on receivables | 15,238 | 10,456 | 36,644 | 14,587 | |
Other direct costs | 1,828 | 1,183 | 6,983 | 3,137 | |
Interest expense | 1,627 | 865 | 4,947 | 2,316 | |
Personnel expenses | 15,483 | 4,672 | 30,736 | 15,704 | |
Underwriting expenses | 2,158 | 1,137 | 5,702 | 4,553 | |
Information technology expenses | 1,195 | 1,725 | 5,009 | 5,089 | |
Bank and payment processor fees | 6,770 | 3,697 | 18,526 | 8,987 | |
Change in fair value of warrant liability | (6,551) | (228) | 42,239 | (228) | |
Change in fair value of subordinated convertible notes | 49,561 | ||||
Professional fees | 4,678 | 1,879 | 12,715 | 4,516 | |
Depreciation and amortization expense | 486 | 286 | 1,502 | 811 | |
Occupancy expense | (46) | 314 | 719 | 913 | |
Gain on foreign currency translation | (135) | (43) | (178) | (155) | |
Other operating (income) expenses | 8,242 | (257) | 6,221 | 393 | |
Total operating expenses | 64,504 | 28,607 | 248,386 | 68,027 | |
Net loss before income taxes | (20,284) | (5,490) | (132,837) | (11,166) | |
Income tax (benefit) expense | (1) | 41 | (13) | ||
Net loss | (20,283) | (5,490) | (132,878) | (11,153) | |
Net income attributable to redeemable noncontrolling interests | (3,520) | (1,967) | (9,364) | (6,480) | |
Reversal of previously accrued / (accrued) dividends on redeemable convertible preferred stock | 52,466 | (4,387) | 42,728 | (12,817) | |
Net loss attributable to common shareholders | $ 28,663 | $ (11,844) | $ (99,514) | $ (30,450) | |
Net loss per share, basic and diluted (in Dollars per share) | [1] | $ 0.46 | $ (0.26) | $ (1.87) | $ (0.67) |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | [1] | 62,314,396 | 44,857,889 | 53,119,751 | 45,253,509 |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business combination,” for details. Because the Company had a net loss in the three months and nine months ended September 30, 2021 and 2020, the Company’s potentially dilutive securities, which include stock options, restricted stock, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for these periods is the same. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | Redeemable Convertible Preferred Stock | Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total | ||
Balances at Dec. 31, 2019 | $ 231,020 | $ 73,977 | $ (262,208) | $ (1,000) | $ (263,208) | ||||
Balances (in Shares) at Dec. 31, 2019 | 103,598,936 | [1] | 44,198,935 | ||||||
Stock-based compensation | 1,082 | 1,082 | |||||||
Exercise of stock options and warrants | 84 | 84 | |||||||
Exercise of stock options and warrants (in Shares) | 1,569,800 | ||||||||
Issuance of Series C-1 redeemable convertible preferred stock | $ 12,025 | ||||||||
Issuance of Series C-1 redeemable convertible preferred stock (in Shares) | [1] | 3,811,908 | |||||||
Accrued dividends on redeemable convertible preferred stock | $ 12,817 | (1,166) | (11,651) | (12,817) | |||||
Contributions from redeemable noncontrolling interests | 300 | ||||||||
Redemptions by redeemable noncontrolling interests | (12,844) | ||||||||
Distributions to redeemable noncontrolling interests | (2,989) | ||||||||
Net income (loss) | 6,480 | (17,633) | (17,633) | ||||||
Balances at Sep. 30, 2020 | $ 255,862 | 64,924 | (291,492) | (1,000) | (292,492) | ||||
Balances at September 30, 2020 (in Shares) at Sep. 30, 2020 | 107,410,844 | [1] | 45,768,735 | ||||||
Balances at Jun. 30, 2020 | $ 251,475 | 68,288 | (280,116) | (1,000) | (281,116) | ||||
Balances (in Shares) at Jun. 30, 2020 | 107,410,844 | [1] | 44,888,391 | ||||||
Stock-based compensation | 410 | 410 | |||||||
Exercise of stock options and warrants | 58 | 58 | |||||||
Exercise of stock options and warrants (in Shares) | 880,344 | ||||||||
Accrued dividends on redeemable convertible preferred stock | 4,387 | (468) | (3,919) | (4,387) | |||||
Contributions by redeemable noncontrolling interests | 50 | ||||||||
Redemptions by redeemable noncontrolling interests | (4,473) | ||||||||
Distributions to redeemable noncontrolling interests | (907) | ||||||||
Net income (loss) | 1,966 | (7,457) | (7,457) | ||||||
Balances at Sep. 30, 2020 | $ 255,862 | 64,924 | (291,492) | (1,000) | (292,492) | ||||
Balances at September 30, 2020 (in Shares) at Sep. 30, 2020 | 107,410,844 | [1] | 45,768,735 | ||||||
Balances at Dec. 31, 2020 | $ 288,183 | 71,852 | $ 5 | (327,629) | (1,000) | (328,624) | |||
Balances (in Shares) at Dec. 31, 2020 | 116,264,374 | [1] | 47,870,720 | ||||||
Stock-based compensation | 2,425 | 2,425 | |||||||
Exercise of stock options and warrants | 251 | $ 251 | |||||||
Exercise of stock options and warrants (in Shares) | 788,673 | 2,062,803 | |||||||
Accrued dividends on redeemable convertible preferred stock | $ 14,292 | (2,606) | (11,686) | $ (14,292) | |||||
Preferred stock conversion | $ (302,475) | $ 12 | 250,761 | 51,702 | 302,475 | ||||
Preferred stock conversion (in Shares) | (116,264,374) | [1] | 116,264,374 | ||||||
Reverse capitalization on September 22, 2021 | $ 6 | 433,816 | 1,000 | 434,822 | |||||
Reverse capitalization on September 22, 2021 (in Shares) | 62,223,940 | ||||||||
Redemption of common stock | (9,700) | (9,700) | |||||||
Redemption of common stock (in Shares) | (970,000) | ||||||||
Redemption of stock options | (12,741) | (12,741) | |||||||
Contributions from redeemable noncontrolling interests | 53,000 | ||||||||
Redemptions by redeemable noncontrolling interests | (3,556) | ||||||||
Distributions to redeemable noncontrolling interests | (7,111) | ||||||||
Net income (loss) | 9,364 | (142,242) | (142,242) | ||||||
Balances at Sep. 30, 2021 | 123,549 | $ 23 | 671,906 | (429,855) | (9,700) | 232,374 | |||
Balances at September 30, 2020 (in Shares) at Sep. 30, 2021 | [1] | 226,177,708 | |||||||
Balances at Jun. 30, 2021 | $ 298,010 | 101,157 | $ 5 | (453,805) | (1,000) | (454,800) | |||
Balances (in Shares) at Jun. 30, 2021 | 116,264,374 | [1] | 48,658,573 | ||||||
Stock-based compensation | 586 | 586 | |||||||
Exercise of stock options and warrants (in Shares) | 820 | ||||||||
Accrued dividends on redeemable convertible preferred stock | $ 4,465 | (516) | (3,949) | (4,465) | |||||
Preferred stock conversion | $ (302,475) | $ 12 | 250,761 | 51,702 | 302,475 | ||||
Preferred stock conversion (in Shares) | (116,264,374) | [1] | 116,264,374 | ||||||
Reverse capitalization on September 22, 2021 | $ 6 | 433,816 | 1,000 | 434,822 | |||||
Reverse capitalization on September 22, 2021 (in Shares) | 62,223,940 | ||||||||
Redemption of common stock | (9,700) | (9,700) | |||||||
Redemption of common stock (in Shares) | (970,000) | ||||||||
Redemption of stock options | (12,741) | (12,741) | |||||||
Contributions from redeemable noncontrolling interests | 22,000 | ||||||||
Redemptions by redeemable noncontrolling interests | (500) | ||||||||
Distributions to redeemable noncontrolling interests | (2,628) | ||||||||
Net income (loss) | 3,520 | (23,803) | (23,803) | ||||||
Balances at Sep. 30, 2021 | $ 123,549 | $ 23 | $ 671,906 | $ (429,855) | $ (9,700) | $ 232,374 | |||
Balances at September 30, 2020 (in Shares) at Sep. 30, 2021 | [1] | 226,177,708 | |||||||
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business combination,” for details. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (132,878) | $ (11,153) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Provision for losses on receivables | 36,644 | 14,587 |
Depreciation and amortization expense | 1,502 | 811 |
Change in deferred fees and costs, net | 2,847 | 553 |
Change in fair value of warrants | 42,239 | (228) |
Change in fair value of subordinated convertible notes | 49,561 | |
Gain on loan forgiveness | (3,207) | |
Gains on foreign currency translation | (178) | (155) |
Stock compensation expense | 2,425 | 1,082 |
Changes in assets and liabilities, net of effects of business combination: | ||
Accrued interest receivable | 481 | 12 |
Other assets | (15,206) | (4,217) |
Accounts payable and accrued liabilities | 13,708 | 110 |
Net cash provided by (used in) operating activities | (2,062) | 1,402 |
Cash flows from investing activities: | ||
Net originations and collections on finance receivables | (90,861) | (22,476) |
Purchase of property and equipment | (354) | (1,029) |
Net cash used in investing activities | (91,215) | (23,505) |
Cash flows from financing activities: | ||
Repayments to secured/senior lenders | (556) | (18,333) |
Repayment of related party loan | (5,000) | |
Proceeds from issuance of related party loan | 5,000 | |
Proceeds from issuance of subordinated convertible notes | 36,750 | |
Borrowings from secured lenders | 20,000 | 16,697 |
Payment of deferred financing costs | (2,147) | (675) |
Redemption of founder’s common stock | (9,700) | |
Payment of redeemed stock options | (10,651) | |
Proceeds from issuance of common stock related to exercise of stock options | 265 | 84 |
Proceeds from reverse capitalization, net of transaction costs | 301,062 | |
Issuance of Series C-1 preferred stock | 12,025 | |
Contributions from redeemable noncontrolling interests | 53,000 | 300 |
Redemptions by redeemable noncontrolling interests | (4,556) | (13,050) |
Distributions to noncontrolling interests | (7,115) | (2,989) |
Net cash provided by financing activities | 371,352 | (941) |
Net change in cash and restricted cash | 278,075 | (23,044) |
Cash and restricted cash, beginning of year | 20,927 | 45,813 |
Cash and restricted cash, end of year | 299,002 | 22,769 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,878 | 2,460 |
Accrued redemptions by redeemable noncontrolling interests | 500 | 1,450 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of preferred stock to common stock | 302,475 | |
Issuance of common stock related to convertible debt | 100,311 | |
Issuance of common stock related to warrants exercised | 73,456 | |
Acquisition of public and private warrants | $ 29,466 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Description of Business and Basis of Presentation [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION On September 22, 2021, MoneyLion Inc., formerly known as Fusion Acquisition Corp. (prior to the Effective Time, “Fusion” and after the Effective Time, “MoneyLion” or the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of February 11, 2021 and amended on June 28, 2021 and September 4, 2021 (the “Merger Agreement”), by and among Fusion, ML Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fusion (“Merger Sub”), and MoneyLion Technologies Inc., formerly known as MoneyLion Inc. (prior to the Effective Time, “MoneyLion” or the “Company”, and after the Effective Time, “Legacy MoneyLion”), a Delaware corporation. Pursuant to the terms of the Merger Agreement, immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Closing”), each of the following transactions occurred in the following order: (i) Merger Sub merged with and into Legacy MoneyLion, with Legacy MoneyLion surviving the merger as a wholly owned subsidiary of Fusion (the “Merger”); (ii) Legacy MoneyLion changed its name to “MoneyLion Technologies Inc.”; and (iii) Fusion changed its name to “MoneyLion Inc.” As previously announced, on February 11, 2021, concurrently with the execution of the Merger Agreement, Fusion entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, Fusion agreed to issue and sell in private placements an aggregate of 25,000,000 shares (“PIPE Shares”) of Fusion Class A common stock, par value $0.0001 per share (“MoneyLion Common Stock”, also referred to herein as “MoneyLion Class A Common Stock”), to the PIPE Investors for $10.00 per share, for an aggregate commitment amount of $250,000,000 (the “PIPE Financing”). Pursuant to the Subscription Agreements, Fusion gave certain re-sale registration rights to the PIPE Investors with respect to the PIPE Shares. The PIPE Financing was consummated substantially concurrently with the Closing. MoneyLion was founded in 2013, and the Company’s headquarters is located in New York, New York. The Company operates a personal finance platform (the “Platform”) that provides a mobile app that is designed to help users simplify their personal financial management and improve their financial health, giving users access to credit, investment, banking, and other financial services and provide them with a single place to track spending, savings, and credit. The Platform is based upon analytical models that power recommendations which are designed to help users achieve their financial goals ranging from building savings, improving credit health, and managing unexpected expenses. Investment management services are provided by ML Wealth LLC, a wholly owned subsidiary of the Company, which is a Securities and Exchange Commission (“SEC”) registered investment advisor. Basis of Presentation consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. The consolidated financial statements include the accounts of MoneyLion Inc. and its wholly owned subsidiaries and consolidated VIEs for which the Company is the primary beneficiary. Receivables originated on the Company’s platform are currently financed through Invest in America Credit Fund 1 LLC (“IIA”). IIA is organized as a Delaware limited liability company and is treated as a partnership for United States income tax purposes. IIA’s membership interests are issued in separately designated series, with each series consisting of Class A Units and Class B Units. IIA investors own all non-voting Class B Units of the applicable series they invest in, which entitles them to a targeted, non-guaranteed, preferred return of typically 12% per year. ML Capital III LLC (“ML Capital III”), an indirect wholly owned MoneyLion subsidiary, is the managing member of IIA and owns the Class A Units of each series, which entitles ML Capital III to returns that exceed the targeted preferred return on the Class B Units (if any). IIA uses proceeds from the sale of Class B Units to investors to purchase borrower payment dependent promissory notes from Invest in America Notes I SPV LLC (“IIA Notes SPV I”) and Invest in America Notes SPV IV LLC (“IIA Notes SPV IV”) (collectively “IIA Notes SPVs”). The collateral consists of a portfolio of underlying MoneyLion loans and advance receivables. Investors in Class B Units fund their investment into IIA at the time of subscription, which proceeds are used to finance receivables originated on MoneyLion’s platform. Generally, an IIA investor may request redemption of all or a portion of their capital account, after a 120-day notice period, and in increments of $100,000, five days after the expiration of the applicable lock-up period, unless otherwise agreed between investors in a particular series and the Company. Unless a redemption request is made, both the IIA investor’s capital contribution and their related Class B returns will be automatically reinvested in new notes. ML Capital III, as the managing member of IIA, has the contractual right to suspend redemptions in certain circumstances and without prior notice to the IIA investors. However, the IIA investors’ right to redemption may not be entirely within the control of the Company and therefore the IIA investors’ share of the IIA is presented on the Company’s consolidated balance sheet as temporary equity at the redemption value. Redemptions were $3,556 and $12,844 for the nine months ended September 30, 2021 and 2020, respectively, of which $500 and $1,450 were unpaid as of September 30, 2021 and 2020, respectively. Distributions, if any, to IIA investors will be made at the discretion of the Company or, if agreed between the Company and a particular IIA investor or series, in accordance with the applicable subscription agreements. The Company has identified IIA, IIA Notes SPV I and IIA Notes SPV IV as variable interest entities (“VIEs”) due to the fact that the Class A Units are entitled to residual income/loss in IIA. The Company has identified itself as the primary beneficiary of these VIEs because it directs the activities of the VIEs that most significantly impact the VIEs’ economic performance. As the primary beneficiary of the VIEs, the Company has consolidated the balances of the VIEs into these financial statements. The IIA Class B Units are reflected in the Company’s consolidated financial statements as redeemable noncontrolling interests totaling $123,549 and $71,852 as of September 30, 2021 and December 31, 2020, respectively. All intercompany transactions and balances have been eliminated in consolidation. The Company does not have any items of other comprehensive income (loss), therefore, there is no difference between net loss and comprehensive loss for the nine months ended September 30, 2021 and 2020. Unaudited Interim Financial Information During the nine months ended September 30, 2021, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statement as of and for the year ended December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates— Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables related to loans, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables related to advances in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on membership and fees receivables is established to provide probable losses incurred in the Company’s membership and fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Warrant Liability For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. Recently Adopted Accounting Pronouncements— In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In June 2018, the FASB issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Accordingly, the Company has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Company has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance. Recently Issued Accounting Pronouncements Not Yet Adopted— In February 2016, the FASB Issued ASU 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitating of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On September 21, 2021, Fusion held a Special Meeting (the “Special Meeting”) at which the Fusion stockholders considered and adopted, among other matters, the Merger Agreement and the transactions contemplated therein (the “Transactions”). On September 22, 2021, the parties to the Merger Agreement consummated the Transactions. Immediately prior to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the Merger (the “Effective Time”), all issued and outstanding shares of Legacy MoneyLion preferred stock (the “Legacy MoneyLion Preferred Stock”) converted into shares of Legacy MoneyLion common stock (the “Legacy MoneyLion Common Stock”), par value $0.0001 per share (the “Conversion”), in accordance with Legacy MoneyLion’s amended and restated certificate of incorporation. At the Effective Time: ● all outstanding warrants to purchase shares of Legacy MoneyLion Preferred Stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated; ● 11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of MoneyLion Common Stock; ● 2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of MoneyLion Common Stock, of which 18,861,298 options are vested and 19,871,378 options are unvested; and ● each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of MoneyLion Common Stock (the “Earnout Shares”) with respect to each share of MoneyLion Common Stock or option exercisable for shares of MoneyLion Common Stock, contingent upon MoneyLion Common Stock reaching certain price milestones. In connection with the Closing, holders of 25,887,987 shares of Fusion’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a pro rata portion of the proceeds from Fusion’s initial public offering held in the Trust Account (as defined in the Proxy Statement/Prospectus) plus interest, calculated as of two business days prior to the consummation of the business combination, or approximately $10.00 per share and approximately $258,896 in the aggregate (the “Redemptions”). The consummation of the Transactions resulted in approximately $301,062 in cash proceeds to MoneyLion, net of transaction expenses. Following the Redemptions and the issuance of PIPE Shares in connection with the PIPE Financing, 42,862,013 public shares remained outstanding (consisting of 25,000,000 shares held by PIPE Investors, 8,750,000 shares held by the Sponsor and 9,112,013 shares held by Fusion public stockholders). Upon consummation of the Transactions: ● each outstanding share of Fusion Class B common stock automatically converted into one share of MoneyLion Common Stock; and ● outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of MoneyLion Common Stock. As of the Closing Date and following the completion of the sale of 25,000,000 shares of MoneyLion Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: ● 227,147,708 shares of MoneyLion Common Stock; ● 38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of MoneyLion Common Stock were vested and options to purchase 19,871,378 shares of MoneyLion Common stock were unvested; and ● 17,500,000 public warrants, each exercisable for one share of MoneyLion Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of MoneyLion Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the Exchange Ratio of approximately 16.4078 per share of MoneyLion Class A Common Stock (the “Exchange Ratio”). The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, Legacy MoneyLion is treated as the “acquirer” for financial reporting purposes. As such, Legacy MoneyLion is deemed the accounting predecessor of the combined business, and MoneyLion, as the parent company of the combined business, is the successor SEC registrant, meaning that Legacy MoneyLion’s financial statements for previous periods will be disclosed in the registrant’s periodic reports filed with the SEC from here forward. The Business Combination will have a significant impact on the MoneyLion’s future reported financial position and results as a consequence of the reverse recapitalization. The most significant change in MoneyLion’s future reported financial position and results is an estimated net increase in cash (as compared to the MoneyLion’s consolidated balance sheet at December 31, 2020) of approximately $301,062. This included approximately $250,000 in proceeds from the PIPE Financing that was consummated substantially simultaneously with the Business Combination, offset by additional transaction costs incurred in connection with the Business Combination. The transaction costs for the Business Combination were approximately $56,638, of which $13,150 represents deferred underwriter fees related to Fusion’s initial public offering. As of September 30, 2021, $11,136 in transaction costs remained unpaid. The transaction closed on September 22, 2021, and on the following day the Company’s Class A Common Stock and Public Warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “ML” and “ML WS”, respectively, for trading in the public market. |
Receivables
Receivables | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
RECEIVABLES | 4. RECEIVABLES The Company’s finance receivables consist of secured personal loans, unsecured personal loans, and principal amounts of Instacash advances. Accrued interest receivables represent the interest accrued on the finance receivables based upon the daily principal amount outstanding. Fees receivables represent the amounts due to the Company for tips and instant transfer fees related to the Instacash advance product. Membership receivables represent the amounts billed to customers for membership subscription services. The credit quality and future repayment of finance receivables is dependent upon the customer’s ability to perform under the terms of the agreement. Factors such as unemployment rates and housing values, among others, may impact the customer’s ability to perform under the loan or advance terms. When assessing provision for losses on finance receivables, the Company takes into account the composition of the outstanding finance receivables, charge-off rates to date and the forecasted principal loss rates. Please see the tables below for the finance receivable activity, charge-off rates and aging by product for the nine months ended September 30, 2021 and 2020. The Company has experienced significant growth in Instacash, a shorter-term advance product with lower charge-off rates than loans. As Instacash has become a larger component of finance receivable activity, the overall charge-off rate has decreased significantly. Receivables consisted of the following: September 30, December 31, 2021 2020 Finance receivables $ 116,028 $ 62,758 Fees receivable 7,338 2,913 Membership receivables 3,283 1,885 Deferred loan origination costs 1,528 615 Accrued interest receivable 1,104 623 Receivables, before allowance for loan losses $ 129,281 $ 68,794 Finance receivables consisted of the following: September 30, December 31, Loan receivables $ 69,571 $ 43,870 Instacash receivables 46,457 18,888 Finance receivables, before allowance for loan losses $ 116,028 $ 62,758 Loans receivables consisted of the following: September 30, December 31, Unsecured personal loan receivables $ - $ 66 Secured personal loan receivables 69,571 43,804 Loan receivables $ 69,571 $ 43,870 Changes in the allowance for loan losses on receivables were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 14,701 $ 5,259 $ 9,127 $ 6,613 Provision for loss on receivables 15,238 10,456 36,644 14,587 Receivables charged off (20,979 ) (13,308 ) (51,819 ) (30,517 ) Recoveries 7,831 6,263 22,839 17,987 Ending balance $ 16,791 $ 8,670 $ 16,791 $ 8,670 Changes in allowance for losses on finance receivables were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 14,223 $ 5,259 $ 9,127 $ 6,613 Provision for loss on receivables 12,542 6,622 30,877 9,242 Finance receivables charged off (17,851 ) (8,346 ) (44,996 ) (22,836 ) Recoveries 7,261 5,135 21,167 15,651 Ending balance $ 16,175 $ 8,670 $ 16,175 $ 8,670 Changes in allowance for losses on membership receivables were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 197 $ - $ - $ - Provision for loss on receivables 1,025 3,355 2,204 4,713 Membership receivables charged off (1,089 ) (4,320 ) (2,576 ) (6,791 ) Recoveries 137 965 642 2,078 Ending balance $ 270 $ - $ 270 $ - Changes in allowance for losses on fees receivable were as follows: Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 281 $ - $ - $ - Provision for loss on receivables 1,671 479 3,563 632 Fees receivable charged off (2,039 ) (642 ) (4,247 ) (890 ) Recoveries 433 163 1,030 258 Ending balance $ 346 $ - $ 346 $ - As of September 30, 2021, the following is an assessment of the credit quality of finance receivables and presents the contractual delinquency of the finance receivable portfolio: September 30, 2021 Amount Percent Current $ 102,091 88.0 % Delinquency: 31 to 60 days 9,522 8.2 % 61 to 90 days 4,415 3.8 % Total delinquency 13,937 12.0 % Finance receivables before allowance for loan losses $ 116,028 100.0 % As of December 31, 2020, the following is an assessment of the credit quality of finance receivables and presents the contractual delinquency of the finance receivable portfolio: December 31, 2020 Amount Percent Current $ 54,247 86.4 % Delinquency: 31 to 60 days 6,148 9.8 % 61 to 90 days 2,363 3.8 % Total delinquency 8,511 13.6 % Finance receivables before allowance for loan losses $ 62,758 100.0 % As of September 30, 2021, the following is an assessment of the credit quality of loans and presents the contractual delinquency of the finance receivable loans portfolio: September 30, 2021 Amount Percent Current $ 59,573 85.6 % Delinquency: 31 to 60 days 5,583 8.0 % 61 to 90 days 4,415 6.4 % Total delinquency 9,998 14.4 % Loan receivables before allowance for loan losses $ 69,571 100.0 % As of December 31, 2020, the following is an assessment of the credit quality of loans and presents the contractual delinquency of the finance receivable loan portfolio: December 31, 2020 Amount Percent Current $ 38,133 86.9 % Delinquency: 31 to 60 days 3,374 7.7 % 61 to 90 days 2,363 5.4 % Total delinquency 5,737 13.1 % Loan receivables before allowance for loan losses $ 43,870 100.0 % As of September 30, 2021, the following is an assessment of the credit quality of Instacash and presents the contractual delinquency of the finance receivable Instacash portfolio: September 30, 2021 Amount Percent Current $ 42,518 91.5 % Delinquency: 31 to 60 days 3,939 8.5 % 61 to 90 days - 0.0 % Total delinquency 3,939 8.5 % Instacash receivables before allowance for loan losses $ 46,457 100.0 % As of December 31, 2020, the following is an assessment of the credit quality of Instacash and presents the contractual delinquency of the finance receivable Instacash portfolio: December 31, 2020 Amount Percent Current $ 16,114 85.3 % Delinquency: 31 to 60 days 2,774 14.7 % 61 to 90 days - 0.0 % Total delinquency 2,774 14.7 % Instacash receivables before allowance for loan losses $ 18,888 100.0 % As of September 30, 2021, the following is an assessment of the credit quality of membership receivables and presents the contractual delinquency of the membership receivable portfolio: September 30, 2021 Amount Percent Current $ 2,398 73.0 % Delinquency: 31 to 60 days 461 14.0 % 61 to 90 days 424 13.0 % Total delinquency 885 27.0 % Membership receivables before allowance for loan losses $ 3,283 100.0 % As of December 31, 2020, the following table shows the aging of the membership receivable balance: December 31, 2020 Amount Percent Current $ 1586 84.1 % Delinquency: 31 to 60 days 168 9.0 % 61 to 90 days 131 6.9 % Total delinquency 299 15.9 % Membership receivables before allowance for loan losses $ 1,885 100.0 % As of September 30, 2021, the following is an assessment of the credit quality of fees receivable and presents the contractual delinquency of the fees receivable portfolio: September 30, 2021 Amount Percent Current $ 7,025 95.7 % Delinquency: 31 to 60 days 285 3.9 % 61 to 90 days 28 0.4 % Total delinquency 313 4.3 % Fees receivable before allowance for loan losses $ 7,338 100.0 % As of December 31, 2020, the following is an assessment of the credit quality of fees receivable and presents the contractual delinquency of the fees receivable portfolio: December 31, 2020 Amount Percent Current $ 2,435 83.6 % Delinquency: 31 to 60 days 478 16.4 % 61 to 90 days - 0.0 % Total delinquency 478 16.4 % Fees receivables before allowance for loan losses $ 2,913 100.0 % |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: September 30, December 31, 2021 2020 Leasehold improvements $ 464 $ 464 Furniture and fixtures 448 448 Computers and equipment 1,058 796 1,970 1,708 Less: accumulated depreciation (1,382 ) (1,206 ) Furniture and equipment, net $ 588 $ 502 Total depreciation expense related to property and equipment was $199 and $249 for the nine months ended September 30, 2021 and 2020, respectively, and $76 and $74 for the three months ended September 30, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Intangible assets consisted of the following: September 30, December 31, 2021 2020 Capitalized internal-use software $ 5,444 $ 5,374 Proprietary technology 6,130 6,130 Work in process 1,481 1,481 Less: accumulated amortization (5,014 ) (3,710 ) Intangible assets, net $ 8,041 $ 9,275 For the nine months ended September 30, 2021 and 2020, total amortization expense was $1,304 and $562, respectively. For the three months ended September 30, 2021 and 2020, total amortization expense was $410 and $212, respectively. The following table summarizes estimated future amortization expense of intangible assets placed in service at September 30, 2021 for the years ending: 2021 $ 454 2022 1,347 2023 1,012 2024 876 2025 876 Thereafter 1,995 $ 6,560 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other assets consisted of the following: September 30, December 31, 2021 2020 Receivable from payment processor - Debit card collections $ 11,679 $ 5,600 Receivable from payment processor - Other 1,363 1,936 Prepaid expenses 10,107 1,591 Other 3,764 2,575 Total other assets $ 26,913 $ 11,702 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 8. VARIABLE INTEREST ENTITIES As of September 30, 2021 and December 31, 2020, the following table summarizes the VIEs’ assets included in MoneyLion Inc.’s consolidated financial statements, after intercompany eliminations: September 30, December 31, 2021 2020 Assets: Cash $ 2,539 $ 390 Finance receivable 114,811 60,845 Allowance for losses on finance receivable (15,505 ) (8,581 ) Finance receivables, net 99,306 52,264 Total assets $ 101,845 $ 52,654 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following: September 30, December 31, 2021 2020 Accounts payable and accrued expenses $ 37,770 $ 20,365 Accrued personnel expenses 737 541 Interest payable 197 62 Accrued other 7,430 - Total accounts payable and accrued liabilities $ 46,134 $ 20,968 As of September 30, 2021, accounts payable and accrued expenses included approximately $11,136 related to transaction costs incurred but not yet paid, and accrued other included $7,430 related to MoneyLion’s D&O insurance. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT Second Lien Loan Subordinated Convertible Notes In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. Upon maturity or certain events, the Subordinated Convertible Notes could have been converted into preferred shares at conversion prices as defined in the Subordinated Convertible Notes. In July 2021, the Subordinated Convertible Note agreements were amended to extend the maturity date to September 30, 2021. On September 22, 2021, the Business Combination was completed and the convertible notes were converted into a total of 10,068,133 shares of MoneyLion Class A Common Stock. Prior to the conversion, the carrying value of the convertible notes was $100,311. Other Debt — In August 2016, the Company entered into a $50,000 credit and security agreement (the “2016 Credit Agreement”) with a lender for the funding of finance receivables. The 2016 Credit Agreement allowed for increases in the maximum borrowings under the agreement up to $500,000, bore interest at a rate as defined in the 2016 Credit Agreement and matures in February 2023. The 2016 Credit Agreement also required the Company to adhere to certain financial covenants along with certain other financial reporting requirements. The Company did not meet certain of these covenant requirements as of December 31, 2019, for which it received a waiver from the lender. The 2016 Credit Agreement was terminated upon the Closing of the Business Combination by mutual agreement of the Company and the lender; there was no outstanding balance under the 2016 Credit Agreement at the time of termination. In April 2020, the Company borrowed $3,207 from a bank under the SBA’s Paycheck Protection Program introduced as part of the U.S. Government’s COVID-19 relief efforts (the “PPP Loan”). In June 2021, the SBA approved the Company’s application for forgiveness with respect to the entire outstanding balance of the PPP Loan of $3,207 which resulted in a gain which is included as a component of other operating (income) expenses in the condensed consolidated statements of operations during the nine months ended September 30, 2021. In September 2021, ROAR 1 SPV Finance LLC, an indirect wholly owned subsidiary of the Company (the “ROAR 1 SPV Borrower”), entered into a $100,000 credit agreement (the “ROAR 1 SPV Credit Facility”) with a lender for the funding of finance receivables, which secure the ROAR 1 SPV Credit Facility. The ROAR 1 SPV Credit Facility allows for increases in maximum borrowings under the agreement of up to $200,000, bears interest at a rate of 12.5% and matures in March 2025, unless it is extended to March 2026. Under the terms of the ROAR 1 SPV Credit Facility, the ROAR 1 SPV Borrower is subject to certain covenants. As of September 30, 2021, there was no outstanding principal balance. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES The Company is currently performing an analysis to determine whether the future utilization of net operating loss and credit carryforwards will be restricted under IRC sections 382 and 383 due to ownership changes that occurred over time and also related to the Business Combination. Once the analysis is complete, any limitation that is triggered by the ownership changes would result in an adjustment to the valuation allowance on deferred tax assets. The Company is currently performing an analysis to determine whether a portion of the transaction costs paid by Fusion or MoneyLion related to the Business Combination can be deducted for tax purposes. Once the analysis is complete, transaction costs that are deductible for tax purposes (if any) will be reflected as a deferred tax asset and there will be a corresponding increase to the valuation allowance on deferred tax assets. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock [Abstract] | |
COMMON STOCK | 12. COMMON STOCK Following the Closing of the Business Combination on September 22, 2021, 970,000 shares of MoneyLion Common Stock were redeemed for $9,700. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Redeemable Convertible Preferred Stock [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 13. REDEEMABLE CONVERTIBLE PREFERRED STOCK Each share of Legacy MoneyLion’s redeemable convertible preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and non-assessable shares of common stock as could be determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. Pursuant to the Merger Agreement, all outstanding shares of Legacy MoneyLion’s redeemable convertible preferred stock automatically converted into 116,264,374 shares of MoneyLion Class A Common Stock after giving effect to the Exchange Ratio upon the closing of the Business Combination. See Note 3, “Business Combination” for additional information on the Business Combination. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 14. STOCK OPTIONS 2014 Stock Option Plan Prior to the Business Combination, MoneyLion’s Amended and Restated 2014 Stock Option Plan (the “2014 Plan”) allowed the Company to provide benefits in the form of stock options. The Company had designated a total of 2,492,060 shares of common stock to the 2014 Plan. Upon the Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under such plan. 2021 Stock Option Plan At the Special Meeting, Fusion stockholders approved the Omnibus Incentive Plan (the “2021 Plan”). As of Closing, each Legacy MoneyLion Option that was outstanding and unexercised as of immediately prior to the Effective Time automatically converted into the right to receive an option to acquire a number of shares of MoneyLion Class A Common equal to the number of shares of Legacy MoneyLion Common Stock subject to such MoneyLion Option as of immediately prior to the effective time, multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of such Legacy MoneyLion Option in effect immediately prior to the effective time, divided by the Exchange Ratio (rounded up to the nearest whole cent). The intent behind the terms in the Merger Agreement related to the exchange of the Legacy MoneyLion stock options is to provide the holders with awards of equal value to the original awards. Accordingly, the impact of the conversion is such that the number of shares issuable under the modified awards and the related exercise prices are adjusted using the Exchange Ratio with all other terms remaining unchanged. The conversion ratio adjustment is without substance (akin to a stock split), and therefore, the effect of the change in the number of shares and the exercise price and share value are equal and offsetting to one another. As a result, the fair value of the modified awards was equal to the fair value of the awards immediately before the modification and, therefore, there was no incremental compensation expense that should be recognized. There were no changes to the vesting period within the plan. The 2021 Plan permits the Company to deliver up to 56,697,934 shares of MoneyLion Common Stock pursuant to awards issued under the 2021 Plan, including 17,712,158 shares of MoneyLion Common Stock and up to 38,985,776 shares of MoneyLion Common Stock subject to outstanding prior awards. The number of shares of MoneyLion Common Stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning on January 1, 2022, by the lesser of (i) 2% of the total number of outstanding shares of MoneyLion Common Stock on December 31st of the immediately preceding calendar year and (ii) such smaller number of shares of MoneyLion Common Stock as determined by the MoneyLion Board. The weighted average grant date fair value of options granted under the 2021 Plan during the nine months ended September 30, 2021 and 2020 was $1.50 and $0.34, respectively. These prices were determined using the Black-Scholes Merton option pricing model, which analyzes volatility, lack of marketability, and comparable companies, among other factors in determining the fair value of each share granted. Assumptions used for the options granted during the nine months ended September 30, 2021 and 2020 are as follows: Nine Months Ended 2021 2020 Expected Volatility 65 % 65 % Expected Dividend - - Expected Term in Years 6.08 6.08 Expected Forfeitures - % - % Risk Free Interest Rate 0.59%-0.67 % 0.34%-1.47 % Stock-based compensation of $2,425 and $1,082 was recognized during the nine months ended September 30, 2021 and 2020, respectively. The following table represents activity within the 2021 Plan since December 31, 2020: Weighted Number Weighted Average Contractual Aggregate Intrinsic of Shares Price Per Share Term Value Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 226,548 Options granted 6,524,723 2.57 Options exercised (2,062,803 ) 0.34 $ (13,268 ) Options forfeited (539,915 ) 0.93 Options expired (1,752,896 ) 0.20 Options outstanding at September 30, 2021 37,622,625 $ 0.80 7.9 Years $ 224,759 Exercisable at September 30, 2021 17,764,012 0.36 7.0 Years $ 113,938 Unvested at September 30, 2021 19,858,613 $ 1.19 |
Stock Warrants
Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Stock Warrants [Abstract] | |
STOCK WARRANTS | 15. STOCK WARRANTS Public Warrants and Private Placement Warrants As a result of the Business Combination, MoneyLion acquired from Fusion, as of September 22, 2021, Public Warrants outstanding to purchase an aggregate of 17,500,000 shares of the Company’s Class A Common Stock and Private Placement Warrants outstanding to purchase an aggregate of 8,100,000 shares of the Company’s Class A Common Stock. Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, at any time commencing on 12 months from closing of Fusion’s initial public offering. Redemption of Warrants for Cash Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the MoneyLion Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of MoneyLion Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Except as described above, if holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing the product of the number of shares of Class A Common Stock underlying the warrants multiplied by the excess of the “historical fair market value” (defined below) less the exercise price of the warrants, by the historical fair market value (a “Make-Whole Exercise”). For these purposes, the “historical fair market value” shall mean the average last reported sale price of the Class A Common Stock of MoneyLion. Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. At the time of the Merger, the Public Warrants assumed by the Company were recorded at fair value within additional paid-in capital in the amount of $23,275. As of September 30, 2021, the aggregate value of the Private Placement Warrants was $22,916, representing warrants outstanding to purchase 8,100,000 shares of MoneyLion Common Stock. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants payable on the unaudited condensed consolidated balance sheet. 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 warrants payable in the unaudited condensed consolidated statement of operations. The Private Placement Warrants are measured at fair value on a recurring basis. The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: September 30, 2021 Strike price $ 11.50 Expected Volatility 65 % Expected Dividend - Expected Term in Years 4.98 Risk Free Interest Rate 0.98 % Warrant Value Per Share $ 2.83 The following table presents the changes in the fair value of the warrants: September 30, Public and Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,467 Mark-to-market adjustment $ (6,551 ) Warrants payable balance, September 30, 2021 $ 22,916 Legacy MoneyLion Warrants See Note 3, “Business Combination” for details on the Legacy MoneyLion Warrants. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 16. NET INCOME (LOSS) PER SHARE As of September 30, 2021 and 2020, the following table sets forth the computation of net loss per common share: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (20,283 ) $ (5,490 ) $ (132,878 ) $ (11,153 ) Net income attributable to redeemable noncontrolling interests (3,520 ) (1,967 ) (9,364 ) (6,480 ) Reversal of previously accrued / (accrual of) dividends on redeemable convertible preferred stock 52,466 (4,387 ) 42,728 (12,817 ) Net income (loss) attributable to common stockholders $ 28,663 $ (11,844 ) $ (99,514 ) $ (30,450 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 62,314,396 44,857,889 53,119,751 45,253,509 Net income (loss) per share attributable to common stockholders - basic and diluted $ 0.46 $ (0.26 ) $ (1.87 ) $ (0.67 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the three months and nine months ended September 30, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. The Company’s potentially dilutive securities, which include stock options to purchase common stock and warrants to purchase common stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share because including them would have an anti-dilutive effect for the three months and nine months ended September 30, 2021 and 2020: September 30, 2021 2020 Conversion of redeemable convertible preferred stock (1) 0 107,410,844 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,600,000 16,286,818 Options to purchase common stock (1) 37,622,625 34,935,030 Total common stock equivalents 63,222,625 158,632,692 (4) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Lease Commitments Legal Matters— In 2019, 2020 and 2021, the Company received Civil Investigative Demands (the “CIDs”) from the Consumer Financial Protection Bureau (“CFPB”) relating to our compliance with the Military Lending Act and our membership model. The Company will continue to provide to the CFPB all of the information and documents required by the CIDs and intends to continue to fully cooperate with the CFPB in this investigation. The investigation is ongoing and any potential impact on our financial condition or operations are unknown at this time. With respect to the MoneyLion’s activities in Colorado, the Company received a report of examination in 2021 from the Colorado Department of Law’s Consumer Protection Unit (“Colorado Consumer Protection Unit”) regarding MoneyLion of Colorado, LLC, our subsidiary. The report of examination identified certain compliance exceptions and required the Company to take corrective actions relating to our recordkeeping and customer disclosures, and potentially including customer refunds on certain loans. The Company is in the process of responding to the Colorado Consumer Protection Unit’s report of examination and requests for information and intends to take all corrective actions required to maintain compliance with applicable Colorado state law going forward. With respect to MoneyLion’s activities in Minnesota, the Company received information requests in 2019, 2020 and 2021 from the Minnesota Department of Commerce (“Minnesota DOC”) regarding an investigation relating to MoneyLion’s lending activity in Minnesota and its membership program. The Minnesota DOC previously informed the Company that it was no longer pursuing the investigation regarding the membership program but continued the investigation into lending activity. The Company has fully cooperated with the Minnesota DOC in the investigation. The Company is in the process of finalizing a resolution with the Minnesota DOC with respect to the prior lending activity. The Company does not expect that this resolution will have any material impact on its financial condition or operations. In February and March 2021, the Company received investigative subpoenas from the Securities and Exchange Commission concerning the Invest in America Credit Fund 1. The Company is cooperating with the investigation, which is at an early stage, and cannot predict its outcome or any potential impact on our financial condition or operations. With respect to MoneyLion’s activities in Virginia, the Company received CIDs from the office of the Attorney General of the Commonwealth of Virginia in October 2021 relating to our lending activity in Virginia. We are cooperating with the investigation, which is at an early stage, and we cannot predict its outcome or any potential impact on our financial condition or operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 15, 2021, the date on which these consolidated financial statements were available to be issued, and concluded that there were no subsequent events required to be disclosed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— |
Allowance for Losses on Receivables | Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables related to loans, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables related to advances in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on membership and fees receivables is established to provide probable losses incurred in the Company’s membership and fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. |
Warrant Liability | Warrant Liability For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements— In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In June 2018, the FASB issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Accordingly, the Company has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Company has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted— In February 2016, the FASB Issued ASU 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitating of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of receivables | September 30, December 31, 2021 2020 Finance receivables $ 116,028 $ 62,758 Fees receivable 7,338 2,913 Membership receivables 3,283 1,885 Deferred loan origination costs 1,528 615 Accrued interest receivable 1,104 623 Receivables, before allowance for loan losses $ 129,281 $ 68,794 |
Schedule of finance receivables | September 30, December 31, Loan receivables $ 69,571 $ 43,870 Instacash receivables 46,457 18,888 Finance receivables, before allowance for loan losses $ 116,028 $ 62,758 |
Schedule of loans receivables | September 30, December 31, Unsecured personal loan receivables $ - $ 66 Secured personal loan receivables 69,571 43,804 Loan receivables $ 69,571 $ 43,870 |
Schedule of changes in the allowance for loan losses on receivables | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 14,701 $ 5,259 $ 9,127 $ 6,613 Provision for loss on receivables 15,238 10,456 36,644 14,587 Receivables charged off (20,979 ) (13,308 ) (51,819 ) (30,517 ) Recoveries 7,831 6,263 22,839 17,987 Ending balance $ 16,791 $ 8,670 $ 16,791 $ 8,670 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 14,223 $ 5,259 $ 9,127 $ 6,613 Provision for loss on receivables 12,542 6,622 30,877 9,242 Finance receivables charged off (17,851 ) (8,346 ) (44,996 ) (22,836 ) Recoveries 7,261 5,135 21,167 15,651 Ending balance $ 16,175 $ 8,670 $ 16,175 $ 8,670 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 197 $ - $ - $ - Provision for loss on receivables 1,025 3,355 2,204 4,713 Membership receivables charged off (1,089 ) (4,320 ) (2,576 ) (6,791 ) Recoveries 137 965 642 2,078 Ending balance $ 270 $ - $ 270 $ - Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 281 $ - $ - $ - Provision for loss on receivables 1,671 479 3,563 632 Fees receivable charged off (2,039 ) (642 ) (4,247 ) (890 ) Recoveries 433 163 1,030 258 Ending balance $ 346 $ - $ 346 $ - |
Schedule of assessment of the credit quality of finance receivables | September 30, 2021 Amount Percent Current $ 102,091 88.0 % Delinquency: 31 to 60 days 9,522 8.2 % 61 to 90 days 4,415 3.8 % Total delinquency 13,937 12.0 % Finance receivables before allowance for loan losses $ 116,028 100.0 % December 31, 2020 Amount Percent Current $ 54,247 86.4 % Delinquency: 31 to 60 days 6,148 9.8 % 61 to 90 days 2,363 3.8 % Total delinquency 8,511 13.6 % Finance receivables before allowance for loan losses $ 62,758 100.0 % September 30, 2021 Amount Percent Current $ 59,573 85.6 % Delinquency: 31 to 60 days 5,583 8.0 % 61 to 90 days 4,415 6.4 % Total delinquency 9,998 14.4 % Loan receivables before allowance for loan losses $ 69,571 100.0 % December 31, 2020 Amount Percent Current $ 38,133 86.9 % Delinquency: 31 to 60 days 3,374 7.7 % 61 to 90 days 2,363 5.4 % Total delinquency 5,737 13.1 % Loan receivables before allowance for loan losses $ 43,870 100.0 % September 30, 2021 Amount Percent Current $ 42,518 91.5 % Delinquency: 31 to 60 days 3,939 8.5 % 61 to 90 days - 0.0 % Total delinquency 3,939 8.5 % Instacash receivables before allowance for loan losses $ 46,457 100.0 % December 31, 2020 Amount Percent Current $ 16,114 85.3 % Delinquency: 31 to 60 days 2,774 14.7 % 61 to 90 days - 0.0 % Total delinquency 2,774 14.7 % Instacash receivables before allowance for loan losses $ 18,888 100.0 % September 30, 2021 Amount Percent Current $ 2,398 73.0 % Delinquency: 31 to 60 days 461 14.0 % 61 to 90 days 424 13.0 % Total delinquency 885 27.0 % Membership receivables before allowance for loan losses $ 3,283 100.0 % December 31, 2020 Amount Percent Current $ 1586 84.1 % Delinquency: 31 to 60 days 168 9.0 % 61 to 90 days 131 6.9 % Total delinquency 299 15.9 % Membership receivables before allowance for loan losses $ 1,885 100.0 % September 30, 2021 Amount Percent Current $ 7,025 95.7 % Delinquency: 31 to 60 days 285 3.9 % 61 to 90 days 28 0.4 % Total delinquency 313 4.3 % Fees receivable before allowance for loan losses $ 7,338 100.0 % December 31, 2020 Amount Percent Current $ 2,435 83.6 % Delinquency: 31 to 60 days 478 16.4 % 61 to 90 days - 0.0 % Total delinquency 478 16.4 % Fees receivables before allowance for loan losses $ 2,913 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, 2021 2020 Leasehold improvements $ 464 $ 464 Furniture and fixtures 448 448 Computers and equipment 1,058 796 1,970 1,708 Less: accumulated depreciation (1,382 ) (1,206 ) Furniture and equipment, net $ 588 $ 502 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets [Abstract] | |
Schedule of Intangible assets | September 30, December 31, 2021 2020 Capitalized internal-use software $ 5,444 $ 5,374 Proprietary technology 6,130 6,130 Work in process 1,481 1,481 Less: accumulated amortization (5,014 ) (3,710 ) Intangible assets, net $ 8,041 $ 9,275 |
Schedule of amortization expense of intangible assets | 2021 $ 454 2022 1,347 2023 1,012 2024 876 2025 876 Thereafter 1,995 $ 6,560 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other assets consisted | September 30, December 31, 2021 2020 Receivable from payment processor - Debit card collections $ 11,679 $ 5,600 Receivable from payment processor - Other 1,363 1,936 Prepaid expenses 10,107 1,591 Other 3,764 2,575 Total other assets $ 26,913 $ 11,702 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Schedule of consolidated financial statements | September 30, December 31, 2021 2020 Assets: Cash $ 2,539 $ 390 Finance receivable 114,811 60,845 Allowance for losses on finance receivable (15,505 ) (8,581 ) Finance receivables, net 99,306 52,264 Total assets $ 101,845 $ 52,654 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | September 30, December 31, 2021 2020 Accounts payable and accrued expenses $ 37,770 $ 20,365 Accrued personnel expenses 737 541 Interest payable 197 62 Accrued other 7,430 - Total accounts payable and accrued liabilities $ 46,134 $ 20,968 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average grant date fair value of options granted | Nine Months Ended 2021 2020 Expected Volatility 65 % 65 % Expected Dividend - - Expected Term in Years 6.08 6.08 Expected Forfeitures - % - % Risk Free Interest Rate 0.59%-0.67 % 0.34%-1.47 % |
Schedule of represents activity within the 2021 Plan | Weighted Number Weighted Average Contractual Aggregate Intrinsic of Shares Price Per Share Term Value Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 226,548 Options granted 6,524,723 2.57 Options exercised (2,062,803 ) 0.34 $ (13,268 ) Options forfeited (539,915 ) 0.93 Options expired (1,752,896 ) 0.20 Options outstanding at September 30, 2021 37,622,625 $ 0.80 7.9 Years $ 224,759 Exercisable at September 30, 2021 17,764,012 0.36 7.0 Years $ 113,938 Unvested at September 30, 2021 19,858,613 $ 1.19 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock Warrants [Abstract] | |
Schedule of quantitative information regarding level 3 fair value measurement | September 30, 2021 Strike price $ 11.50 Expected Volatility 65 % Expected Dividend - Expected Term in Years 4.98 Risk Free Interest Rate 0.98 % Warrant Value Per Share $ 2.83 |
Schedule of changes in fair value of the warrants | September 30, Public and Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,467 Mark-to-market adjustment $ (6,551 ) Warrants payable balance, September 30, 2021 $ 22,916 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schdeule of computation of net loss per common share | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (20,283 ) $ (5,490 ) $ (132,878 ) $ (11,153 ) Net income attributable to redeemable noncontrolling interests (3,520 ) (1,967 ) (9,364 ) (6,480 ) Reversal of previously accrued / (accrual of) dividends on redeemable convertible preferred stock 52,466 (4,387 ) 42,728 (12,817 ) Net income (loss) attributable to common stockholders $ 28,663 $ (11,844 ) $ (99,514 ) $ (30,450 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 62,314,396 44,857,889 53,119,751 45,253,509 Net income (loss) per share attributable to common stockholders - basic and diluted $ 0.46 $ (0.26 ) $ (1.87 ) $ (0.67 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the three months and nine months ended September 30, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Schdeule of potential common shares | September 30, 2021 2020 Conversion of redeemable convertible preferred stock (1) 0 107,410,844 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,600,000 16,286,818 Options to purchase common stock (1) 37,622,625 34,935,030 Total common stock equivalents 63,222,625 158,632,692 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 25,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Commitment amount | $ 250,000,000 | |||
Non guaranteed preferred return percentage | 12.00% | |||
Increments | $ 100,000 | |||
Redemptions value | 3,556 | $ 12,844 | ||
Unpaid amount | 500 | $ 1,450 | ||
Redeemable noncontrolling interest | $ 123,549 | $ 71,852 | ||
MoneyLion [Member] | ||||
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 18 | |||
Class A Common Stock [Member] | ||||
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock [Member] | MoneyLion [Member] | ||||
Description of Business and Basis of Presentation (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Price per share (in Dollars per share) | $ 10 |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Business Combination (Details) [Line Items] | |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Business combination description | ●all outstanding warrants to purchase shares of Legacy MoneyLion Preferred Stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated; ●11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of MoneyLion Common Stock; ●2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of MoneyLion Common Stock, of which 18,861,298 options are vested and 19,871,378 options are unvested; and ●each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of MoneyLion Common Stock (the “Earnout Shares”) with respect to each share of MoneyLion Common Stock or option exercisable for shares of MoneyLion Common Stock, contingent upon MoneyLion Common Stock reaching certain price milestones. |
Sale of initial public offering shares (in Shares) | shares | 25,887,987 |
Cash proceeds | $ 301,062 |
Redemptions issuance shares (in Shares) | shares | 42,862,013 |
Upon consummation description | Upon consummation of the Transactions: ●each outstanding share of Fusion Class B common stock automatically converted into one share of MoneyLion Common Stock; and ●outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of MoneyLion Common Stock. As of the Closing Date and following the completion of the sale of 25,000,000 shares of MoneyLion Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: ●227,147,708 shares of MoneyLion Common Stock; ●38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of MoneyLion Common Stock were vested and options to purchase 19,871,378 shares of MoneyLion Common stock were unvested; and ●17,500,000 public warrants, each exercisable for one share of MoneyLion Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of MoneyLion Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the Exchange Ratio of approximately 16.4078 per share of MoneyLion Class A Common Stock (the “Exchange Ratio”). |
Net increase in cash | $ 301,062 |
Business combination proceeds | 250,000 |
Underwriter fees | $ 13,150 |
PIPE [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 25,000,000 |
Sponsor [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 8,750,000 |
Fusion [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 9,112,013 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Business Combination (Details) [Line Items] | |
Business combination per share (in Dollars per share) | $ / shares | $ 10 |
business combination aggregate amount | $ 258,896 |
Costs for the business combination | 56,638 |
Transaction costs | $ 11,136 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of receivables [Abstract] | ||
Finance receivables | $ 116,028 | $ 62,758 |
Fees receivable | 7,338 | 2,913 |
Membership receivables | 3,283 | 1,885 |
Deferred loan origination costs | 1,528 | 615 |
Accrued interest receivable | 1,104 | 623 |
Receivables, before allowance for loan losses | $ 129,281 | $ 68,794 |
Receivables (Details) - Sched_2
Receivables (Details) - Schedule of finance receivables - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of finance receivables [Abstract] | ||
Loan receivables | $ 69,571 | $ 43,870 |
Instacash receivables | 46,457 | 18,888 |
Finance receivables, before allowance for loan losses | $ 116,028 | $ 62,758 |
Receivables (Details) - Sched_3
Receivables (Details) - Schedule of loans receivables - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of loans receivables [Abstract] | ||
Unsecured personal loan receivables | $ 66 | |
Secured personal loan receivables | 69,571 | 43,804 |
Loan receivables | $ 69,571 | $ 43,870 |
Receivables (Details) - Sched_4
Receivables (Details) - Schedule of changes in the allowance for loan losses on receivables - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loan Losses on Receivables [Member] | ||||
Receivables (Details) - Schedule of changes in the allowance for loan losses on receivables [Line Items] | ||||
Beginning balance | $ 14,701 | $ 5,259 | $ 9,127 | $ 6,613 |
Provision for loss on receivables | 15,238 | 10,456 | 36,644 | 14,587 |
Receivables charged off | (20,979) | (13,308) | (51,819) | (30,517) |
Recoveries | 7,831 | 6,263 | 22,839 | 17,987 |
Ending balance | 16,791 | 8,670 | 16,791 | 8,670 |
Losses on Finance Receivables [Member] | ||||
Receivables (Details) - Schedule of changes in the allowance for loan losses on receivables [Line Items] | ||||
Beginning balance | 14,223 | 5,259 | 9,127 | 6,613 |
Provision for loss on receivables | 12,542 | 6,622 | 30,877 | 9,242 |
Receivables charged off | (17,851) | (8,346) | (44,996) | (22,836) |
Recoveries | 7,261 | 5,135 | 21,167 | 15,651 |
Ending balance | 16,175 | 8,670 | 16,175 | 8,670 |
Losses on Membership Receivables [Member] | ||||
Receivables (Details) - Schedule of changes in the allowance for loan losses on receivables [Line Items] | ||||
Beginning balance | 197 | |||
Provision for loss on receivables | 1,025 | 3,355 | 2,204 | 4,713 |
Receivables charged off | (1,089) | (4,320) | (2,576) | (6,791) |
Recoveries | 137 | 965 | 642 | 2,078 |
Ending balance | 270 | 270 | ||
Losses on Fees Receivable [Member] | ||||
Receivables (Details) - Schedule of changes in the allowance for loan losses on receivables [Line Items] | ||||
Beginning balance | 281 | |||
Provision for loss on receivables | 1,671 | 479 | 3,563 | 632 |
Receivables charged off | (2,039) | (642) | (4,247) | (890) |
Recoveries | 433 | 163 | 1,030 | 258 |
Ending balance | $ 346 | $ 346 |
Receivables (Details) - Sched_5
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finance Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current (in Dollars) | $ 102,091 | $ 54,247 |
Current | 88.00% | 86.40% |
Delinquency: | ||
Total delinquency (in Dollars) | $ 13,937 | $ 8,511 |
Total delinquency | 12.00% | 13.60% |
Finance receivables before allowance for loan losses (in Dollars) | $ 116,028 | $ 62,758 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Finance Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 9,522 | $ 6,148 |
Total delinquency | 8.20% | 9.80% |
Finance Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 4,415 | $ 2,363 |
Total delinquency | 3.80% | 3.80% |
Finance Receivable Loans [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current (in Dollars) | $ 59,573 | $ 38,133 |
Current | 85.60% | 86.90% |
Delinquency: | ||
Total delinquency (in Dollars) | $ 9,998 | $ 5,737 |
Total delinquency | 14.40% | 13.10% |
Finance receivables before allowance for loan losses (in Dollars) | $ 69,571 | $ 43,870 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Finance Receivable Loans [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 5,583 | $ 3,374 |
Total delinquency | 8.00% | 7.70% |
Finance Receivable Loans [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 4,415 | $ 2,363 |
Total delinquency | 6.40% | 5.40% |
Finance Receivable Instacash [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current (in Dollars) | $ 42,518 | $ 16,114 |
Current | 91.50% | 85.30% |
Delinquency: | ||
Total delinquency (in Dollars) | $ 3,939 | $ 2,774 |
Total delinquency | 8.50% | 14.70% |
Finance receivables before allowance for loan losses (in Dollars) | $ 46,457 | $ 18,888 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Finance Receivable Instacash [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 3,939 | $ 2,774 |
Total delinquency | 8.50% | 14.70% |
Finance Receivable Instacash [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | ||
Total delinquency | 0.00% | 0.00% |
Membership Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current (in Dollars) | $ 2,398 | $ 1,586 |
Current | 73.00% | 84.10% |
Delinquency: | ||
Total delinquency (in Dollars) | $ 885 | $ 299 |
Total delinquency | 27.00% | 15.90% |
Finance receivables before allowance for loan losses (in Dollars) | $ 3,283 | $ 1,885 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Membership Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 461 | $ 168 |
Total delinquency | 14.00% | 9.00% |
Membership Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 424 | $ 131 |
Total delinquency | 13.00% | 6.90% |
Fees Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current (in Dollars) | $ 7,025 | $ 2,435 |
Current | 95.70% | 83.60% |
Delinquency: | ||
Total delinquency (in Dollars) | $ 313 | $ 478 |
Total delinquency | 4.30% | 16.40% |
Finance receivables before allowance for loan losses (in Dollars) | $ 7,338 | $ 2,913 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Fees Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 285 | $ 478 |
Total delinquency | 3.90% | 16.40% |
Fees Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency (in Dollars) | $ 28 | |
Total delinquency | 0.40% | 0.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 76 | $ 74 | $ 199 | $ 249 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 1,970 | $ 1,708 |
Less: accumulated depreciation | (1,382) | (1,206) |
Furniture and equipment, net | 588 | 502 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 464 | 464 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 448 | 448 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 1,058 | $ 796 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 410 | $ 212 | $ 1,304 | $ 562 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Intangible assets [Abstract] | ||
Capitalized internal-use software | $ 5,444 | $ 5,374 |
Proprietary technology | 6,130 | 6,130 |
Work in process | 1,481 | 1,481 |
Less: accumulated amortization | (5,014) | (3,710) |
Intangible assets, net | $ 8,041 | $ 9,275 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense of intangible assets $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of amortization expense of intangible assets [Abstract] | |
2021 | $ 454 |
2022 | 1,347 |
2023 | 1,012 |
2024 | 876 |
2025 | 876 |
Thereafter | 1,995 |
Total | $ 6,560 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of other assets consisted - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of other assets consisted [Abstract] | ||
Receivable from payment processor - Debit card collections | $ 11,679 | $ 5,600 |
Receivable from payment processor - Other | 1,363 | 1,936 |
Prepaid expenses | 10,107 | 1,591 |
Other | 3,764 | 2,575 |
Total other assets | $ 26,913 | $ 11,702 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Schedule of consolidated financial statements - VIE [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Assets: | ||
Cash | $ 2,539 | $ 390 |
Finance receivable | 114,811 | 60,845 |
Allowance for losses on finance receivable | (15,505) | (8,581) |
Finance receivables, net | 99,306 | 52,264 |
Total assets | $ 101,845 | $ 52,654 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - MoneyLion [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Accounts Payable and Accrued Liabilities (Details) [Line Items] | |
Accounts payable and accrued expenses | $ 11,136 |
Other Accrued Liabilities, Current | $ 7,430 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Accounts payable and accrued expenses | $ 37,770 | $ 20,365 |
Accrued personnel expenses | 737 | 541 |
Interest payable | 197 | 62 |
Accrued other | 7,430 | |
Total accounts payable and accrued liabilities | $ 46,134 | $ 20,968 |
Debt (Details)
Debt (Details) - USD ($) | Aug. 27, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 22, 2021 | Aug. 31, 2016 |
Debt (Details) [Line Items] | ||||||||
Initial principal balance | $ 5,000,000 | |||||||
Lien Loan bears interest | 12.00% | |||||||
Prime rate interest | 5.75% | |||||||
Interest not to exceed | 15.00% | |||||||
Aggregate principal amount | $ 25,000,000 | |||||||
Repaid the original principal balance | $ 5,000,000 | |||||||
Principal balance | $ 20,000,000 | |||||||
Company sold to a third-party lender | $ 10,000 | |||||||
Third-party lender percentage | 3.00% | |||||||
Third-party lenders, description | In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. | |||||||
Convertible notes | $ 100,311,000 | |||||||
Credit and security agreement | $ 50,000,000 | |||||||
Borrowings under the agreement | $ 500,000,000 | |||||||
Paycheck Protection Program [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Borrowings under the agreement | $ 3,207,000 | |||||||
Outstanding balance of the PPP loan | $ 3,207,000 | |||||||
ROAR 1 SPV Finance LLC [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Credit agreement | 100,000,000 | |||||||
Maximum borrowings under the agreement | $ 200,000,000 | |||||||
Bears interest rate | 12.50% | |||||||
Class A Common Stock [Member] | ||||||||
Debt (Details) [Line Items] | ||||||||
Total shares (in Shares) | 10,068,133 |
Common Stock (Details)
Common Stock (Details) $ in Thousands | 1 Months Ended |
Sep. 22, 2021USD ($)shares | |
Common Stock [Abstract] | |
Business Combination shares | shares | 970,000 |
Common Stock redeemed | $ | $ 9,700 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) | Sep. 30, 2021shares |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable convertible preferred stock | 116,264,374 |
Stock Options (Details)
Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock Options (Details) [Line Items] | |||
Common stock designated shares | 2,492,060 | ||
Common stock pursuant to awards issued | 56,697,934 | ||
Including common stock shares | 17,712,158 | ||
Common stock subject outstanding | 38,985,776 | ||
Percentage of total number of outstanding shares | 2.00% | ||
Stock-based compensation (in Dollars) | $ 2,425 | $ 1,082 | |
Incentive Plan [Member] | |||
Stock Options (Details) [Line Items] | |||
Weighted average grant date fair value of options granted (in Dollars per share) | $ 1.5 | $ 0.34 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of weighted average grant date fair value of options granted | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Volatility | 65.00% | 65.00% |
Expected Dividend | ||
Expected Term in Years | 6 years 29 days | 6 years 29 days |
Expected Forfeitures | ||
Minimum [Member] | ||
Stock Options (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.59% | 0.34% |
Maximum [Member] | ||
Stock Options (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.67% | 1.47% |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of represents activity within the 2021 Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of represents activity within the 2021 Plan [Abstract] | |
Number of Shares Options outstanding begnining | 35,453,516 |
Weighted Average Exercise Options Price Per Share outstanding begnining | $ 0.38 |
Weighted Average Remaining Contractual Term Options outstanding begnining | 8 years 1 month 6 days |
Aggregate Intrinsic Value Options outstanding begnining | $ 226,548 |
Number of Shares Options outstanding ending | 37,622,625 |
Weighted Average Exercise Options Price Per Share outstanding ending | $ 0.8 |
Weighted Average Remaining Contractual Term Options outstanding ending | 7 years 10 months 24 days |
Aggregate Intrinsic Value Options outstanding ending | $ 224,759 |
Number of Shares Exercisable at September 30, 2021 | 17,764,012 |
Weighted Average Exercise Options Price Per Share Exercisable at September 30, 2021 | $ 0.36 |
Weighted Average Remaining Contractual Term Exercisable at September 30, 2021 | 7 years |
Aggregate Intrinsic Value Exercisable at September 30, 2021 | $ 113,938 |
Number of Shares Unvested at September 30, 2021 | 19,858,613 |
Weighted Average Exercise Options Price Per Share Unvested at September 30, 2021 | $ 1.19 |
Number of Shares Options granted | 6,524,723 |
Weighted Average Exercise Options Price Per Share Options granted | $ 2.57 |
Number of Shares Options exercised | (2,062,803) |
Weighted Average Exercise Options Price Per Share Options exercised | $ 0.34 |
Aggregate Intrinsic Value Options exercised | $ (13,268) |
Number of Shares Options forfeited | (539,915) |
Weighted Average Exercise Options Price Per Share Options forfeited | $ 0.93 |
Number of Shares Options expired | (1,752,896) |
Weighted Average Exercise Options Price Per Share Options expired | $ 0.2 |
Stock Warrants (Details)
Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 22, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | |
Stock Warrants (Details) [Line Items] | ||||
Warrants outstanding | 8,100,000 | |||
Fair value within additional paid-in capital | $ 671,906 | |||
MoneyLion [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Warrant price per share | $ 18 | |||
Warrant [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Warrant price per share | $ 0.01 | |||
Private Placement [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Warrants outstanding | 8,100,000 | |||
Aggregate value | $ 22,916 | |||
Public Warrants [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Fair value within additional paid-in capital | $ 23,275 | |||
Class A Common Stock [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Warrants outstanding | 17,500,000 | |||
Pricce per share | $ 11.5 | |||
Class A Common Stock [Member] | MoneyLion [Member] | ||||
Stock Warrants (Details) [Line Items] | ||||
Warrant price per share | $ 10 |
Stock Warrants (Details) - Sche
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement - Stock Warrants [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement [Line Items] | |
Strike price (in Dollars per share) | $ 11.5 |
Expected Volatility | 65.00% |
Expected Dividend | |
Expected Term in Years | 4 years 11 months 23 days |
Risk Free Interest Rate | 0.98% |
Warrant Value Per Share (in Dollars per share) | $ 2.83 |
Stock Warrants (Details) - Sc_2
Stock Warrants (Details) - Schedule of changes in fair value of the warrants - Public and Private Placement Warrants [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Stock Warrants (Details) - Schedule of changes in fair value of the warrants [Line Items] | |
Initial Measurement, September 22, 2021 | $ 29,467 |
Mark-to-market adjustment | (6,551) |
Warrants payable balance, September 30, 2021 | $ 22,916 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Net Income (Loss) Per Share (Details) [Line Items] | |
Exchange ratio | 16.4078 |
Convertible preferred stock (in Dollars) | $ 56,931 |
Common Class A [Member] | |
Net Income (Loss) Per Share (Details) [Line Items] | |
Exchange ratio | 16.4078 |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (Details) - Schdeule of computation of net loss per common share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Schdeule of computation of net loss per common share [Abstract] | |||||
Net loss | $ (20,283) | $ (5,490) | $ (132,878) | $ (11,153) | |
Net income attributable to redeemable noncontrolling interests | (3,520) | (1,967) | (9,364) | (6,480) | |
Reversal of previously accrued / (accrual of) dividends on redeemable convertible preferred stock | 52,466 | (4,387) | 42,728 | (12,817) | |
Net income (loss) attributable to common stockholders | $ 28,663 | $ (11,844) | $ (99,514) | $ (30,450) | |
Weighted-average common shares outstanding - basic and diluted (in Shares) | [1] | 62,314,396 | 44,857,889 | 53,119,751 | 45,253,509 |
Net income (loss) per share attributable to common stockholders - basic and diluted (in Dollars per share) | $ 0.46 | $ (0.26) | $ (1.87) | $ (0.67) | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the three months and nine months ended September 30, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Net Income (Loss) Per Share (_3
Net Income (Loss) Per Share (Details) - Schdeule of potential common shares - shares | Sep. 30, 2021 | Sep. 30, 2020 | |
Schdeule of potential common shares [Abstract] | |||
Conversion of redeemable convertible preferred stock | [1] | 0 | 107,410,844 |
Warrants to purchase common stock and redeemable convertible preferred stock | [1] | 25,600,000 | 16,286,818 |
Options to purchase common stock | [1] | 37,622,625 | 34,935,030 |
Total common stock equivalents | 63,222,625 | 158,632,692 | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |