Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-40547 | |
Entity Registrant Name | Payoneer Global Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1778671 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 150 W 30th St | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 600-9272 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 361,808,469 | |
Entity Central Index Key | 0001845815 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | PAYO | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock, $0.01 par value, at an exercise price of $11.50 per share | |
Trading Symbol | PAYOW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 590,565 | $ 543,299 |
Restricted cash | 2,872 | 2,882 |
Customer funds | 5,370,466 | 5,838,612 |
Accounts receivable (net of allowance of $618 at September 30, 2023 and $246 at December 31, 2022) | 5,970 | 12,878 |
Capital advance receivables (net of allowance of $4,910 at September 30, 2023 and $5,311 at December 31, 2022) | 49,156 | 37,155 |
Other current assets | 42,253 | 36,278 |
Total current assets | 6,061,282 | 6,471,104 |
Non-current assets: | ||
Property, equipment and software, net | 13,733 | 14,392 |
Goodwill | 19,889 | 19,889 |
Intangible assets, net | 70,872 | 45,444 |
Restricted cash | 6,518 | 4,848 |
Deferred taxes | 16,193 | 4,169 |
Investment in associated company | 6,429 | |
Severance pay fund | 944 | 1,095 |
Operating lease right of use assets | 12,396 | 15,260 |
Other assets | 15,931 | 12,021 |
Total assets | 6,217,758 | 6,594,651 |
Current liabilities: | ||
Trade payables | 35,587 | 41,566 |
Outstanding operating balances | 5,370,466 | 5,838,612 |
Other payables | 104,759 | 97,334 |
Total current liabilities | 5,510,812 | 5,977,512 |
Non-current liabilities: | ||
Long-term debt from related party (refer to Notes 8 and 18 for further information) | 15,801 | 16,138 |
Warrant liability | 20,379 | 25,914 |
Other long-term liabilities | 32,800 | 29,831 |
Total liabilities | 5,579,792 | 6,049,395 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at September 30, 2023 and December 31, 2022. | ||
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 365,953,562 and 352,842,025 shares issued and 359,014,445 and 352,842,025 shares outstanding at September 30, 2023 and December 31, 2022, respectively. | 3,659 | 3,528 |
Treasury stock at cost, 6,939,117 and 0 shares as of September 30, 2023 and December 31, 2022, respectively. | (34,759) | |
Additional paid-in capital | 711,459 | 650,433 |
Accumulated other comprehensive loss | (176) | (176) |
Accumulated deficit | (42,217) | (108,529) |
Total shareholders' equity | 637,966 | 545,256 |
Total liabilities and shareholders' equity | $ 6,217,758 | $ 6,594,651 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||
Accounts receivable, net of allowance | $ 618 | $ 246 |
Capital advance receivables, net of allowance | $ 4,910 | $ 5,311 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 380,000,000 | 380,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,800,000,000 | 3,800,000,000 |
Common stock, shares issued | 365,953,562 | 352,842,025 |
Common stock, shares outstanding | 359,014,445 | 352,842,025 |
Treasury Stock, Common, Shares | 6,939,117 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | ||||
Revenues | $ 208,035 | $ 158,917 | $ 606,783 | $ 444,065 |
Transaction costs (Exclusive of depreciation and amortization shown separately below and inclusive of $437 and $384 in interest expense and fees associated with related party transactions during the three months ended September 30, 2023 and 2022, and $1,294 and $942 during the nine months ended September 30, 2023 and 2022, respectively; refer to Notes 8 and 18 for further information) | 30,393 | 27,986 | 85,971 | 79,773 |
Other operating expenses (Exclusive of depreciation and amortization shown separately below) | 40,301 | 37,744 | 120,923 | 107,895 |
Research and development expenses | 26,950 | 29,617 | 84,225 | 82,139 |
Sales and marketing expenses | 48,664 | 41,081 | 144,892 | 112,370 |
General and administrative expenses | 25,112 | 21,693 | 73,805 | 60,013 |
Depreciation and amortization | 7,116 | 5,899 | 19,064 | 15,525 |
Total operating expenses | 178,536 | 164,020 | 528,880 | 457,715 |
Operating income (loss) | 29,499 | (5,103) | 77,903 | (13,650) |
Financial income (expense): | ||||
Gain (loss) from change in fair value of Warrants | (7,799) | (15,095) | 5,535 | 28,932 |
Other financial income (expense), net | 1,137 | (3,617) | 7,805 | (11,136) |
Financial income (expense), net | (6,662) | (18,712) | 13,340 | 17,796 |
Income (loss) before taxes on income and share in gains (losses) of associated company | 22,837 | (23,815) | 91,243 | 4,146 |
Taxes on income | 10,012 | 2,635 | 24,931 | 5,976 |
Share in gains (losses) of associated company | (2) | 11 | ||
Net income (loss) | 12,825 | (26,452) | 66,312 | (1,819) |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments | (1,658) | (4,516) | ||
Other comprehensive loss, net of tax | (1,658) | (4,516) | ||
Comprehensive income (loss) | $ 12,825 | $ (28,110) | $ 66,312 | $ (6,335) |
Per Share Data | ||||
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share | $ 0.04 | $ (0.08) | $ 0.18 | $ (0.01) |
Diluted earnings (loss) per share | $ 0.03 | $ (0.08) | $ 0.17 | $ (0.01) |
Weighted average common shares outstanding - Basic (in shares) | 357,429,113 | 349,740,787 | 361,206,439 | 345,359,986 |
Weighted average common shares outstanding - Diluted (in shares) | 381,845,099 | 349,740,787 | 389,658,789 | 345,359,986 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest expense and fees associated with related party transactions | $ 437 | $ 384 | $ 1,294 | $ 942 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED) - USD ($) $ in Thousands | Common Stock | Treasury Stock, Common [Member] | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit Adjustment for adoption of ASC 326 | Accumulated deficit | Adjustment for adoption of ASC 326 | Total |
Beginning balance at Dec. 31, 2021 | $ 3,404 | $ 575,470 | $ 2,253 | $ (94,054) | $ 487,073 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 340,384,157 | |||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | $ 98 | 15,185 | 15,283 | |||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity award (in shares) | 9,809,530 | |||||||
Stock-based compensation | 39,132 | 39,132 | ||||||
Other comprehensive loss, net of tax | (4,516) | (4,516) | ||||||
Net income (loss) | (1,819) | (1,819) | ||||||
Ending balance at Sep. 30, 2022 | $ 3,502 | 629,787 | (2,263) | $ (2,505) | (98,378) | $ (2,505) | 532,648 | |
Ending balance (in shares) at Sep. 30, 2022 | 350,193,687 | |||||||
Beginning balance at Jun. 30, 2022 | $ 3,464 | 611,997 | (605) | (71,926) | 542,930 | |||
Beginning balance (in shares) at Jun. 30, 2022 | 346,439,294 | |||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | $ 38 | 3,935 | 3,973 | |||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity award (in shares) | 3,754,393 | |||||||
Stock-based compensation | 13,855 | 13,855 | ||||||
Other comprehensive loss, net of tax | (1,658) | (1,658) | ||||||
Net income (loss) | (26,452) | (26,452) | ||||||
Ending balance at Sep. 30, 2022 | $ 3,502 | 629,787 | (2,263) | $ (2,505) | (98,378) | $ (2,505) | 532,648 | |
Ending balance (in shares) at Sep. 30, 2022 | 350,193,687 | |||||||
Beginning balance at Dec. 31, 2022 | $ 3,528 | 650,433 | (176) | (108,529) | 545,256 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 352,842,025 | |||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | $ 121 | 6,399 | 6,520 | |||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity award (in shares) | 12,079,103 | |||||||
Stock-based compensation | 50,611 | 50,611 | ||||||
ESPP shares issued | $ 10 | 4,016 | 4,026 | |||||
ESPP shares issued (shares) | 1,032,434 | |||||||
Common stock repurchased | $ (34,759) | (34,759) | ||||||
Common stock repurchased (shares) | (6,939,117) | |||||||
Net income (loss) | 66,312 | 66,312 | ||||||
Ending balance at Sep. 30, 2023 | $ 3,659 | $ (34,759) | 711,459 | (176) | (42,217) | 637,966 | ||
Ending balance (in shares) at Sep. 30, 2023 | 365,953,562 | (6,939,117) | ||||||
Beginning balance at Jun. 30, 2023 | $ 3,632 | $ (19,725) | 697,258 | (176) | (55,042) | 625,947 | ||
Beginning balance (in shares) at Jun. 30, 2023 | 363,252,231 | (4,201,025) | ||||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity awards | $ 27 | (1,959) | (1,932) | |||||
Exercise of options and vested RSUs, net of taxes paid related to settlement of equity award (in shares) | 2,701,331 | |||||||
Stock-based compensation | 16,160 | 16,160 | ||||||
Common stock repurchased | $ (15,034) | (15,034) | ||||||
Common stock repurchased (shares) | (2,738,092) | |||||||
Net income (loss) | 12,825 | 12,825 | ||||||
Ending balance at Sep. 30, 2023 | $ 3,659 | $ (34,759) | $ 711,459 | $ (176) | $ (42,217) | $ 637,966 | ||
Ending balance (in shares) at Sep. 30, 2023 | 365,953,562 | (6,939,117) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 66,312 | $ (1,819) |
Adjustment to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 19,064 | 15,525 |
Deferred taxes | (12,024) | 820 |
Stock-based compensation expenses | 48,429 | 39,132 |
Share in gains of associated company | (11) | |
Gain from change in fair value of Warrants | (5,535) | (28,932) |
Foreign currency re-measurement loss | 761 | 3,015 |
Changes in operating assets and liabilities: | ||
Other current assets | (5,891) | (10,825) |
Trade payables | (6,948) | 8,753 |
Deferred revenue | 1,206 | (30) |
Accounts receivable, net | 6,908 | (7,024) |
Capital advance extended to customers | (207,075) | (145,424) |
Capital advance collected from customers | 195,074 | 163,266 |
Other payables | (880) | 7,047 |
Other long-term liabilities | (1,429) | (7,250) |
Operating lease right-of-use assets | 7,262 | 7,862 |
Other assets | (3,906) | 221 |
Net cash provided by operating activities | 101,328 | 44,326 |
Cash Flows from Investing Activities | ||
Purchase of property, equipment and software | (4,336) | (7,132) |
Capitalization of internal use software | (25,322) | (10,209) |
Related party asset acquisition (Refer to Notes 6 and 18 for further information) | (3,600) | |
Severance pay fund distributions, net | 151 | 504 |
Customer funds in transit, net | (20,600) | 2,895 |
Net cash inflow from acquisition of remaining interest in joint venture (Refer to Note 2(c) for further information) | 5,953 | |
Net cash used in investing activities | (47,754) | (13,942) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock in connection with stock-based compensation plan, net of taxes paid related to settlement of equity awards | 10,159 | 15,283 |
Outstanding operating balances, net | (468,146) | 638,370 |
Borrowings under related party facility (Refer to Notes 8 and 18 for further information) | 19,309 | 22,464 |
Repayments under related party facility (Refer to Notes 8 and 18 for further information) | (19,646) | (20,382) |
Common stock repurchased | (34,408) | |
Net cash provided by (used in) financing activities | (492,732) | 655,735 |
Effect of exchange rate changes on cash and cash equivalents | (662) | (3,369) |
Net change in cash, cash equivalents, restricted cash and customer funds | (439,820) | 682,750 |
Cash, cash equivalents, restricted cash and customer funds at beginning of period | 6,386,720 | 4,838,433 |
Cash, cash equivalents, restricted cash and customer funds at end of period | 5,946,900 | 5,521,183 |
Supplemental information of investing and financing activities not involving cash flows: | ||
Property, equipment, and software acquired but not paid | 1,078 | 338 |
Internal use software capitalized but not paid | 12,119 | 2,276 |
Common stock repurchased but not paid | 350 | |
Right of use assets obtained in exchange for new operating lease liabilities | $ 4,398 | $ 13,415 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Reconciliation of cash, cash equivalents, restricted cash and customer funds | ||
Cash and cash equivalents | $ 590,565 | $ 507,939 |
Current restricted cash | 2,872 | 3,172 |
Non-current restricted cash | 6,518 | 4,413 |
Customer funds | 5,346,945 | 5,005,659 |
Total cash, cash equivalents, restricted cash and customer funds shown in the condensed consolidated statements of cash flows | 5,946,900 | 5,521,183 |
Customer funds in transit | $ 23,521 | $ 33,965 |
GENERAL OVERVIEW
GENERAL OVERVIEW | 9 Months Ended |
Sep. 30, 2023 | |
GENERAL OVERVIEW | |
GENERAL OVERVIEW | NOTE 1 – GENERAL OVERVIEW Unless otherwise noted herein, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc. Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a suite of services that includes cross-border payments, physical and virtual Mastercard cards, working capital, risk management and other services. The fully-hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES a. Principles of consolidation, basis of presentation and accounting principles: The accompanying condensed consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in an entity where the Company has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, the Company’s share of the investee’s results of operations is shown within Share in gains and losses of associated company on the condensed consolidated statements of comprehensive income (loss) and its investment balance as an investment in associated company on the condensed consolidated balance sheets. The consolidated interim financial information herein is unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2022 but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto of Payoneer Global Inc. and its subsidiaries. b. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and loss contingencies. c. Investment in associated company: In July 2019, the Company, through its wholly-owned subsidiary Payoneer Research and Development Ltd., entered into an agreement for the establishment of a joint venture company in the People’s Republic of China (“PRC”). The objective of the joint venture was to apply for a local payment service provider license in accordance with PRC laws. The Company’s share in the Joint Venture was 46%, with the remaining ownership interest held by a local partner. Initial funds in the amount of $6,501 were contributed. The investment in the joint venture was presented as an investment in associated company in the Company’s consolidated balance sheets as the Company did not have control over the joint venture. In January 2023, the Company, through Payoneer Research and Development Ltd., acquired all remaining interests from other partners in the joint venture. As part of the agreement, the acquiring company assumed responsibility for all expenses and income incurred or earned through the date of acquisition related to the joint venture. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued): As substantially all of the fair value of the gross assets of the joint venture are concentrated in a group of similar assets (cash and cash equivalents and restricted deposits), the Company accounted for the transaction as an asset acquisition. As such, the Company’s basis in the acquired assets is valued at the amount of consideration transferred, as shown below. Consideration paid Cash 1 $7,961 Foreign exchange loss on payment 1 (100) Investment in associated company 6,429 Total $14,290 Assets acquired Cash and cash equivalents $6,957 Short-term restricted deposits 6,957 Prepaid assets 24 Tax receivable 59 Intangible assets 293 Total $14,290 Net cash inflow related to acquisition Cash and cash equivalents and restricted deposits acquired $13,914 Cash paid (7,961) Net cash inflow $5,953 ________________________________________ (1) The underlying assets of the joint venture were previously valued in CNY. Due to a timing difference of payment date and acquisition agreement settlement date, $100 of foreign exchange loss was recognized at the time of payment through other financial income (expense), net on the condensed consolidated statements of comprehensive income (loss). The Company acquired $59 in tax receivables which it does not expect to utilize. As such, these receivables were written-off subsequent to acquisition through general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). The Company also acquired $293 in intangible assets which were determined to have no use to the Company post-acquisition. As such, these assets were completely impaired through depreciation and amortization expenses in the condensed consolidated statements of comprehensive income (loss). d. Functional currency and translation: Prior to January 1, 2023, the Company had a foreign subsidiary that used the local currency of the respective country as its functional currency. As of January 1, 2023, this subsidiary has changed its functional currency to be that of the Company, the U.S. dollar, due to a shift in the subsidiary’s primary revenue streams, which are now substantially all from services provided to the Company. e. Treasury stock: The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction. When and if treasury stock is reissued, the Company applies the average cost method to determine the value of the reissued shares, and to the extent that it remains in an accumulated deficit position, recognizes any related gain or loss in additional paid-in capital. When and if the Company’s accumulated deficit becomes a retained earnings balance, it will credit gains on reissuances to additional paid-in capital and offset losses against historical gains. Losses in excess of historical gains will be recognized against retained earnings. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued): f. Recently issued accounting pronouncements: Financial Accounting Standards Board (“FASB”) standards adopted during 2023 In 2020, the FASB issued amended guidance that provides transitional relief for the accounting impact of reference rate reform. For a limited duration, this guidance provides optional expedients and exceptions for applying GAAP to certain contract modifications, hedging relationships, and other transactions that will be impacted by a reference rate expected to be discontinued due to reference rate reform. As of July 1, 2023, the Warehouse Facility (as defined in Note 8 below) replaced LIBOR with the Secured Overnight Financing Rate ("SOFR") plus .26161% as its benchmark rate (see Note 8 for further discussion). Adoption of this new guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
CAPITAL ADVANCE ("CA") RECEIVAB
CAPITAL ADVANCE ("CA") RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
CAPITAL ADVANCE ("CA") RECEIVABLE | |
CAPITAL ADVANCE ("CA") RECEIVABLE | NOTE 3 – CAPITAL ADVANCE (“CA”) RECEIVABLES The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price. During the nine months ended September 30, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CAs: Nine months ended September 30, 2023 2022 Beginning CA receivables, gross $ 42,466 $ 56,101 CA extended to customers 206,187 146,439 Change in revenue receivables 487 (129) CA collected from customers (191,157) (163,395) Charge-offs, net of recoveries (3,917) (2,059) Ending CA receivables, gross $ 54,066 $ 36,957 Allowance for CA losses (4,910) (3,629) CA receivables, net $ 49,156 $ 33,328 The outstanding gross balance at September 30, 2023 consists of the following current and overdue amounts: 1 ‑ 30 days 30 ‑ 60 60 ‑ 90 Above 90 Total Current overdue overdue overdue overdue $ 54,066 50,683 1,627 895 376 485 The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts: 1 ‑ 30 days 30 ‑ 60 60 ‑ 90 Above 90 Total Current overdue overdue overdue overdue $ 42,466 39,945 986 380 104 1,051 The following are current and overdue balances from above that are segregated into the timing of expected collections at September 30, 2023: Due in less Due in 30 ‑ 60 Due in 60 ‑ 90 Due in more Total Overdue than 30 days days days than 90 days $ 54,066 3,383 11,014 12,763 19,182 7,724 The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022: Due in less Due in 30 ‑ 60 Due in 60 ‑ 90 Due in more Total Overdue than 30 days days days than 90 days $ 42,466 2,521 7,354 12,553 14,427 5,611 NOTE 3 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued): As of September 30, 2023 and December 31, 2022, the Company applied a range of loss rates to the CA portfolio of 1.59% to 1.86% for the allowance for CA losses. Below is a rollforward for the allowance for CA losses (“ALCAL”): Nine months ended September 30, 2023 2022 Beginning balance $ 5,311 $ 2,426 Adjustment for adoption of ASC 326 — 2,505 Provisions 3,649 1,584 Recoveries (133) (827) Charge-offs (3,917) (2,059) Ending balance $ 4,910 $ 3,629 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | NOTE 4 - OTHER CURRENT ASSETS Composition of other current assets, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Prepaid expenses $ 18,657 $ 12,155 Income receivable 9,852 11,162 Prepaid income taxes 10,851 7,671 Other 2,893 5,290 Total other current assets $ 42,253 $ 36,278 |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
PROPERTY, EQUIPMENT AND SOFTWARE | NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE Composition of property, equipment and software, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Computers, software and peripheral equipment $ 36,562 $ 34,328 Leasehold improvements 9,911 9,741 Furniture and office equipment 4,679 4,418 Property, equipment and software 51,152 48,487 Accumulated depreciation (37,419) (34,095) Property, equipment and software, net $ 13,733 $ 14,392 Depreciation expense for the three months ended September 30, 2023 and 2022 was $1,984 and $2,082, respectively, and $5,960 and $6,153 for the nine months ended September 30, 2023 and 2022, respectively. During the three months ended September 30, 2023, the Company retired computers, software, and peripheral equipment with a cost of $2,640 that were fully depreciated. No such retirement was recognized in the three or nine months ended September 30, 2022. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Composition of intangible assets, grouped by major classifications, is as follows: September 30, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Internal use software $ 109,965 $ (49,178) $ 60,787 $ 75,195 $ (38,607) $ 36,588 Acquired developed technology 18,319 (8,234) 10,085 14,365 (5,509) 8,856 Intangible assets, net $ 128,284 $ (57,412) $ 70,872 $ 89,560 $ (44,116) $ 45,444 On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. (“Spott”) for a total consideration of $3.6 million, and committed to $0.4 million of future payments contingent on Spott’s former employees’ continued employment with Payoneer Research & Development Ltd. Spott’s intellectual property provides real-time e-commerce data and analytics for more informed and faster business decision-making. Note that a member of the Board of Directors of the Company has an indirect interest within Spott and serves on its board – refer to Note 18 for related party considerations. The Company determined that this transaction is an asset acquisition under ASC 805, Business Combinations Amortization expense for the three months ended September 30, 2023 and 2022 was $ 5,133 and $3,203 respectively, and $ 12,780 and $8,758 for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company recognized $293 in impairment of acquired intangibles Expected future intangible asset amortization as of September 30, 2023, excluding capitalized internal use software of $21,672 not yet placed in service as of that date, was as follows: Fiscal years 2023 (Excluding the nine months ended September 30, 2023) $ 7,087 2024 20,991 2025 15,982 2026 5,140 2027 and thereafter — Total $ 49,200 |
OTHER PAYABLES
OTHER PAYABLES | 9 Months Ended |
Sep. 30, 2023 | |
OTHER PAYABLES | |
OTHER PAYABLES | NOTE 7 - OTHER PAYABLES Composition of other payables, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Employee related compensation $ 56,251 $ 64,464 Commissions payable 23,346 12,159 Accrued expenses 9,819 10,001 Lease liability 7,731 8,360 Income tax payable 4,704 — Other 2,908 2,350 Total other payables $ 104,759 $ 97,334 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
DEBT | |
DEBT | NOTE 8 – DEBT On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), a wholly-owned second tier subsidiary of the Company and its subsidiary (the “Borrower”) entered into a Receivables and Loan Security Agreement (the “Warehouse Facility”) with Viola Credit VI, L.P. (currently known as Viola Credit ALF II, L.P.), Viola Credit Alternative Lending FNX SPV, L.P. (the “Lenders”) and Viola Credit Alternative Lending Management 2018 L.P. (collectively, the “Parties”) for the purpose of external financing of Capital Advance activity. The Company notes that the Lenders are related parties through the Company’s Board of Directors’ chairman’s ownership interest in the Lenders. Refer to Note 18 for further information regarding related party considerations. In accordance with the Warehouse Facility agreement, the Lenders will make available to the Company an initial committed amount of $25,000, which may be increased at the request of the Company, and with the consent of the Lenders, in $25,000 increments up to $100,000. The associated borrowings will be secured by the assets of the Borrower, which consist primarily of capital advance receivables as well as a pledge of the equity of the Borrower. The recourse under the Warehouse Facility agreement is limited to Borrower's assets, and no other Payoneer entity guarantees repayment by the Borrower. The Warehouse Facility agreement stipulates a borrowing base calculated at an advance rate of 80% out of the eligible portfolio outstanding receivables balance. As of July 1, 2023, the Warehouse Facility bears interest at the sum of the Daily Simple SOFR and 0.26161% plus: ● 9.00% per annum if the commitment amount is $25,000; ● 7.75% per annum if the commitment amount is $50,000; ● 7.50% per annum if the commitment amount is $75,000; ● 7.00% per annum if the commitment amount is $100,000. Prior to July 1, 2023, interest on the facility was calculated as the greater of 0.25% or LIBOR plus the additional percentage amounts per annum based on commitment amount noted above. On June 8, 2022, the Warehouse Facility agreement was amended to create a condition that the total interest rate, calculated as the sum per above, shall not exceed 10.5% per annum for all outstanding balances. The revolving period of the facility is 36 months from the closing date and the maturity date is 42 months from the date the Warehouse Facility agreement was entered into. The Company recorded expenses, included in transaction costs, in the total amount of $437 and $384 for the three months ended September 30, 2023 and 2022, respectively, and $1,294 and $942 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the outstanding associated balance was $15,801 with $150 of accrued expenses included in Other payables. As of December 31, 2022, the outstanding associated balance was $16,138 with $153 of accrued expenses included in Other payables. The Warehouse Facility agreement includes certain affirmative and negative covenants that must be maintained by the Company and includes certain financial measures such as minimum tangible equity and minimum unrestricted cash at the Company level. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all applicable covenants. NOTE 8 – DEBT (continued): As of September 30, 2023 and December 31, 2022, the fair value of the debt approximates the book value due to the short time span between initiation and balance sheet date with the outstanding balance classified as Level 3 in the fair value leveling hierarchy as the inputs into the valuation are not observable. |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
OTHER LONG-TERM LIABILITIES | |
OTHER LONG-TERM LIABILITIES | NOTE 9 – OTHER LONG-TERM LIABILITIES Composition of other long-term liabilities, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Reserves for uncertain tax positions $ 26,006 $ 21,048 Long-term lease liabilities 4,025 6,514 Severance pay liabilities 2,751 2,252 Other 18 17 Total other long-term liabilities $ 32,800 $ 29,831 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING CHARGES. | |
RESTRUCTURING CHARGES | NOTE 10 – RESTRUCTURING CHARGES During the third quarter of 2023, the Company initiated a plan to reduce its workforce by approximately 9% (the “Plan”). The Plan is intended to enhance productivity and efficiency and streamline the Company’s organizational structure to better align operations with its growth objectives. During the three and nine months ended September 30, 2023, the Company incurred costs of $ related to severance and other employee termination benefits. The restructuring costs are recognized in the condensed consolidated statements of comprehensive income (loss) as follows: Severance and other employee termination benefits Other operating expenses $ 623 Research and development expenses 1,559 Sales and marketing expenses 2,029 General and administrative expenses 277 Total $ 4,488 The following table is a summary of the changes in the restructuring related liabilities, included within the employee related compensation category of the other payables liability on the condensed consolidated balance sheets, associated with the Plan (in thousands): Balance as of June 30, 2023 $ — Restructuring charges accrued 4,488 Payments (3,614) Balance as of September 30, 2023 $ 874 K |
WARRANTS AND SHAREHOLDERS' EQUI
WARRANTS AND SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS. | |
WARRANTS AND SHAREHOLDERS' EQUITY | NOTE 11 – WARRANTS AND SHAREHOLDERS’ EQUITY Share Repurchase Program and Treasury Stock On May 7, 2023, the Company’s Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80,000 of its common stock over a period of 24 months. The program is intended to offset the impact of dilution from the issuance of new shares as part of employee compensation programs. Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and total amount of repurchases is subject to business and market conditions and the Company’s discretion. NOTE 11 – WARRANTS AND SHAREHOLDERS’ EQUITY (continued): During the three and nine months ended September 30, 2023, the Company repurchased approximately 2,738,092 and 6,939,117 shares of its common stock for approximately $15,034 and $34,759 at a weighted average cost of $5.47 and $4.99 per share, respectively. As of September 30, 2023, a total of approximately $45,379 remained available for future repurchases of the Company’s common stock under the program. Warrants The Company has publicly traded warrants that are exercisable for shares of the Company’s common stock. Warrants may only be exercised for a whole number of shares at an exercise price of $11.50. These warrants expire on June 25, 2026, or earlier, if redeemed. At September 30, 2023, there were 25,158,086 warrants outstanding with a corresponding liability valued at $20,379. The warrants are considered to be a Level 1 fair value measurement due to the observability of the inputs. The warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging Warrant Liability Fair value as of December 31, 2022 $ 25,914 Change in fair value (5,535) Fair value as of September 30, 2023 $ 20,379 Fair value as of December 31, 2021 $ 59,877 Change in fair value (28,932) Fair value as of September 30, 2022 $ 30,945 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company’s business is subject to various laws and regulations in the United States and other countries from where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or impose limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business. From time to time, the Company incurs insignificant fines and penalties in the ordinary course of business. On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $2,250 for potential losses related to those funds above the recovered amount. The Company applied for and recovered the maximum statutory reimbursement through the deposit insurance provided by Mexican Institute for the Protection of Banking Services (IPAB), totaling $140. The Company has filed a claim in liquidation for the remaining funds; however, the percentage of the deposit that will be recovered in liquidation is not known at this time. On August 7, 2023, Payoneer (Guangzhou) Commerce Services Co., Ltd. (“Payoneer Guangzhou”), a wholly owned subsidiary of the Company, entered into an agreement with a non-bank payments institution (the “Licenseholder”), that offers pay-out and mobile payments solutions to merchants in the People’s Republic of China and holds a Payment Business License issued by the People’s Bank of China (the “PBoC”). NOTE 12 – COMMITMENTS AND CONTINGENCIES (continued): Pursuant to the terms of the agreement, Payoneer Guangzhou seeks to purchase the Licenseholder, and placed approximately $4 million in escrow in October 2023, representing a small portion of the agreed upon consideration for the purchase. In the event of termination of the agreement, such escrow amount will be returned to Payoneer Guangzhou, and in the event of a successful transaction, it will be applied to the full purchase price. The closing of the acquisition is subject to customary closing conditions and termination provisions provided for in the agreement, as well as, governmental registrations and approvals, including the approval of the Transaction by the PBoC, and timing is uncertain. From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of the Company’s prices, rules, or policies or that the Company’s practices, prices, rules, policies, or customer agreements violate applicable law. In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue. Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
REVENUE | |
REVENUE | NOTE 13 – REVENUE The following table presents revenue recognized from contracts with customers as well as revenue from other sources, which consists of interest income: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Revenue recognized at a point in time $ 144,665 $ 134,394 $ 417,788 $ 395,400 Revenue recognized over time 2,954 9,477 23,228 29,267 Revenue from contracts with customers 147,619 143,871 441,016 424,667 Revenue from other sources 60,416 15,046 165,767 19,398 Total revenues $ 208,035 $ 158,917 $ 606,783 $ 444,065 NOTE 13 – REVENUE (continued): Based on the information provided to and reviewed by the Company’s Chief Operating Decision Maker (“CODM”), the Company believes that the nature, amount, timing, and uncertainty of its revenue and cash flows and how they are affected by economic factors are most appropriately depicted through its primary regional markets. The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source. Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Primary regional markets Greater China 1 $ 72,513 $ 50,162 $ 207,700 $ 139,988 Europe 2 42,378 33,019 122,698 92,516 Asia-Pacific 2 29,145 21,570 81,911 60,757 North America 3 22,358 21,843 73,935 62,637 South Asia, Middle East and North Africa 2 22,181 17,809 63,837 50,072 Latin America 2 19,460 14,514 56,702 38,095 Total revenues $ 208,035 $ 158,917 $ 606,783 $ 444,065 ________________________________________ (1) (2) (3) The United States is the Company’s country of domicile. Of North America revenues, the US represents $21,348 and $20,675 during the three months ended September 30, 2023 and 2022, respectively, and $70,919 and $58,985 during the nine months ended September 30, 2023 and 2022, respectively. |
TRANSACTION COSTS
TRANSACTION COSTS | 9 Months Ended |
Sep. 30, 2023 | |
TRANSACTION COSTS | |
TRANSACTION COSTS | NOTE 14 - TRANSACTION COSTS Composition of transaction costs, grouped by major classifications, is as follows: Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Bank and processor fees $ 22,410 $ 21,365 $ 64,303 $ 62,169 Network fees 4,959 3,160 12,956 10,094 Chargebacks and operational losses 550 1,624 2,300 2,906 Card costs 575 526 1,447 1,398 Capital advance costs, net of recoveries 1,826 987 4,795 2,093 Other 73 324 170 1,113 Total transaction costs $ 30,393 $ 27,986 $ 85,971 $ 79,773 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 15 – STOCK-BASED COMPENSATION Stock Options and RSUs The following table summarizes the options to purchase shares of common stock activity under the Company’s equity incentive plans for the nine months ended September 30, 2023: Options Outstanding at December 31, 2022 34,923,788 Granted — Exercised (5,783,739) Forfeited (571,598) Outstanding at September 30, 2023 28,568,451 Exercisable at September 30, 2023 26,144,542 The weighted average exercise price of the options outstanding as of September 30, 2023 was $2.13 per share. NOTE 15 – STOCK-BASED COMPENSATION (continued): The following table summarizes the RSUs activity under the Company’s equity incentive plans as of September 30, 2023: Units Outstanding December 31, 2022 25,853,581 Granted 16,389,704 Vested (6,231,080) Withhold to cover shares repurchased (823,274) Forfeited (2,847,718) Outstanding September 30, 2023 32,341,213 In the nine months ended September 30, 2023, the Company granted 15,489,704 RSUs under the Company’s Omnibus Stock Incentive Plan, which are subject to time-vesting and continued service conditions. In the same period, the Company granted an additional 900,000 RSUs under the same Plan, which are subject to time-vesting, continued service conditions and stock performance targets. In 2023, the Company started to withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its employee equity incentive plans in the United States. During the three and nine months ended September 30, 2023, the Company withheld 471,314 and 823,274 shares for $2,753 and $4,257, respectively. RSU vesting is shown net of this withholding on the condensed consolidated statements of shareholders’ equity and cash flows. Employee Stock Purchase Plan As of September 30, 2023, approximately 5,591,191 shares were reserved for future issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). The fair value attributable to the ESPP was $1,688 as of May 15, 2023, the beginning of the current offering period, and was measured using the Monte Carlo model. The current offering period is expected to close November 15, 2023. The expense associated with the ESPP recognized during the three and nine months ended September 30, 2023 was $844 and $2,746, respectively. The impact on the Company’s results of operations of recording stock-based compensation expense under the Company’s equity incentive plans, including the ESPP, were as follows: Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Other operating expenses $ 3,368 $ 2,626 $ 9,410 $ 8,289 Research and development expenses 3,053 2,779 10,034 7,380 Sales and marketing expenses 4,163 3,656 14,712 11,062 General and administrative expenses 4,746 4,464 14,273 11,592 Total stock-based compensation $ 15,330 $ 13,525 $ 48,429 $ 38,323 Note that $1,040 and $332 in stock-based compensation awards were capitalized as part of internal-use software during the three months ended September 30, 2023 and 2022, respectively, and $2,780 and $820 were capitalized during the nine months ended September 30, 2023 and 2022, respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 16 - INCOME TAXES The Company had an effective tax rate of 27.3% for the nine months ended September 30, 2023, compared to an effective tax rate of 144% for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, the difference between the Company’s effective tax rate and the U.S. federal statutory rate of 21% was the result of foreign income taxed at different rates, including the provision for uncertain tax positions, an increase in nondeductible expenses such as share-based compensation, and the release of the valuation allowance on deferred tax assets in the United States. NOTE 16 - INCOME TAXES (continued): The Company maintains a valuation allowance in jurisdictions where it is more likely than not that all or a portion of a deferred tax asset may not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings and the reversal of existing taxable temporary differences. During the nine months ended September 30, 2023, the Company recorded a release of $10,553 in respect of the valuation allowance applied on deferred tax assets recorded in the United States. The Company maintains a full valuation allowance on its deferred tax assets in Germany and maintains its previous conclusion that a valuation allowance on deferred tax assets in Israel is not necessary. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
NET EARNINGS (LOSS) PER SHARE | |
NET EARNINGS (LOSS) PER SHARE | NOTE 17 – NET EARNINGS (LOSS) PER SHARE The Company’s basic net earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings (loss) per share is the same as basic net earnings (loss) per share in periods when the effects of potentially dilutive shares of common shares are anti-dilutive. Basic and diluted net earnings (loss) per share attributable to common stockholders were calculated as follows: Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except share and per share data) Numerator: Net income (loss) $ 12,825 $ (26,452) $ 66,312 $ (1,819) Denominator: Weighted average common shares outstanding — Basic 357,429,113 349,740,787 361,206,439 345,359,986 Add: Dilutive impact of RSUs, ESPP and options to purchase common stock 23,678,424 — 27,721,456 — Dilutive impact of private Warrants 737,562 — 730,894 — Weighted average common shares – diluted 381,845,099 349,740,787 389,658,789 345,359,986 Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share $ 0.04 $ (0.08) $ 0.18 $ (0.01) Diluted earnings (loss) per share $ 0.03 $ (0.08) $ 0.17 $ (0.01) Note that 25,158,086 Public Warrants, 4,570,000 RSUs with market conditions, 30,000,000 Earn-Out Shares (as that term is defined in the Agreement and Plan of Reorganization dated February 3, 2021 (as amended) with FTAC Olympus Acquisition Corp.), 705,470 options to purchase common stock, and ESPP shares to be issued under the May 15, 2023 offering period have been excluded from the computation of diluted net earnings per share for the three and nine month periods ended September 30, 2023 as their effect was antidilutive, conditions were not met or they were not in the money as of the end of the reporting period. In the three and nine months ended September 30, 2022, 25,158,086 Public Warrants, 30,000,000 Earn-Out Shares, 30,228,328 and 31,006,169 options to purchase common stock, and 747,744 and 702,556 Private Warrants, respectively, were excluded for the same reason. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS Warehouse Facility As indicated in Note 8, the Company entered into a Warehouse Facility agreement with Lenders where a member of the Board of Directors has an interest. The Company has evaluated the relationship and determined that the Warehouse Facility agreement represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility agreement was reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company. The Company analyzed the terms of the Warehouse Facility agreement and concluded that the terms represent a transaction conducted at arm’s length. Spott Incredibles Technologies Ltd. Asset Acquisition As discussed in Note 6, On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. A member of the Board of Directors of the Company has an indirect interest within Spott and serves on its board. The Company evaluated the relationship and determined that the acquisition represents a related party transaction that has been entered into in the ordinary course of business. As such, the acquisition was reviewed and approved in accordance with the Company’s related party transaction approval process, and it was concluded that the terms represent a transaction conducted at arm’s length. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS In October 2023, in response to Hamas’ attack on Israel from the Gaza Strip, Israel declared war on Hamas. Despite the ongoing war, the Company has continued to operate its business and serve its customers around the world and, to date, its ability to support customers has not been materially impacted. The Company is monitoring the situation closely and benefits from its broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, the Company’s technology infrastructure has redundancy in place outside of Israel. Approximately 50% of the Company’s global employee base is located in Israel, including approximately 81% of the Company’s research and development resources. At this time, less than 10% of the Company’s Israeli workforce have been called to military reserve duty and the Company has contingencies in place to cover impacted roles and responsibilities. The evolving conflict is likely to impact economic activity in the region and could impact revenues from customers located in Israel. The Company’s revenue derived from customers based in Israel was insignificant for the three and nine months ended September 30, 2023, respectively, and is included within revenues from Europe in Note 13 to the condensed consolidated financial statements. The situation in the region remains highly uncertain and there is the possibility that the conflict could worsen or expand which could, in turn, further impact economic conditions in Israel and in the broader region. At this time, it is difficult to assess the impact the war may have on the Company’s results of operations. Any further escalation, expansion, or prolonged continuation of the ongoing conflict has the potential to impact the Company’s operations locally as well as the broader global economy and may have a material effect on the Company’s results of operations. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation, basis of presentation and accounting principles: | a. Principles of consolidation, basis of presentation and accounting principles: The accompanying condensed consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in an entity where the Company has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, the Company’s share of the investee’s results of operations is shown within Share in gains and losses of associated company on the condensed consolidated statements of comprehensive income (loss) and its investment balance as an investment in associated company on the condensed consolidated balance sheets. The consolidated interim financial information herein is unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2022 but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto of Payoneer Global Inc. and its subsidiaries. |
Use of estimates in the preparation of financial statements: | b. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and loss contingencies. |
Investment in associated company: | c. Investment in associated company: In July 2019, the Company, through its wholly-owned subsidiary Payoneer Research and Development Ltd., entered into an agreement for the establishment of a joint venture company in the People’s Republic of China (“PRC”). The objective of the joint venture was to apply for a local payment service provider license in accordance with PRC laws. The Company’s share in the Joint Venture was 46%, with the remaining ownership interest held by a local partner. Initial funds in the amount of $6,501 were contributed. The investment in the joint venture was presented as an investment in associated company in the Company’s consolidated balance sheets as the Company did not have control over the joint venture. In January 2023, the Company, through Payoneer Research and Development Ltd., acquired all remaining interests from other partners in the joint venture. As part of the agreement, the acquiring company assumed responsibility for all expenses and income incurred or earned through the date of acquisition related to the joint venture. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued): As substantially all of the fair value of the gross assets of the joint venture are concentrated in a group of similar assets (cash and cash equivalents and restricted deposits), the Company accounted for the transaction as an asset acquisition. As such, the Company’s basis in the acquired assets is valued at the amount of consideration transferred, as shown below. Consideration paid Cash 1 $7,961 Foreign exchange loss on payment 1 (100) Investment in associated company 6,429 Total $14,290 Assets acquired Cash and cash equivalents $6,957 Short-term restricted deposits 6,957 Prepaid assets 24 Tax receivable 59 Intangible assets 293 Total $14,290 Net cash inflow related to acquisition Cash and cash equivalents and restricted deposits acquired $13,914 Cash paid (7,961) Net cash inflow $5,953 ________________________________________ (1) The underlying assets of the joint venture were previously valued in CNY. Due to a timing difference of payment date and acquisition agreement settlement date, $100 of foreign exchange loss was recognized at the time of payment through other financial income (expense), net on the condensed consolidated statements of comprehensive income (loss). The Company acquired $59 in tax receivables which it does not expect to utilize. As such, these receivables were written-off subsequent to acquisition through general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). The Company also acquired $293 in intangible assets which were determined to have no use to the Company post-acquisition. As such, these assets were completely impaired through depreciation and amortization expenses in the condensed consolidated statements of comprehensive income (loss). |
Functional currency and translation: | d. Functional currency and translation: Prior to January 1, 2023, the Company had a foreign subsidiary that used the local currency of the respective country as its functional currency. As of January 1, 2023, this subsidiary has changed its functional currency to be that of the Company, the U.S. dollar, due to a shift in the subsidiary’s primary revenue streams, which are now substantially all from services provided to the Company. |
Treasury stock: | e. Treasury stock: The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction. When and if treasury stock is reissued, the Company applies the average cost method to determine the value of the reissued shares, and to the extent that it remains in an accumulated deficit position, recognizes any related gain or loss in additional paid-in capital. When and if the Company’s accumulated deficit becomes a retained earnings balance, it will credit gains on reissuances to additional paid-in capital and offset losses against historical gains. Losses in excess of historical gains will be recognized against retained earnings. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. |
Recently issued accounting pronouncements: | f. Recently issued accounting pronouncements: Financial Accounting Standards Board (“FASB”) standards adopted during 2023 In 2020, the FASB issued amended guidance that provides transitional relief for the accounting impact of reference rate reform. For a limited duration, this guidance provides optional expedients and exceptions for applying GAAP to certain contract modifications, hedging relationships, and other transactions that will be impacted by a reference rate expected to be discontinued due to reference rate reform. As of July 1, 2023, the Warehouse Facility (as defined in Note 8 below) replaced LIBOR with the Secured Overnight Financing Rate ("SOFR") plus .26161% as its benchmark rate (see Note 8 for further discussion). Adoption of this new guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of the Company's basis in acquired assets | Consideration paid Cash 1 $7,961 Foreign exchange loss on payment 1 (100) Investment in associated company 6,429 Total $14,290 Assets acquired Cash and cash equivalents $6,957 Short-term restricted deposits 6,957 Prepaid assets 24 Tax receivable 59 Intangible assets 293 Total $14,290 Net cash inflow related to acquisition Cash and cash equivalents and restricted deposits acquired $13,914 Cash paid (7,961) Net cash inflow $5,953 ________________________________________ (1) The underlying assets of the joint venture were previously valued in CNY. Due to a timing difference of payment date and acquisition agreement settlement date, $100 of foreign exchange loss was recognized at the time of payment through other financial income (expense), net on the condensed consolidated statements of comprehensive income (loss). |
CAPITAL ADVANCE ("CA") RECEIV_2
CAPITAL ADVANCE ("CA") RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
CAPITAL ADVANCE ("CA") RECEIVABLE | |
Schedule of purchased and collected principal amounts associated with Capital Advance (CA) receivables | During the nine months ended September 30, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CAs: Nine months ended September 30, 2023 2022 Beginning CA receivables, gross $ 42,466 $ 56,101 CA extended to customers 206,187 146,439 Change in revenue receivables 487 (129) CA collected from customers (191,157) (163,395) Charge-offs, net of recoveries (3,917) (2,059) Ending CA receivables, gross $ 54,066 $ 36,957 Allowance for CA losses (4,910) (3,629) CA receivables, net $ 49,156 $ 33,328 |
Schedule of current and overdue amounts of CAs | The outstanding gross balance at September 30, 2023 consists of the following current and overdue amounts: 1 ‑ 30 days 30 ‑ 60 60 ‑ 90 Above 90 Total Current overdue overdue overdue overdue $ 54,066 50,683 1,627 895 376 485 The outstanding gross balance at December 31, 2022 consists of the following current and overdue amounts: 1 ‑ 30 days 30 ‑ 60 60 ‑ 90 Above 90 Total Current overdue overdue overdue overdue $ 42,466 39,945 986 380 104 1,051 |
Schedule of current and overdue balances CAs that are segregated into the timing of expected collections | The following are current and overdue balances from above that are segregated into the timing of expected collections at September 30, 2023: Due in less Due in 30 ‑ 60 Due in 60 ‑ 90 Due in more Total Overdue than 30 days days days than 90 days $ 54,066 3,383 11,014 12,763 19,182 7,724 The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022: Due in less Due in 30 ‑ 60 Due in 60 ‑ 90 Due in more Total Overdue than 30 days days days than 90 days $ 42,466 2,521 7,354 12,553 14,427 5,611 |
Schedule of rollforward for the allowance for CA losses ("ALCAL") | Below is a rollforward for the allowance for CA losses (“ALCAL”): Nine months ended September 30, 2023 2022 Beginning balance $ 5,311 $ 2,426 Adjustment for adoption of ASC 326 — 2,505 Provisions 3,649 1,584 Recoveries (133) (827) Charge-offs (3,917) (2,059) Ending balance $ 4,910 $ 3,629 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
OTHER CURRENT ASSETS | |
Schedule of composition of other current assets | Composition of other current assets, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Prepaid expenses $ 18,657 $ 12,155 Income receivable 9,852 11,162 Prepaid income taxes 10,851 7,671 Other 2,893 5,290 Total other current assets $ 42,253 $ 36,278 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
Schedule of composition of property, equipment and software, grouped by major classifications | Composition of property, equipment and software, grouped by major classifications, is as follows: September 30, December 31, 2023 2022 Computers, software and peripheral equipment $ 36,562 $ 34,328 Leasehold improvements 9,911 9,741 Furniture and office equipment 4,679 4,418 Property, equipment and software 51,152 48,487 Accumulated depreciation (37,419) (34,095) Property, equipment and software, net $ 13,733 $ 14,392 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INTANGIBLE ASSETS | |
Schedule of composition of intangible assets, grouped by major classifications | September 30, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Internal use software $ 109,965 $ (49,178) $ 60,787 $ 75,195 $ (38,607) $ 36,588 Acquired developed technology 18,319 (8,234) 10,085 14,365 (5,509) 8,856 Intangible assets, net $ 128,284 $ (57,412) $ 70,872 $ 89,560 $ (44,116) $ 45,444 |
Schedule of expected future intangible asset amortization | Fiscal years 2023 (Excluding the nine months ended September 30, 2023) $ 7,087 2024 20,991 2025 15,982 2026 5,140 2027 and thereafter — Total $ 49,200 |
OTHER PAYABLES (Tables)
OTHER PAYABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
OTHER PAYABLES | |
Schedule of composition of other payables, grouped by major classifications | September 30, December 31, 2023 2022 Employee related compensation $ 56,251 $ 64,464 Commissions payable 23,346 12,159 Accrued expenses 9,819 10,001 Lease liability 7,731 8,360 Income tax payable 4,704 — Other 2,908 2,350 Total other payables $ 104,759 $ 97,334 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
OTHER LONG-TERM LIABILITIES | |
Summary of composition of other long-term liabilities, grouped by major classifications | September 30, December 31, 2023 2022 Reserves for uncertain tax positions $ 26,006 $ 21,048 Long-term lease liabilities 4,025 6,514 Severance pay liabilities 2,751 2,252 Other 18 17 Total other long-term liabilities $ 32,800 $ 29,831 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING CHARGES. | |
Schedule of restructuring costs | Severance and other employee termination benefits Other operating expenses $ 623 Research and development expenses 1,559 Sales and marketing expenses 2,029 General and administrative expenses 277 Total $ 4,488 |
Summary of the changes in the restructuring related liabilities | The following table is a summary of the changes in the restructuring related liabilities, included within the employee related compensation category of the other payables liability on the condensed consolidated balance sheets, associated with the Plan (in thousands): Balance as of June 30, 2023 $ — Restructuring charges accrued 4,488 Payments (3,614) Balance as of September 30, 2023 $ 874 |
WARRANTS AND SHAREHOLDERS' EQ_2
WARRANTS AND SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS. | |
Schedule of changes in fair value of warrant liabilities | Warrant Liability Fair value as of December 31, 2022 $ 25,914 Change in fair value (5,535) Fair value as of September 30, 2023 $ 20,379 Fair value as of December 31, 2021 $ 59,877 Change in fair value (28,932) Fair value as of September 30, 2022 $ 30,945 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
REVENUE | |
Schedule of revenue recognized from contracts with customers as well as revenue from other sources | Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Revenue recognized at a point in time $ 144,665 $ 134,394 $ 417,788 $ 395,400 Revenue recognized over time 2,954 9,477 23,228 29,267 Revenue from contracts with customers 147,619 143,871 441,016 424,667 Revenue from other sources 60,416 15,046 165,767 19,398 Total revenues $ 208,035 $ 158,917 $ 606,783 $ 444,065 |
Schedule of revenue disaggregated by primary geographical market | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Primary regional markets Greater China 1 $ 72,513 $ 50,162 $ 207,700 $ 139,988 Europe 2 42,378 33,019 122,698 92,516 Asia-Pacific 2 29,145 21,570 81,911 60,757 North America 3 22,358 21,843 73,935 62,637 South Asia, Middle East and North Africa 2 22,181 17,809 63,837 50,072 Latin America 2 19,460 14,514 56,702 38,095 Total revenues $ 208,035 $ 158,917 $ 606,783 $ 444,065 ________________________________________ (1) (2) (3) The United States is the Company’s country of domicile. Of North America revenues, the US represents $21,348 and $20,675 during the three months ended September 30, 2023 and 2022, respectively, and $70,919 and $58,985 during the nine months ended September 30, 2023 and 2022, respectively. |
TRANSACTION COSTS (Tables)
TRANSACTION COSTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
TRANSACTION COSTS. | |
Schedule of composition of transaction costs, grouped by major classifications | Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Bank and processor fees $ 22,410 $ 21,365 $ 64,303 $ 62,169 Network fees 4,959 3,160 12,956 10,094 Chargebacks and operational losses 550 1,624 2,300 2,906 Card costs 575 526 1,447 1,398 Capital advance costs, net of recoveries 1,826 987 4,795 2,093 Other 73 324 170 1,113 Total transaction costs $ 30,393 $ 27,986 $ 85,971 $ 79,773 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
Schedule of options to purchase shares of common stock activity under our equity incentive plans | Options Outstanding at December 31, 2022 34,923,788 Granted — Exercised (5,783,739) Forfeited (571,598) Outstanding at September 30, 2023 28,568,451 Exercisable at September 30, 2023 26,144,542 |
Schedule of RSUs activity | Units Outstanding December 31, 2022 25,853,581 Granted 16,389,704 Vested (6,231,080) Withhold to cover shares repurchased (823,274) Forfeited (2,847,718) Outstanding September 30, 2023 32,341,213 |
Schedule of stock-based compensation expense | Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Other operating expenses $ 3,368 $ 2,626 $ 9,410 $ 8,289 Research and development expenses 3,053 2,779 10,034 7,380 Sales and marketing expenses 4,163 3,656 14,712 11,062 General and administrative expenses 4,746 4,464 14,273 11,592 Total stock-based compensation $ 15,330 $ 13,525 $ 48,429 $ 38,323 |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET EARNINGS (LOSS) PER SHARE | |
Schedule of basic and diluted net earnings per share attributable to common stockholders | Three Months Ended Nine months ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except share and per share data) Numerator: Net income (loss) $ 12,825 $ (26,452) $ 66,312 $ (1,819) Denominator: Weighted average common shares outstanding — Basic 357,429,113 349,740,787 361,206,439 345,359,986 Add: Dilutive impact of RSUs, ESPP and options to purchase common stock 23,678,424 — 27,721,456 — Dilutive impact of private Warrants 737,562 — 730,894 — Weighted average common shares – diluted 381,845,099 349,740,787 389,658,789 345,359,986 Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share $ 0.04 $ (0.08) $ 0.18 $ (0.01) Diluted earnings (loss) per share $ 0.03 $ (0.08) $ 0.17 $ (0.01) |
SIGNIFICANT ACCOUNT POLICIES -
SIGNIFICANT ACCOUNT POLICIES - Investment in associated company (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Jan. 31, 2023 | Jul. 31, 2019 | |
Sharon Information Technology Shanghai and Shenzhen BaoLiJie, Ltc. | ||
Assets acquired | ||
Cash and cash equivalents | $ 6,957 | |
Short-term restricted deposits | 6,957 | |
Prepaid assets | 24 | |
Tax receivable | 59 | |
Intangible assets | 293 | |
Total | 14,290 | |
Sharon Information Technology Shanghai and Shenzhen BaoLiJie, Ltc. | ||
Consideration paid | ||
Cash | 7,961 | |
Foreign exchange loss on payment | (100) | |
Investment in associated company | 6,429 | |
Total | $ 14,290 | |
Peoples Republic of China ("PRC") [Member] | ||
Asset Acquisition [Line Items] | ||
Percentage of share in the Joint Venture | 46% | |
Initial funds contributed for establishment of joint venture | $ 6,501 |
SIGNIFICANT ACCOUNT POLICIES _2
SIGNIFICANT ACCOUNT POLICIES - Cash flows related to investment in associated company (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jul. 01, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | |
Net cash inflow related to acquisition | |||
Net cash inflow | $ 5,953 | ||
SOFR | |||
Net cash inflow related to acquisition | |||
Debt instrument, benchmark rate | 0.26161% | ||
Local partner | |||
Net cash inflow related to acquisition | |||
Cash and cash equivalents and restricted deposits acquired | $ 13,914 | ||
Cash paid | (7,961) | ||
Net cash inflow | $ 5,953 |
CAPITAL ADVANCE ("CA") RECEIV_3
CAPITAL ADVANCE ("CA") RECEIVABLES (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
CAPITAL ADVANCE ("CA") RECEIVABLE | |||
CA receivable, gross, beginning balance | $ 42,466 | $ 56,101 | |
CA extended to customers | 206,187 | 146,439 | |
Change in revenue receivables | 487 | (129) | |
CA collected from customers | (191,157) | (163,395) | |
Charge-offs, net of recoveries | (3,917) | (2,059) | |
CA receivable, gross, ending balance | 54,066 | 36,957 | |
Allowance for CA losses | (4,910) | (3,629) | $ (5,311) |
CA receivable, net, ending balance | $ 49,156 | $ 33,328 |
CAPITAL ADVANCE ("CA") RECEIV_4
CAPITAL ADVANCE ("CA") RECEIVABLES - current and overdue amounts (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 54,066 | $ 42,466 | $ 36,957 | $ 56,101 |
Current | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 50,683 | 39,945 | ||
1-30 days overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 1,627 | 986 | ||
30-60 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 895 | 380 | ||
60-90 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 376 | 104 | ||
Above 90 overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 485 | $ 1,051 |
CAPITAL ADVANCE ("CA") RECEIV_5
CAPITAL ADVANCE ("CA") RECEIVABLES - Timing of expected collections (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 54,066 | $ 42,466 | $ 36,957 | $ 56,101 |
Overdue | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 3,383 | 2,521 | ||
Due in less than 30 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 11,014 | 7,354 | ||
Due in 30-60 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 12,763 | 12,553 | ||
Due in 60-90 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | 19,182 | 14,427 | ||
Due in more than 90 days | ||||
Financing Receivable, Past Due [Line Items] | ||||
Total | $ 7,724 | $ 5,611 |
CAPITAL ADVANCE ("CA") RECEIV_6
CAPITAL ADVANCE ("CA") RECEIVABLES - Allowance for CA losses (ALCAL) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
ALCAL balance, beginning | $ 5,311 | $ 2,426 |
Provision for ALCAL | 3,649 | 1,584 |
Recoveries for ALCAL | (133) | (827) |
CA receivables charged off | (3,917) | (2,059) |
ALCAL balance, ending | $ 4,910 | 3,629 |
Adjustment for adoption of ASC 326 | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
ALCAL balance, ending | $ 2,505 | |
Minimum | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Percentage of loss rate to the allowance for CA losses | 1.59% | |
Maximum | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Percentage of loss rate to the allowance for CA losses | 1.86% |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
OTHER CURRENT ASSETS | ||
Prepaid expenses | $ 18,657 | $ 12,155 |
Income receivable | 9,852 | 11,162 |
Prepaid income taxes | 10,851 | 7,671 |
Other | 2,893 | 5,290 |
Total other current assets | $ 42,253 | $ 36,278 |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | $ 51,152 | $ 51,152 | $ 48,487 | ||
Accumulated depreciation | (37,419) | (37,419) | (34,095) | ||
Property, equipment and software, net | 13,733 | 13,733 | 14,392 | ||
Depreciation expense | 1,984 | $ 2,082 | 5,960 | $ 6,153 | |
Cost of certain long-lived assets disposed | 2,640 | ||||
Computers, software and peripheral equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | 36,562 | 36,562 | 34,328 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | 9,911 | 9,911 | 9,741 | ||
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | $ 4,679 | $ 4,679 | $ 4,418 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 02, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 128,284 | $ 128,284 | $ 89,560 | |||
Accumulated amortization | (57,412) | (57,412) | (44,116) | |||
Intangible assets net | 70,872 | 70,872 | 45,444 | |||
Amortization expense | 5,133 | $ 3,203 | 12,780 | $ 8,758 | ||
Spott Incredibles Technologies Ltd. ("Spott") | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
total consideration | $ 3,600 | |||||
Future payments contingent | $ 400 | |||||
Intangible assets will be amortized over a period | 3 years | |||||
Internal use software | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 109,965 | 109,965 | 75,195 | |||
Accumulated amortization | (49,178) | (49,178) | (38,607) | |||
Intangible assets net | 60,787 | 60,787 | 36,588 | |||
Impairment of intangible assets | $ 614 | $ 614 | ||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | Operating Expenses | ||||
Acquired developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 18,319 | 18,319 | 14,365 | |||
Accumulated amortization | (8,234) | (8,234) | (5,509) | |||
Intangible assets net | $ 10,085 | 10,085 | $ 8,856 | |||
Acquired intangibles | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of intangible assets | $ 293 | |||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses |
INTANGIBLE ASSETS - Future inta
INTANGIBLE ASSETS - Future intangible asset (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets net | $ 70,872 | $ 45,444 |
Capitalized internal use software not yet placed in service | 21,672 | |
Excluding capitalized internal use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 (Excluding the nine months ended September 30, 2023) | 7,087 | |
2024 | 20,991 | |
2025 | 15,982 | |
2026 | 5,140 | |
Intangible assets net | $ 49,200 |
OTHER PAYABLES (Details)
OTHER PAYABLES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
OTHER PAYABLES | ||
Employee related compensation | $ 56,251 | $ 64,464 |
Commissions payable | 23,346 | 12,159 |
Accrued expenses | 9,819 | 10,001 |
Lease liability | 7,731 | 8,360 |
Income tax payable | 4,704 | |
Other | 2,908 | 2,350 |
Total other payables | $ 104,759 | $ 97,334 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jul. 01, 2023 | Jun. 08, 2022 | Oct. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Outstanding balance associated with related party | $ 104,759 | $ 104,759 | $ 97,334 | |||||
Accrued expenses associated with related party | 32,800 | 32,800 | 29,831 | |||||
SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, benchmark rate | 0.26161% | |||||||
Receivables And Loan Security Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 100,000 | |||||||
Initial borrowing commitment | $ 25,000 | |||||||
Initial rate of value of underlying capital advance receivables outstanding | 80% | |||||||
Revolving maturity term | 36 months | |||||||
Additional payback period after revolving maturity date | 42 months | |||||||
Floating rate (in percent) | 0.25% | |||||||
Receivables And Loan Security Agreement | Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Expenses included in transaction cost | 437 | $ 384 | 1,294 | $ 942 | ||||
Outstanding balance associated with related party | 15,801 | 15,801 | 16,138 | |||||
Accrued expenses associated with related party | $ 150 | $ 150 | $ 153 | |||||
Receivables And Loan Security Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on floating rate | 10.50% | |||||||
Receivables And Loan Security Agreement | SOFR | Commitment amount equal to 25,000 | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on floating rate | 9% | |||||||
Receivables And Loan Security Agreement | SOFR | Commitment amount equal to 50,000 | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on floating rate | 7.75% | |||||||
Receivables And Loan Security Agreement | SOFR | Commitment amount equal to 75,000 | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on floating rate | 7.50% | |||||||
Receivables And Loan Security Agreement | SOFR | Commitment amount equal to 100,000 | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on floating rate | 7% |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
OTHER LONG-TERM LIABILITIES | ||
Reserves for uncertain tax positions | $ 26,006 | $ 21,048 |
Long-term lease liabilities | 4,025 | 6,514 |
Severance pay liabilities | 2,751 | 2,252 |
Other | 18 | 17 |
Total other long-term liabilities | $ 32,800 | $ 29,831 |
RESTRUCTURING CHARGES (Details)
RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
RESTRUCTURING CHARGES | ||
Percentage of reduction in workforce | 9% | |
Severance and other employee termination benefits | ||
RESTRUCTURING CHARGES | ||
Total | $ 4,488 | $ 4,488 |
Severance and other employee termination benefits | Other operating expenses | ||
RESTRUCTURING CHARGES | ||
Total | 623 | |
Severance and other employee termination benefits | Research and development expenses | ||
RESTRUCTURING CHARGES | ||
Total | 1,559 | |
Severance and other employee termination benefits | Sales and marketing expenses | ||
RESTRUCTURING CHARGES | ||
Total | 2,029 | |
Severance and other employee termination benefits | General and administrative expenses | ||
RESTRUCTURING CHARGES | ||
Total | $ 277 |
RESTRUCTURING CHARGES - Changes
RESTRUCTURING CHARGES - Changes in restructuring related liabilities (Details) - Severance and other employee termination benefits - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Changes in restructuring related liabilities | ||
Restructuring charges accrued | $ 4,488 | $ 4,488 |
Payments | (3,614) | |
Balance as of September 30, 2023 | $ 874 | $ 874 |
WARRANTS AND SHAREHOLDERS' EQ_3
WARRANTS AND SHAREHOLDERS' EQUITY - Share Repurchase Program and Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | May 07, 2023 | |
Equity [Abstract] | |||
Stock Repurchase Program, Authorized Amount | $ 80,000 | ||
Treasury Stock, Shares, Acquired | 2,738,092 | 6,939,117 | |
Treasury Stock, Value, Acquired, Cost Method | $ 15,034 | $ 34,759 | |
Shares Acquired, Average Cost Per Share | $ 5.47 | $ 4.99 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 45,379 | $ 45,379 |
WARRANTS AND SHAREHOLDERS' EQ_4
WARRANTS AND SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2023 USD ($) $ / shares shares |
WARRANTS. | |
Exercise price of warrants | $ / shares | $ 11.50 |
Warrants outstanding | shares | 25,158,086 |
Warrants outstanding amount | $ | $ 20,379 |
WARRANTS AND SHAREHOLDERS' EQ_5
WARRANTS AND SHAREHOLDERS' EQUITY - Changes in fair value of warrant liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
WARRANTS. | ||||
Fair value at beginning of period | $ 25,914 | $ 59,877 | ||
Change in fair value of Warrants | $ 7,799 | $ 15,095 | (5,535) | (28,932) |
Fair value at end of period | $ 20,379 | $ 30,945 | $ 20,379 | $ 30,945 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Payoneer Guangzhou | |
Loss Contingencies [Line Items] | |
Amount deposited in escrow account. | $ 4,000 |
CNBV and Bank of Mexico | |
Loss Contingencies [Line Items] | |
Maximum amount of exposure | 2,250 |
Deposit insurance provided by IPAB | $ 140 |
REVENUE - Revenue Recognized Fr
REVENUE - Revenue Recognized From Contracts With Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 147,619 | $ 143,871 | $ 441,016 | $ 424,667 |
Revenue from other sources | 60,416 | 15,046 | 165,767 | 19,398 |
Total revenues | 208,035 | 158,917 | 606,783 | 444,065 |
Revenue recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 144,665 | 134,394 | 417,788 | 395,400 |
Revenue recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 2,954 | $ 9,477 | $ 23,228 | $ 29,267 |
REVENUE - Primary Geographical
REVENUE - Primary Geographical Market (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 208,035 | $ 158,917 | $ 606,783 | $ 444,065 |
Greater China | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 72,513 | 50,162 | 207,700 | 139,988 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 42,378 | 33,019 | 122,698 | 92,516 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 22,358 | 21,843 | 73,935 | 62,637 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 29,145 | 21,570 | 81,911 | 60,757 |
South Asia, Middle East and North Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 22,181 | 17,809 | 63,837 | 50,072 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,460 | 14,514 | 56,702 | 38,095 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 21,348 | $ 20,675 | $ 70,919 | $ 58,985 |
TRANSACTION COSTS (Details)
TRANSACTION COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
TRANSACTION COSTS. | ||||
Bank and processor fees | $ 22,410 | $ 21,365 | $ 64,303 | $ 62,169 |
Network fees | 4,959 | 3,160 | 12,956 | 10,094 |
Chargebacks and operational losses | 550 | 1,624 | 2,300 | 2,906 |
Card costs | 575 | 526 | 1,447 | 1,398 |
Capital advance costs, net of recoveries | 1,826 | 987 | 4,795 | 2,093 |
Other | 73 | 324 | 170 | 1,113 |
Total transaction costs | $ 30,393 | $ 27,986 | $ 85,971 | $ 79,773 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock options | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Options to purchase shares of common stock activity | |
Outstanding at beginning of period | 34,923,788 |
Exercised | (5,783,739) |
Forfeited | (571,598) |
Outstanding at end of period | 28,568,451 |
Exercisable at end of period | 26,144,542 |
Weighted average exercise price | $ / shares | $ 2.13 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restricted stock units | ||
RSUs Units | ||
Outstanding at beginning of period | 25,853,581 | |
Granted | 16,389,704 | |
Vested | (6,231,080) | |
Forfeited | (2,847,718) | |
Withhold to cover shares repurchased | (471,314) | (823,274) |
Outstanding at end of period | 32,341,213 | 32,341,213 |
Withhold to cover shares repurchased, value | $ 2,753 | $ 4,257 |
Restricted stock units | Share-Based Payment Arrangement, Tranche One [Member] | ||
RSUs Units | ||
Granted | 15,489,704 | |
Restricted stock units subject to continued service conditions and market conditions | Share-Based Payment Arrangement, Tranche Two [Member] | ||
RSUs Units | ||
Granted | 900,000 |
STOCK BASED COMPENSATION - Empl
STOCK BASED COMPENSATION - Employee Stock Purchase Plan (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
ESPP expense recognized | $ 844 | $ 2,746 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares were reserved for future issuance | shares | 5,591,191 | 5,591,191 |
Fair value attributable to ESPP | $ 1,688 | $ 1,688 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 15,330 | $ 13,525 | $ 48,429 | $ 38,323 |
Capitalized amount in compensation costs | 1,040 | 332 | 2,780 | 820 |
Other operating expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 3,368 | 2,626 | 9,410 | 8,289 |
Research and development expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 3,053 | 2,779 | 10,034 | 7,380 |
Sales and marketing expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 4,163 | 3,656 | 14,712 | 11,062 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 4,746 | $ 4,464 | $ 14,273 | $ 11,592 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
INCOME TAXES | ||
Effective income tax rate | 27.30% | 144% |
U.S. federal statutory rate | 21% | |
Release of valuation allowance | $ 10,553 |
NET EARNINGS (LOSS) PER SHARE_2
NET EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) | $ 12,825 | $ (26,452) | $ 66,312 | $ (1,819) |
Denominator: | ||||
Weighted average common shares outstanding - Basic (in shares) | 357,429,113 | 349,740,787 | 361,206,439 | 345,359,986 |
Dilutive impact of RSUs, ESPP and options to purchase common stock | 23,678,424 | 27,721,456 | ||
Dilutive impact of warrants | 737,562 | 730,894 | ||
Weighted average common shares outstanding - Diluted | 381,845,099 | 349,740,787 | 389,658,789 | 345,359,986 |
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share | $ 0.04 | $ (0.08) | $ 0.18 | $ (0.01) |
Diluted earnings (loss) per share | $ 0.03 | $ (0.08) | $ 0.17 | $ (0.01) |
NET EARNINGS (LOSS) PER SHARE -
NET EARNINGS (LOSS) PER SHARE - Anti-Dilutive effect (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares | 705,470 | 30,228,328 | 705,470 | 31,006,169 |
Private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares | 747,744 | 702,556 | ||
RSUs with market conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares | 4,570,000 | 4,570,000 | ||
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares | 25,158,086 | 25,158,086 | 25,158,086 | |
Earn-Out Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares | 30,000,000 | 30,000,000 | 30,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Oct. 23, 2023 |
Subsequent Event [Line Items] | |
Percentage of global employee base located in Israel | 50% |
Percentage of global employee base located in israel relating to research and development resources | 81% |
Minimum work force of Israel called to military reserve duty | 10% |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 12,825 | $ (26,452) | $ 66,312 | $ (1,819) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Arnon Kraft | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | August 10, 2023 |
Aggregate Available | 106,411 |
Expiration Date | December 13, 2023 |
Itai Perry | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | August 23, 2023 |
Expiration Date | November 15, 2024 |