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應收款項和貸款擔保協議成員2021-10-280001845815支付寶：不包括資本化的內部使用軟件會員2024-09-300001845815srt：最小成員2024-01-012024-09-300001845815srt:最大成員2024-01-012024-09-300001845815srt：最小成員2023-01-012023-12-310001845815srt:最大成員2023-01-012023-12-3100018458152023-07-012023-07-010001845815PAYO：應收款項和貸款擔保協議會員2021-10-282021-10-280001845815srt:以前報告的情景會員2024-09-3000018458152023-12-3100018458152023-09-300001845815非關聯方成員2024-09-300001845815非關聯方成員2023-12-3100018458152024-09-252024-09-2500018458152024-08-012024-08-3100018458152024-09-092024-09-0900018458152024-09-300001845815PAYO：SkuadPte.Ltd會員2024-08-050001845815PAYO：SkuadPte.Ltd會員2024-08-052024-08-050001845815美國通用會計原則限制性股票單位累計成員payo: SkuadPte.Ltd成員2024-08-052024-08-0500018458152023-07-012023-09-300001845815payo：PayoneerGangzhouMember2023-10-012023-10-3100018458152023-01-012023-09-300001845815payo: Tsafi Goldman成員2024-09-300001845815payo：ScottGalitMember2024-09-300001845815payo: Itai Perry成員2024-09-300001845815payo: Tsafi Goldman成員2024-07-012024-09-300001845815payo: Scott Galit成員2024-07-012024-09-300001845815支付o：Itai Perry會員2024-07-012024-09-3000018458152024-07-012024-09-3000018458152024-10-3000018458152024-01-012024-09-30xbrli:股份iso4217:美元指數xbrli：純形iso4217:美元指數xbrli:股份payo：item

目錄

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​

​

美國

證券交易委員會

華盛頓特區 20549

表單 10-Q

☒  根據1934年《證券交易法》第13條或第15（d）條提交的季度報告

在截至的季度期間 9月30日 2024

或者

☐  根據1934年《證券交易法》第13或15（d）條提交的過渡報告

在從到的過渡期內.

Graphic

Payoneer Global Inc

（註冊人章程中規定的確切名稱）

特拉華

001-40547

86-1778671

（州或其他司法管轄區
公司）

（委員會文件號）

（美國國稅局僱主
識別碼）

​

百老匯 195 號，27th 地板
紐約, 紐約, 10007

​

​

（主要行政辦公室地址，
包括郵政編碼）

​

​

​

(212) 600-9272

​

註冊人的電話號碼，包括區號

不適用

（以前的姓名或以前的地址，如果自上次報告以來發生了變化）

​

根據該法第12（b）條註冊的證券：

​

每個課程的標題

    

交易符號

    

註冊的每個交易所的名稱

普通股，面值每股0.01美元

​

PAYO

​

納斯達克股票市場有限責任公司

​

​

用複選標記表明註冊人（1）在過去的12個月中（或註冊人需要提交此類報告的較短期限）是否提交了1934年《證券交易法》第13或15（d）條要求提交的所有報告，以及（2）在過去的90天中是否受此類申報要求的約束。

是的 ☒ 沒有 ☐

用複選標記表明註冊人是否在過去 12 個月內（或者在要求註冊人提交此類文件的較短時間內）以電子方式提交了根據第 S-T 法規（本章第 232.405 節）第 405 條要求提交的所有交互式數據文件。

是的 ☒ 沒有 ☐

用複選標記指明註冊人是大型加速申報人、加速申報人、非加速申報人、小型申報公司還是新興成長型公司。參見《交易法》第12b-2條中 「大型加速申報人」、「加速申報公司」、「小型申報公司」 和 「新興成長型公司」 的定義。

大型加速文件管理器 ☒

加速文件管理器 ☐

非加速文件管理器 ☐

規模較小的申報公司 ☐

新興成長型公司 ☐

​

​

如果是新興成長型公司，請用複選標記表明註冊人是否選擇不使用延長的過渡期來遵守根據《交易法》第13（a）條規定的任何新的或修訂後的財務會計準則。

☐

用複選標記表明註冊人是否爲空殼公司（定義見《交易法》第12b-2條）。

是的 ☐ 沒有 ☒

截至 2024 年 10 月 30 日，註冊人已經 356,613,483 已發行普通股。

​

​

​

目錄

​

全球貨幣支付公司Payoneer

10-Q表格

報告期截至2024年9月30日

目錄

​

​

​

​

​

​

第一部分 財務信息

4

​

​

項目1。基本報表（未經審核）

4

簡明合併資產負債表（未經審計）

5

簡明合併綜合利潤表（未經審計）

6

簡明合併股東權益變動表（未經審計）

7

簡明合併現金流量表（未經審計）

9

基本報表註釋(未經審計)

11

項目2. 管理層對財務狀況和業績的討論與分析

28

項目3.有關市場風險的定量和定性披露

36

項目4.控制和程序

37

​

​

第二部分 - 其他信息

38

​

​

項目1.法律訴訟

38

項目1A.風險因素

38

項目2. 未註冊的股權銷售和款項使用

38

項目3. 高級證券違約

38

項目4.礦山安全披露

39

項目5.其他信息

39

項目6.附件

39

簽名

40

​

​

​

2

目錄

前瞻性聲明的謹慎聲明

本季度10-Q報告，包括參考文獻中的信息，包含根據1995年《私人證券訴訟改革法》安全港規定的前瞻性陳述。此外，任何提到未來事件或情況的投射、預測或其他描述，包括任何基礎假設，皆爲前瞻性陳述。前瞻性陳述通常被識別爲「預計」、「出現」、「接近」、「相信」、「繼續」、「可能」、「估計」、「期望」、「預見」、「打算」、「可能」、「潛在」、「預測」、「計劃」、「可能」、「潛在」、「預測」、「請求」、「應該」等類似單詞和表達形式（或這些單詞或表達形式的否定版本），但這些單詞的缺失並不意味着陳述不是前瞻性的。

這些前瞻性聲明是基於Payoneer管理層的當前預期，並固有地面臨不確定性和情況的變化以及其潛在影響，並僅作爲該聲明的日期。不能保證未來的發展會符合預期。這些前瞻性聲明涉及多個風險、不確定性或其他假設，可能導致實際結果或績效與這些前瞻性聲明所表達或暗示的結果存在實質差異。這些風險和不確定性包括但不限於：（1）適用法律或法規的變化；（2）Payoneer可能受地緣政治事件和衝突（如以色列在地域地區的持續衝突）以及其他經濟、商業和/或競爭因素的不利影響；(3) 我們財務預測基礎假設的變化；（4）任何已知和/或未知的法律或監管程序的結果；以及（5）其他因素，詳述於Payoneer向美國證券交易委員會（「SEC」）提交的公開文件中討論和確認的「風險因素」部分。

如果這些風險或不確定性中的一個或多個發生，或Payoneer管理層所做的任何假設被證明是不正確的，實際結果可能與這些前瞻性陳述所預示的結果存在實質性差異。

有關本季度10-Q中討論並指認爲Payoneer或代表其行事的任何人所歸屬的事項的所有後續書面和口頭前瞻性陳述均受到本季度10-Q報告中包含或提及的警示性陳述的全面限制。除遵守適用法律或法規的範圍外，Payoneer不承諾更新這些前瞻性陳述以反映本季度10-Q報告發布之日後的事件或情況，或反映未預期的事件。

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3

目錄

第一部分 財務信息

PAYONEER GLOBAL INC.

2024年9月30日結束的季度報告

目錄

​

​

    

稱（未經審計）以千美元爲單位的壓縮合並財務報表：

簡明合併資產負債表（未經審計）

5

綜合收入簡明綜合報表（未經審計）

6

簡明合併股東權益變動表（未經審計）

​

7

簡明合併現金流量表（未經審計）

9

壓縮合並財務報表附註（未經審計）

​

11

​

​

​

4

目錄

PAYONEER GLOBAL INC.

​

簡化聯合財務報表（未經審計）

除SHARE和每股數據外，單位均爲千美元。

​

​

​

​

​

​

​

​

​

    

2021年9月30日

    

運營租賃負債：

​

​

2024

​

2023

資產：

 

​

  

 

​

  

流動資產：

 

​

  

 

​

  

現金及現金等價物

​

$

534,170

​

$

617,022

受限現金

​

 

4,994

​

 

7,030

客戶資金

​

 

5,560,767

​

 

6,390,526

應收賬款（扣除截至2023年12月31日的$407 2024年9月30日和$385 的壞賬準備）

​

 

13,529

​

 

7,980

預收資本款（扣除截至2023年12月31日的$6,094 於2024年9月30日和$5,059 在2023年12月31日

​

 

56,948

​

 

45,493

其他資產

​

 

78,880

​

 

40,672

總流動資產

​

 

6,249,288

​

 

7,108,723

非流動資產：

​

 

​

​

 

  

資產、設備及軟件淨額

​

 

14,469

​

 

15,499

商譽

​

 

76,094

​

 

19,889

無形資產, 淨額

​

 

99,915

​

 

76,266

客戶資金

​

​

525,000

​

​

—

受限現金

​

 

16,848

​

 

5,780

遞延所得稅

​

 

29,556

​

 

15,291

離職工人基金

​

 

828

​

 

840

經營租賃權使用資產

​

 

21,585

​

 

24,854

其他

​

 

17,591

​

 

15,977

資產總額

​

$

7,051,174

​

$

7,283,119

負債和股東權益：

​

 

​

​

 

  

流動負債:

​

 

​

​

 

  

交易應付款

​

$

45,118

​

$

33,941

優秀的運營餘額

​

 

6,085,767

​

 

6,390,526

關聯方短期債務（詳細信息請參閱附註12和21）

​

​

13,219

​

​

—

其他應付款項

​

 

118,482

​

 

117,508

流動負債合計

​

 

6,262,586

​

 

6,541,975

非流動負債:

​

 

​

​

 

  

與其他相關方的長期債務（更多信息請參閱附註12和21）

​

 

—

​

 

18,411

認股權負債

​

​

—

​

​

8,555

遞延所得稅

​

​

1,471

​

​

—

其他長期負債

​

 

59,243

​

 

49,905

負債合計

​

 

6,323,300

​

 

6,618,846

承諾和 contingencies（注意 15）

​

 

​

​

 

  

​

​

​

​

​

​

​

股東權益：

​

 

​

​

 

  

優先股，$0.00010.01每股面值，380,000,000 否 股份於2024年9月30日和2023年12月31日發行並未流通。

​

 

—

​

 

—

普通股，每股面值爲 $0.0001；0.01每股面值，3,800,000,000 和 3,800,000,000 390,633,432 和 368,655,185股份發行量爲356,575,542 和框架。有關詳細信息，請參閱UBS集團報酬報告357,590,493 於2024年9月30日和2023年12月31日分別擁有股份。

​

​

3,906

​

​

3,687

成本法下的庫藏股，34,057,890 和 11,064,692 截至2024年9月30日和2023年12月31日，分別爲 其餘SHARE。

​

​

(176,043)

​

​

(56,936)

額外實收資本

​

 

801,687

​

 

732,894

累計其他綜合收益(虧損)

​

 

10,547

​

 

(176)

1,102.0

​

 

87,777

​

 

(15,196)

股東權益合計

​

 

727,874

​

 

664,273

負債和股東權益總計

​

$

7,051,174

​

$

7,283,119

​

伴隨說明是壓縮的合併財務報表（未經審計）的一個組成部分。

​

5

目錄

PAYONEER GLOBAL INC.

​

簡明合併綜合收益表（未經審計）

除SHARE和每股數據外，單位均爲千美元。

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

三個月的結束時間

    

截至九個月結束

​

​

2021年9月30日

​

2021年9月30日

​

​

2024

    

2023

​

2024

    

2023

收入

​

$

248,274

​

$

208,035

​

$

715,977

​

$

606,783

​

​

​

​

​

​

​

​

​

​

​

​

​

交易費用（不包括下列單獨列示的折舊和攤銷費用，幷包括$401 和 $437 在2024年9月30日和2023年結束的三個月內，利息費用和與關聯方交易相關的費用分別爲$1,213 和 $1,294 在2024年9月30日和2023年結束的九個月內，分別爲$; 有關詳細信息，請參閱附註12和21

​

 

38,058

​

 

30,393

​

 

108,985

​

 

85,971

其他營業費用

​

 

44,892

​

 

40,301

​

 

126,417

​

 

120,923

研發費用

​

 

34,616

​

 

26,950

​

 

94,247

​

 

84,225

銷售及推廣費用

​

 

52,311

​

 

48,664

​

 

152,815

​

 

144,892

一般及管理費用

​

 

29,725

​

 

25,112

​

 

80,036

​

 

73,805

折舊和攤銷

​

 

13,510

​

 

7,116

​

 

33,630

​

 

19,064

營業費用總計

​

 

213,112

​

 

178,536

​

 

596,130

​

 

528,880

​

​

​

​

​

​

​

​

​

​

​

​

​

營業利潤

​

 

35,162

​

 

29,499

​

 

119,847

​

 

77,903

​

​

​

​

​

​

​

​

​

​

​

​

​

財務收益 (費用)：

​

 

​

​

 

​

​

 

​

​

 

​

權證公允價值變動的收益（損失）

​

​

-

​

​

(7,799)

​

​

2,767

​

​

5,535

warrants回購/贖回的損失

​

​

(14,746)

​

​

-

​

​

(14,746)

​

​

-

其他財務收入，淨額

​

​

1,674

​

​

1,137

​

​

5,397

​

​

7,805

淨財務收益（費用）

​

​

(13,072)

​

​

(6,662)

​

​

(6,582)

​

​

13,340

​

​

​

​

​

​

​

​

​

​

​

​

​

稅前收入

​

 

22,090

​

 

22,837

​

 

113,265

​

 

91,243

​

​

​

​

​

​

​

​

​

​

​

​

​

所得稅收益（費用）

​

 

19,484

​

​

(10,012)

​

​

(10,292)

​

​

(24,931)

​

​

​

​

​

​

​

​

​

​

​

​

​

淨收入

​

$

41,574

​

$

12,825

​

$

102,973

​

$

66,312

​

​

​

​

​

​

​

​

​

​

​

​

​

其他綜合收益

​

​

​

​

​

​

​

​

​

​

​

​

可供出售債券持有期間未實現收益，淨額

​

​

12,256

​

​

-

​

​

13,127

​

​

-

可供出售債務證券的未實現收益的稅收費用

​

​

(2,816)

​

​

-

​

​

(2,816)

​

​

-

現金流量套期交易未實現收益，淨額

​

​

1,168

​

​

-

​

​

503

​

​

-

106.15美元

​

​

(211)

​

​

-

​

​

(91)

​

​

-

其他綜合收益，扣除稅後

​

​

10,397

​

​

-

​

​

10,723

​

​

-

​

​

​

​

​

​

​

​

​

​

​

​

​

綜合收益

​

$

51,971

​

$

12,825

​

$

113,696

​

$

66,312

​

​

​

​

​

​

​

​

​

​

​

​

​

每股數據

​

 

​

​

 

​

​

 

​

​

 

​

歸屬於普通股股東的每股淨收益 - 基本每股收益

​

$

0.12

​

$

0.04

​

$

0.29

​

$

0.18

— 稀釋每股收益

​

$

0.11

​

$

0.03

​

$

0.27

​

$

0.17

​

​

​

​

​

​

​

​

​

​

​

​

​

加權平均流通在外的普通股—基本

​

 

357,297,824

​

 

357,429,113

​

 

357,631,049

​

 

361,206,439

加權平均普通股股數（按稀釋計算）

​

 

374,303,470

​

 

381,845,099

​

 

379,125,363

​

 

389,658,789

​

​

​

​

​

​

​

​

​

​

​

​

​

伴隨說明是壓縮的合併財務報表（未經審計）的一個組成部分。

​

6

目錄

PAYONEER GLOBAL INC.

​

壓縮的綜合股東權益變動表（未經審計）

千美元，除股份數據外

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

    

​

    

​

    

    

​

    

​

​

    

累積

    

留存收益

    

​

​

​

​

​

​

​

​

​

​

​

​

​

​

額外的

​

其他

​

盈餘公積

​

​

​

​

​

普通股

​

庫存股

​

實收資本

​

綜合

​

（累計

​

​

​

​

    

股份

    

數量

    

股份

    

數量

    

資本

    

收入（虧損）

    

收入/（虧損）

    

總費用

2024年6月30日餘額

​

382,998,980

​

$

3,830

​

(30,309,589)

​

$

(154,692)

​

$

773,888

​

$

150

​

$

46,203

​

$

669,379

行權期權和已歸屬稅款的已發行股票單位，與解決權益獎勵相關的已支付稅款淨額。

​

7,634,452

​

​

76

​

—

​

​

—

​

​

9,289

​

​

—

​

​

—

​

​

9,365

以股票爲基礎的報酬計劃

​

—

​

​

—

​

—

​

​

—

​

​

18,510

​

​

—

​

​

—

​

​

18,510

已回購普通股

​

—

​

​

—

​

(3,748,301)

​

​

(21,351)

​

​

—

​

​

—

​

​

—

​

​

(21,351)

可供出售債券持有期間未實現收益，淨額

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

12,256

​

​

—

​

​

12,256

可供出售債務證券的未實現收益的稅收費用

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,816)

​

​

—

​

​

(2,816)

現金流量套期交易未實現收益，淨額

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

1,168

​

​

—

​

​

1,168

106.15美元

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(211)

​

​

—

​

​

(211)

淨收入

​

—

 

​

—

 

—

 

​

—

 

​

—

 

​

—

 

​

41,574

 

​

41,574

2024年9月30日的餘額

​

390,633,432

​

$

3,906

​

(34,057,890)

​

$

(176,043)

​

$

801,687

​

$

10,547

​

$

87,777

​

$

727,874

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023年6月30日的餘額

​

363,252,231

​

$

3,632

​

(4,201,025)

​

$

(19,725)

​

$

697,258

​

$

(176)

​

$

(55,042)

​

$

625,947

行使期權和歸屬的限制性股票單位(RSUs)，淨額爲支付與解決權益獎勵相關的稅款

​

2,701,331

​

 

27

​

—

​

 

—

​

 

(1,959)

​

 

—

​

 

—

​

 

(1,932)

以股票爲基礎的報酬計劃

​

—

​

 

—

​

—

​

 

—

​

 

16,160

​

 

—

​

 

—

​

 

16,160

已回購普通股

​

—

​

​

—

​

(2,738,092)

​

​

(15,034)

​

​

—

​

​

—

​

​

—

​

​

(15,034)

淨收入

​

—

​

 

—

​

—

​

 

—

​

 

—

​

 

—

​

 

12,825

​

 

12,825

2023年9月30日餘額

​

365,953,562

​

$

3,659

​

(6,939,117)

​

$

(34,759)

​

$

711,459

​

$

(176)

​

$

(42,217)

​

$

637,966

​

伴隨說明是壓縮的合併財務報表（未經審計）的一個組成部分。

​

7

目錄

PAYONEER GLOBAL INC.

​

壓縮的綜合股東權益變動表（未經審計）

千美元，除股份數據外

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

    

​

    

​

    

    

​

    

​

​

    

累積

    

留存收益

    

​

​

​

​

​

​

​

​

​

​

​

​

​

​

額外的

​

其他

​

盈餘公積

​

​

​

​

​

普通股

​

庫存股

​

實收資本

​

綜合

​

（累計

​

​

​

​

    

股份

    

數量

    

股份

    

數量

    

資本

    

收入（虧損）

    

收入/（虧損）

    

總費用

2023年12月31日結餘爲

​

368,655,185

​

$

3,687

​

(11,064,692)

​

$

(56,936)

​

$

732,894

​

$

(176)

​

$

(15,196)

​

$

664,273

行使期權和歸屬的限制性股票單位(RSUs)，淨額爲支付與解決權益獎勵相關的稅款

​

21,280,984

​

​

212

​

—

​

​

—

​

​

16,556

​

​

—

​

​

—

​

​

16,768

以股票爲基礎的報酬計劃

​

—

​

​

​

​

—

​

​

—

​

​

48,988

​

​

—

​

​

—

​

​

48,988

ESPP股份發行

​

697,263

​

​

7

​

—

​

​

—

​

​

3,249

​

​

—

​

​

—

​

​

3,256

已回購普通股

​

—

​

​

—

​

(22,993,198)

​

​

(119,107)

​

​

—

​

​

—

​

​

—

​

​

(119,107)

可供出售債券持有期間未實現收益，淨額

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

13,127

​

​

—

​

​

13,127

可供出售債務證券的未實現收益的稅收費用

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,816)

​

​

—

​

​

(2,816)

現金流量套期交易未實現收益，淨額

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

503

​

​

—

​

​

503

106.15美元

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(91)

​

​

—

​

​

(91)

淨收入

​

—

 

​

—

 

—

 

​

—

 

​

—

 

​

—

 

​

102,973

 

​

102,973

2024年9月30日的餘額

​

390,633,432

​

$

3,906

​

(34,057,890)

​

$

(176,043)

​

$

801,687

​

$

10,547

​

$

87,777

​

$

727,874

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2022年12月31日結存餘額

​

352,842,025

​

$

3,528

​

—

​

$

—

​

$

650,433

​

$

(176)

​

$

(108,529)

​

$

545,256

行使期權、已獲授的限制性股票單元和授予的股份，減去與解決權益獎勵相關的支付稅金後的淨額

​

12,079,103

​

 

121

​

—

​

 

—

​

 

6,399

​

 

—

​

 

—

​

 

6,520

以股票爲基礎的報酬計劃

​

—

​

 

—

​

—

​

 

—

​

 

50,611

​

 

—

​

 

—

​

 

50,611

公司員工股票購買計劃（ESPP）發行的股份

​

1,032,434

​

​

10

​

—

​

​

—

​

​

4,016

​

​

—

​

​

—

​

​

4,026

已回購普通股

​

—

​

​

—

​

(6,939,117)

​

​

(34,759)

​

​

—

​

​

—

​

​

—

​

​

(34,759)

淨收入

​

—

​

 

—

​

—

​

 

—

​

 

—

​

 

—

​

 

66,312

​

 

66,312

2023年9月30日餘額

​

365,953,562

​

$

3,659

​

(6,939,117)

​

$

(34,759)

​

$

711,459

​

$

(176)

​

$

(42,217)

​

$

637,966

​

伴隨說明是壓縮的合併財務報表（未經審計）的一個組成部分。

​

​

​

​

​

8

目錄

PAYONEER GLOBAL INC.

​

未經審計的簡明合併現金流量表

千美元

​

​

​

​

​

​

​

​

    

截至九個月結束

​

​

2021年9月30日

​

​

2024

​

2023

經營活動產生的現金流量

 

​

  

 

​

  

淨收入

​

$

102,973

​

$

66,312

調整爲將淨利潤調節爲經營活動提供的淨現金流量：

​

 

​

​

 

  

折舊和攤銷

​

 

33,630

​

 

19,064

遞延所得稅

​

 

(17,073)

​

 

(12,024)

股權激勵支出

​

 

46,173

​

 

48,429

Warrants公允價值變動收益

​

​

(2,767)

​

​

(5,535)

warrants回購/贖回的損失

​

​

14,746

​

​

—

外幣重估（收益）損失

​

 

(109)

​

 

761

經營性資產和負債變動:

​

 

​

​

 

​

其他資產

​

 

(36,277)

​

 

(5,891)

交易應付款

​

 

8,904

​

 

(6,948)

遞延收入

​

 

808

​

 

1,206

2,687,823 

​

 

(1,255)

​

 

6,908

向客戶提供資本預付款

​

 

(260,435)

​

 

(207,075)

從客戶收到資本預付款

​

 

248,980

​

 

195,074

其他應付款項

​

 

(6,619)

​

 

(880)

其他長期負債

​

 

(3,667)

​

 

(1,429)

經營租賃權使用資產

​

 

9,802

​

 

7,262

投資利息和折價攤銷

​

​

(6,401)

​

​

—

其他

​

 

(374)

​

 

(3,906)

經營活動產生的現金流量淨額

​

 

131,039

​

 

101,328

​

​

​

​

​

​

​

投資活動產生的現金流量

​

 

  

​

 

  

購買固定資產、設備和軟件

​

 

(4,449)

​

 

(4,336)

內部使用軟件的資本化

​

 

(39,666)

​

 

(25,322)

關聯方資產收購

​

​

—

​

​

(3,600)

離職工資基金分配，淨

​

 

12

​

 

151

客戶流轉的資金淨額

​

 

(80,098)

​

 

(20,600)

購買可供出售的債務證券的投資

​

​

(1,255,686)

​

​

—

到期日和可供出售債務證券投資的銷售

​

​

214,000

​

​

—

購買定期存款投資

​

​

(600,000)

​

​

—

收購相關支付的現金淨額，扣除收購的現金和客戶資金（詳見附註3獲取更多信息）

​

​

(48,219)

​

​

​

收購合資公司剩餘股權的淨現金流入

​

​

—

​

​

5,953

投資活動產生的淨現金流出

​

 

(1,814,106)

​

 

(47,754)

​

​

​

​

​

​

​

籌資活動產生的現金流量

​

 

  

​

 

  

以與基於股票補償計劃有關的普通股發行所得款項，扣除與解決股權獎勵有關的已支付稅款以及將匯給員工的員工股權交易所得款項爲淨額

​

 

23,015

​

 

10,159

未清償的營業結餘爲淨額

​

 

(314,764)

​

 

(468,146)

在關聯方融資下借款（更多信息請參閱附註12和21）

​

​

15,120

​

​

19,309

相關方融資還款（詳見附註12和21的進一步信息）

​

​

(20,312)

​

​

(19,646)

Warrant repurchase/redemption（更多信息請參閱註釋14）

​

​

(19,534)

​

​

​

已回購普通股

​

​

(120,457)

​

​

(34,408)

籌集資金淨額

​

 

(436,932)

​

 

(492,732)

​

​

​

​

​

​

​

匯率變動對現金及現金等價物的影響

​

 

109

​

 

(662)

​

​

​

​

​

​

​

現金、現金等價物、受限現金和客戶資金的淨變動

​

 

(2,119,890)

​

 

(439,820)

期初現金、現金等價物、受限現金和客戶資金

​

 

7,018,367

​

 

6,386,720

期末現金、現金等價物、受限現金和客戶資金

​

$

4,898,477

​

$

5,946,900

不涉及現金流的投資和融資活動的補充信息：

​

 

​

​

 

  

已獲得但尚未付款的物業、設備和軟件

​

$

1,569

​

$

1,078

內部使用的軟件已資本化但尚未支付

​

$

6,271

​

$

12,119

普通股票已回購但尚未支付

​

$

150

​

$

350

以新經營租賃負債作爲交換所獲得的權利資產

​

$

6,533

​

$

4,398

​

​

9

目錄

PAYONEER GLOBAL INC.

​

壓縮的現金流量表（未經審計）（續）

千美元

​

下表將報告的現金、現金等價物、受限制的現金和客戶資金餘額與壓縮的現金流量表中相同金額之和協調一致：

​

​

​

​

​

​

​

​

​

截至9月30日，

​

    

2024

    

2023

現金及現金等價物

​

$

534,170

​

$

590,565

當前受限現金

​

​

4,994

​

​

2,872

非流動受限現金

​

 

16,848

​

 

6,518

當前客戶所有基金類型

​

​

5,560,767

​

​

5,370,466

非流動客戶基金

​

​

525,000

​

​

—

在簡明綜合資產負債表中顯示的客戶基金

​

 

6,085,767

​

 

5,370,466

減：過境客戶資金

​

​

(82,088)

​

​

(23,521)

減：投資可供出售債務證券的客戶資金

​

​

(1,061,214)

​

​

—

客戶基金投資於定期存款減少

​

​

(600,000)

​

​

—

壓縮的現金流量表中顯示的淨客戶資金

​

​

4,342,465

​

​

5,346,945

壓縮的現金流量表所顯示的現金、現金等價物、受限制現金和客戶資金的總額

​

$

4,898,477

​

$

5,946,900

​

伴隨說明是壓縮的合併財務報表（未經審計）的一個組成部分。

​

​

10

目錄

PAYONEER GLOBAL INC. （全球貨幣）

​

精簡合併財務報表註釋 (未審核)

千美元（除股份數據外）

​

NOTE 1 - GENERAL OVERVIEW

除非另有說明，「我們」、「我們的」、「我們的」、「Payoneer」和「公司」均指Payoneer Global Inc。

Payoneer成立於特拉華州，通過其多元化的跨境支付平台連接企業、專業人士、國家和貨幣，推動全球商業交易的實現。Payoneer通過降低跨境交易的複雜性及便捷實現跨境支付，從而幫助全球中小型企業（「SMB（S）」）開拓新的市場。Payoneer的服務客戶可以輕鬆地進行全球支付和收款。公司經營一系列服務，包括跨境支付、實體和虛擬萬事達卡、營運資金、風險管理及其他服務。完全託管的服務包括各種支付選項，無需進行大量整合，提供完整的後臺功能和客戶支持。

注 2 - 重要會計政策

a.    合併原則，報告基礎和會計原則：

所附合並財務報表按照美國普遍公認會計原則（以下簡稱「U.S. GAAP」）編制，幷包括Payoneer Global Inc.及其全資子公司的賬目，在合併時已經排除所有公司間的餘額和交易。

本合併中期財務信息未經審計；但是，此信息反映了所有調整（包括正常的、經常性的調整），在管理層的意見中，這些調整對於就中期結果作出公正報表是必要的。截至2024年9月30日的三個月和九個月的經營結果並不一定能反映出全年的預期結果。年末的簡表資產負債表數據來自於截至2023年12月31日的經審計財務報表，但沒有包含根據美國通用會計準則所要求的所有披露。這些未經審計的財務報表應與Payoneer Global Inc.及其子公司的經審計合併財務報表和相關注釋一同閱讀。

b.    財務報表編制中的估計使用:

按照美國通用會計準則編制財務報表需要管理層做出影響資產和負債數額以及在財務報表日期披露的預計資產和負債數額，在報告期間報告的收入和支出數額的估計和假設。實際結果可能與這些估計有所不同。涉及此類估計和假設的重要項目包括但不限於，資本預付款準備金、所得稅、商譽、收入確認、以股票爲基礎的補償、併購相關的無形資產和損失準備金。

c.    客戶資金和投資：

從2024年2月開始，公司將某些客戶資金投資於可供出售的債券。這些證券以公允價值報告，減去未攤銷的折價或溢價、應計利息、未實現的收益和損失，在公司簡明合併資產負債表的「客戶資金」中。未實現的收益和損失包括在其他綜合收益（損失）（「OCI」）中，扣除相關的預計稅項。有關這些證券的利息收入、任何折價或溢價的攤銷以及已實現的收益和損失在其他來源的收入中確認。在出售期間，任何先前在累積其他綜合收益（「AOCI」）中確認的未實現收益或損失將被反轉爲淨收入。債券的購買、到期和銷售被分類爲投資活動，因此在簡明合併現金流量表的現金、現金等價物、受限存款和客戶資金的基礎中排除。

公司根據交易日期覈算證券的購入和銷售，並在其他流動資產或其他應付款中確認任何相應的及時切割資產或負債。

11

目錄

PAYONEER 全球公司

​

簡明合併財務報表附註（未經審計）（續）

千美元（股票數據除外）

​

附註2 — 重要會計政策（續）：

從2024年6月開始，公司將某些客戶資金投資於定期存款工具。鑑於在存款協議期限內，公司提取餘額的能力受到限制，這些投資被記作限制性現金。利息收入在簡明合併綜合收益表中其他來源的收入中確認，餘額包含在客戶資金中，根據簡明合併資產負債表的到期日將其歸類爲流動資產或非流動資產。與上述債務證券投資類似，定期存款的購買和到期日被歸類爲投資活動，因此，不包括簡明合併現金流量表中的現金、現金等價物、限制性存款和客戶資金。

在截至2024年9月30日的季度中，公司在截至2024年6月30日的簡明合併資產負債表和截至2024年6月30日的六個月的現金流量表中分別發現了錯誤。具體而言，該公司錯誤地對美元進行了分類225,000 投資於期限超過一年的定期存款的客戶資金作爲簡明合併資產負債表上的當前客戶資金，包括所有美元300,000 以現金流量表上的現金、現金等價物、限制性存款和客戶資金爲基礎進行定期存款投資，而不是作爲投資現金流進行投資。

關於公司在截至2024年9月30日的季度中對這些錯誤的評估，管理層根據SaB第108號 「在量化本年度財務報表中的錯誤陳述時考慮上一年度錯誤陳述的影響」，確定這些調整對先前發佈的財務報表無關緊要。在截至2024年9月30日的簡明合併資產負債表和截至2024年9月30日的九個月的現金流量表中，公司正確列報了美元225,000 和 $300,000 根據前面各段所述的資產負債表和現金流量表處理方法，將客戶資金投資於定期存款。公司將在截至2025年6月30日的季度提交的10-Q表中修改截至2024年6月30日的六個月的現金流量表。這一錯誤對先前發佈的綜合收益簡明合併報表或股東權益變動簡明合併報表沒有影響，也沒有影響任何金融流動性契約。

在收購 Skuad Pte 之後。Ltd.（「Skuad」 ——有關更多信息，請參閱附註3），客戶資金還包括Skuad客戶存款，這些存款是在客戶關係完善時收取的，用於擔保未來的客戶工資義務。這些存款將在終止時發放給客戶。

d. 衍生品和套期保值

由於以新以色列謝克爾計價的運營費用，公司面臨外幣風險。爲了降低這種風險，該公司簽訂了外幣遠期合約和淨購買期權，以對沖與其在以色列的外國業務相關的外幣風險。該公司不將衍生金融工具用於交易或投機目的。

公司將衍生品指定爲預測交易（「現金流」 套期保值）或不符合對沖會計條件的衍生品的套期保值。要獲得套期會計待遇的資格，衍生品必須能夠高效地降低對沖項目的指定風險。對沖的有效性從一開始就經過正式評估，並貫穿套期保值關係的整個生命週期。公司通過將衍生工具的關鍵條款與對沖項目的預測現金流的關鍵條款進行比較來每季度評估衍生合約的有效性；如果關鍵條款相同，公司得出結論，對沖將完全有效。公司不將衍生工具公允價值變動的任何部分排除在對沖有效性評估之外。

如果衍生品符合現金流套期保值條件，則扣除適用稅款後，公允價值的變化將記錄在OCI中，然後在將標的套期保值項目計入收益時，將其重新歸類爲與套期保值風險敞口相同的綜合收益明細項目表。與指定爲現金流套期保值的衍生品相關的現金流在簡明合併現金流量表中以經營活動的現金流中列報。

未被指定爲套期保值的衍生品通過財務收入或支出按公允價值調整爲收益。與這些衍生品相關的現金流（如果有）以投資活動的現金流形式報告。

​

12

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

e.    Intangible assets:

As further discussed in Note 3 below, certain customer relationships and developed technology intangibles were acquired in the Skuad acquisition. These assets are amortized over the period of estimated useful life using the straight-line method and have estimated useful lives of 11.4 and 5 years, respectively. No significant residual value is estimated for intangible assets.

f.    Recently issued accounting pronouncements:

FASB Standards issued, but not adopted as of September 30, 2024

In 2023, the FASB issued guidance, ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). It also requires entities to disclose their income tax payments (net of refunds received) to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In 2023, the FASB issued guidance, ASU 2023-07, that requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the name and title of the chief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The new standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and must be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

NOTE 3 – BUSINESS COMBINATION

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”) and its subsidiaries, a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate globally. The transaction was accounted for in accordance with ASC 805, “Business Combinations”, using the acquisition method of accounting with Payoneer as the acquirer.

The following table summarizes the fair value of the consideration transferred:

​

​

​

​

Cash

$

61,099

Contingent consideration

​

5,283

Extinguishment of pre-existing receivable

​

1,000

Settlement of unvested acquiree stock-based compensation awards

​

315

Total

$

67,697

​

Cash transferred was funded with cash on hand.

The contingent consideration was in the form of a $9,709 earn-out subject to meeting certain performance criteria such as revenue and volume for eighteen months post-close, and achievement of certain business goals within twelve months post-close. The fair value of the contingent consideration recognized on the acquisition date of $5,283 was estimated using estimates of probability of each outcome and the Option Pricing Model (“OPM”), except for with respect to the integration plan target, which is not exposed to systemic risk. Refer to Note 7 below for details on changes in the fair value of the contingent consideration since acquisition.

13

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 3 – BUSINESS COMBINATION (continued):

The consideration transferred included settlement of a receivable on Payoneer's books, related to commercial payments activities that occurred prior to the closing of the business combination with Skuad, which is now an intercompany relationship eliminated in consolidation. No gain or loss was recognized on settlement.

The settlement of unvested acquiree stock-based compensation awards relates to unvested Skuad stock options which were cancelled upon acquisition and either replaced with Payoneer Restricted Stock Units (“RSUs”) or not replaced and settled in cash. Replacement awards included 90,000 RSUs which were measured at fair value based on the grant date share price. Additionally, the Company committed to grant 1,870,577 RSUs valued at $10,364, which are subject to ratable quarterly vesting contingent on future services and continued employment of the Skuad founder and shall be expensed over a remaining service period of up to three years.

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed:

​

​

​

​

Cash and cash equivalents and restricted deposits

$

3,875

Customer funds

​

9,005

Accounts receivable

​

4,294

Tax indemnification asset

​

1,240

Customer relationships intangible asset

​

6,683

Developed technology intangible asset

​

2,354

Other assets

​

1,499

Trade payables

​

(1,514)

Outstanding operating balances

​

(9,005)

Deferred tax liabilities, net

​

(1,373)

Uncertain tax positions

​

(1,240)

Other payables

​

(4,326)

Total identifiable net assets

$

11,492

Goodwill

$

56,205

Total

$

67,697

​

The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to the significant synergies expected to arise from the acquisition, including enhancement of Payoneer’s comprehensive and integrated financial stack. We do not expect goodwill to be deductible for income tax purposes.

Payoneer recognized an indemnification asset in the amount of $1,240 related to uncertain tax positions of the acquiree. Payoneer is fully indemnified by the sellers for the full amount of the position.

Due to Skuad’s insignificant size relative to the Company, Payoneer is not providing supplemental pro forma financial information for the current and prior reporting periods. During the three and nine months ended September 30, 2024, Payoneer incurred acquisition-related costs of $2,940 and $4,693, respectively, which were included in general and administrative expenses on the condensed consolidated statements of comprehensive income.

The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, and tax estimates may occur as additional information becomes available throughout the measurement period, which will not exceed 12 months from the date of the acquisition.

​

​

14

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 4 – 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, 2024 and 2023, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30, 

​

​

2024

​

2023

Beginning CA receivables, gross

​

$

50,552

​

$

42,466

CA extended to customers

​

​

260,353

​

​

206,187

Change in revenue receivables

​

​

82

​

​

487

CA collected from customers

​

​

(245,143)

​

​

(191,157)

Charge-offs, net of recoveries

​

​

(2,802)

​

​

(3,917)

Ending CA receivables, gross

​

$

63,042

​

$

54,066

Allowance for CA losses

​

 

(6,094)

​

 

(4,910)

CA receivables, net

​

$

56,948

​

$

49,156

​

The outstanding gross balance at September 30, 2024 consists of the following current and overdue amounts:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1‑30 days

    

30‑60

    

60‑90

​

Above 90

Total

​

Current

​

overdue

​

overdue

​

overdue

​

overdue

$

63,042

​

59,507

​

2,010

​

761

​

279

​

485

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

1‑30 days

    

30‑60

    

60‑90

    

Above 90

Total

    

Current

    

overdue

    

overdue

    

overdue

    

overdue

$

50,552

 

47,332

 

1,977

 

692

 

276

 

275

​

​

The following are current and overdue balances from above that are segregated into the timing of expected collections at September 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Due in less

​

Due in 30‑60

​

Due in 60‑90

​

Due in more

Total

    

Overdue

    

than 30 days

    

days

    

days

    

than 90 days

$

63,042

​

3,535

​

13,530

​

13,132

​

24,280

​

8,565

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Due in less

​

Due in 30‑60

​

Due in 60‑90

    

Due in more

Total

    

Overdue

    

than 30 days

    

days

    

days

    

than 90 days

$

50,552

 

3,220

 

10,841

 

13,696

 

17,462

 

5,333

​

As of September 30, 2024 and December 31, 2023, the Company applied a range of loss rates to the CA portfolio of 1.58% to 1.85% for the allowance for CA losses.

15

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES (continued):

​

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

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

September 30, 

​

​

2024

​

2023

Beginning balance

​

$

5,059

​

$

5,311

Provisions

​

​

4,496

​

​

3,649

Recoveries

​

​

(659)

​

​

(133)

Charge-offs

​

​

(2,802)

​

​

(3,917)

Ending balance

​

$

6,094

​

$

4,910

​

​

​

NOTE 5 – CUSTOMER FUNDS AND INVESTMENTS

​

The Company has invested certain customer funds in available-for-sale debt securities and term deposits. The following table summarizes the assets underlying customer funds as of September 30, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

September 30, 

​

December 31,

​

2024

​

2023

Cash and cash equivalents

$

4,424,553

​

$

6,390,526

Available-for-sale debt securities

​

1,061,214

​

​

—

Term deposits

​

75,000

​

​

—

Total current customer funds

$

5,560,767

​

$

6,390,526

Term deposits

​

525,000

​

​

—

Total non-current customer funds

$

525,000

​

$

—

Total customer funds

$

6,085,767

​

$

6,390,526

​

As of September 30, 2024, the estimated fair value of the available-for-sale debt securities included $10,311 in unrealized gains, net of tax.

​

During the period ended September 30, 2024, the Company did not sell any available-for-sale debt securities or incur any realized gains or losses.

​

As of September 30, 2024, $286,400 of the Company’s available-for-sale debt securities were due to mature within one year or less, and $774,814 were due to mature between one and five years.

​

​

​

​

​

​

​

​

​

​

​

​

16

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 6 – DERIVATIVES AND HEDGING

​

The table below summarizes the gross notional amount and fair value of outstanding derivative instruments at September 30, 2024. No derivative instruments were outstanding at December 31, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

Balance Sheet Location

​

Notional Amount

​

Fair Value

Derivative assets designated as hedge accounting instruments:

​

​

​

​

​

​

​

​

Foreign currency forwards

​

Other Current Assets

​

$

52,265

​

$

507

Foreign currency net purchased options

​

Other Current Assets

​

​

4,053

​

​

1

Total derivative assets

​

​

​

$

56,318

​

$

508

Derivative liabilities designated as hedge accounting instruments:

​

​

​

​

​

​

​

​

Foreign currency net purchased options

​

Other payables

​

$

8,098

​

$

5

Total derivative liabilities

​

​

​

$

8,098

​

$

5

​

During the three and nine months ended September 30, 2024, the Company recognized $793 and $20 in unrealized gains, net of tax, on derivative instruments designated as cash flow hedges in OCI, respectively.

As of September 30, 2024, the Company estimated that $503 of unrealized gains related to cash flow hedges currently included in AOCI are expected to be reclassified into earnings within the next 12 months. As of September 30, 2024, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is 9 months. During the three and nine months ended September 30, 2024, the Company did not discontinue any cash flow hedges because it was probable that the original forecasted transaction would not occur and as such, did not reclassify any gains or losses to earnings prior to the occurrence of the hedged transaction.

​

​

NOTE 7 – FAIR VALUE

​

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2024

​

Level 1

​

Level 2

​

Level 3

​

Total

U.S. Treasury Securities (included within Customer funds)

$

1,061,214

​

$

—

​

$

—

​

$

1,061,214

Derivative assets (included within Other current assets)

​

​

​

​

​

​

​

​

​

​

​

Foreign currency forwards

$

—

​

$

507

​

$

—

​

$

507

Foreign currency net purchased options

​

—

​

​

1

​

​

—

​

​

1

Total derivative assets

$

—

​

$

508

​

$

—

​

$

508

Total financial assets

$

1,061,214

​

$

508

​

$

—

​

$

1,061,722

Derivative liabilities (included within Other payables)

​

​

​

​

​

​

​

​

​

​

​

Foreign currency net purchased options

$

—

​

$

5

​

$

—

​

$

5

Total derivative liabilities

$

—

​

$

5

​

$

—

​

$

5

Skuad acquisition earnout liability

$

—

​

$

—

​

$

5,452

​

$

5,452

Total financial liabilities

$

—

​

$

5

​

$

5,452

​

$

5,457

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

Level 1

​

Level 2

​

Level 3

​

Total

Warrant liability

$

8,555

​

$

—

​

$

—

​

$

8,555

​

​

​

​

17

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 7 – FAIR VALUE (continued):

​

The Company’s derivative instruments are valued using pricing models that take into account the contract terms and relevant currency rates.

As of September 30, 2024 and December 31, 2023, the fair values of the Company's cash, cash equivalents, customer funds (other than the portion consisting of available-for-sale debt securities), restricted cash, accounts receivable, capital advance receivables, accounts payable, outstanding operating balances, and short and long-term debt approximated the carrying values of these instruments presented in the Company's consolidated balance sheets because of their nature. The fair value of short and long-term debt, when carrying value does not approximate fair value, is determined using Level 3 unobservable inputs and assumptions by the Company.

​

In the three months ended September 30, 2024, the Company recognized a liability for contingent consideration related to the Skuad acquisition, and recognized $169 in loss related to the change in the fair value of the liability since the acquisition date, included within General and administrative expenses on the condensed consolidated statements of comprehensive income. Refer to Note 3 above for additional details around valuation.

​

NOTE 8 - OTHER CURRENT ASSETS

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

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2024

​

2023

Prepaid expenses

​

$

22,032

​

$

16,656

Income receivable

​

 

22,116

​

 

12,844

Prepaid income taxes

​

 

27,695

​

 

8,136

Derivative assets

​

​

508

​

​

—

Other

​

 

6,529

​

 

3,036

Total Other current assets

​

$

78,880

​

$

40,672

​

​

NOTE 9 – PROPERTY, EQUIPMENT AND SOFTWARE

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

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2024

​

2023

Computers, software and peripheral equipment

​

$

40,661

​

$

39,453

Leasehold improvements

​

 

8,665

​

 

9,678

Furniture and office equipment

​

 

6,201

​

 

5,674

Property, equipment and software

​

 

55,527

​

 

54,805

Accumulated depreciation

​

 

(41,058)

​

 

(39,306)

Property, equipment and software, net

​

$

14,469

​

$

15,499

​

Depreciation expense for the three months ended September 30, 2024 and 2023 was $2,108 and $1,984, respectively, and $6,314 and $5,960 for the nine months ended September 30, 2024 and 2023, respectively.

During the three and nine months ended September 30, 2024, the Company retired computers, software, and peripheral equipment with a cost of $2,844 and $4,562, respectively, that were fully depreciated. 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.

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

As discussed in Note 3 above, during the three months ended September 30, 2024, the Company recognized $56,205 in goodwill related to the Skuad acquisition.

18

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS (continued):

Intangibles

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

September 30, 2024

    

December 31, 2023

​

​

Gross Carrying Value

​

Accumulated Amortization

​

Net Carrying Value

​

Gross Carrying Value

​

Accumulated Amortization

​

Net Carrying Value

Internal use software

​

$

162,244

​

$

(77,150)

​

$

85,094

​

$

122,001

​

$

(54,804)

​

$

67,197

Acquired developed technology

​

 

20,269

​

 

(11,966)

​

 

8,303

​

 

17,915

​

 

(8,846)

​

 

9,069

Customer relationships

​

​

6,683

​

​

(165)

​

​

6,518

​

​

—

​

​

—

​

​

—

Intangible assets, net

​

$

189,196

​

$

(89,281)

​

$

99,915

​

$

139,916

​

$

(63,650)

​

$

76,266

​

Amortization expense for the three months ended September 30, 2024 and 2023 was $10,019 and $5,133, respectively, and $25,927 and $12,780 for the nine months ended September 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024, the Company recognized $1,383 in impairment related to abandoned internal use software assets which were fully impaired. In the nine months ended September 30, 2024, the Company recognized $1,389 in impairment, which relates to the impairment described above and an insignificant amount of additional impairment related to other intangible assets. During the nine months ended September 30, 2023, the Company recognized $293 in impairment of intangibles acquired through the acquisition of the remaining interest in a previous joint venture and an insignificant amount of additional impairment related to other intangible assets. The impairment is presented under Depreciation and amortization expenses in the condensed consolidated statements of comprehensive income.

Expected future intangible asset amortization as of September 30, 2024, excluding capitalized internal use software of $20,103 not yet placed in service as of that date, was as follows:

​

​

​

​

​

Fiscal years

​

​

  

2024 (Excluding the nine months ended September 30, 2024)

​

$

9,922

2025

​

​

35,877

2026

​

​

23,767

2027

​

​

5,009

2028 and thereafter

​

​

5,237

Total

​

$

79,812

​

​

NOTE 11 - OTHER PAYABLES

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

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2024

​

2023

Employee related compensation

​

$

72,126

​

$

67,837

Commissions payable

​

 

17,402

​

 

23,695

Accrued expenses

​

 

14,141

​

 

12,358

Lease liability

​

 

6,758

​

 

7,171

Income tax payable

​

​

2,746

​

​

2,410

Derivative liabilities

​

​

5

​

​

—

Current portion of Skuad acquisition earnout liability

​

​

462

​

​

—

Other

​

 

4,842

​

 

4,037

Total Other payables

​

$

118,482

​

$

117,508

​

​

19

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 12 – 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 21 for further information regarding related party considerations.

In accordance with the Warehouse Facility, 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 is limited to Borrower's assets, and no other Payoneer entity guarantees repayment by the Borrower.

The Warehouse Facility 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 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 was entered into. The Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company will repay all outstanding Warehouse Facility borrowings in accordance with the Warehouse Facility by the Facility Maturity Date of April 28, 2025.

The Company recorded expenses, included in transaction costs, in the total amount of $401 and $437 for the three months ended September 30, 2024 and 2023, respectively, and $1,213 and $1,294 for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the outstanding associated balance was $13,219, included within short-term debt on the consolidated balance sheets, with $128 of accrued expenses included in Other payables. The outstanding balance was reclassified from long-term to short-term debt during the three months ended June 30, 2024 as the facility and all related borrowings became due within one year as of June 30, 2024. As of December 31, 2023, the outstanding associated balance was $18,411, included within long-term debt on the consolidated balance sheets, with $168 of accrued expenses included in Other payables.

The Warehouse Facility 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, 2024 and December 31, 2023, the Company was in compliance with all applicable covenants.

As of September 30, 2024 and December 31, 2023, 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.

​

20

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 13 – OTHER LONG-TERM LIABILITIES

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

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2024

​

2023

Reserves for uncertain income tax positions

​

$

29,729

​

$

24,793

Long-term lease liabilities

​

 

16,520

​

 

17,836

Other tax provisions

​

​

5,802

​

​

5,202

Severance pay liabilities

​

 

2,202

​

 

2,056

Non-current portion of Skuad acquisition earnout liability

​

​

4,990

​

​

—

Other

​

 

—

​

 

18

Total other long-term liabilities

​

$

59,243

​

$

49,905

​

​

​

​

NOTE 14 – 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, including any applicable excise tax. On December 7, 2023, the Board of Directors authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250,000, including the amount that remained available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization, and any applicable excise tax. The amended authorization expires on December 31, 2025.

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.

During the three and nine months ended September 30, 2024, the Company repurchased 3,748,301 and 22,993,198 shares of its common stock for $21,351 and $119,107 at a weighted average cost of $5.67 and $5.16 per share, respectively. During the three and nine months ended September 30, 2023, the Company repurchased 2,738,092 and 6,939,117 shares of its common stock for $15,034 and $34,759 at a weighted average cost of $5.47 and $4.99 per share, respectively. As of September 30, 2024, a total of $121,537 remained available for future repurchases of the Company’s common stock under the program.

Warrants

The Company had publicly traded warrants that were assumed upon the closing of the business combination with FTAC Olympus Acquisition Corp. in June 2021, and were exercisable for shares of the Company’s common stock. Warrants were only exercisable for a whole number of shares at an exercise price of $11.50 and would expire on June 25, 2026, or earlier, if redeemed. In September 2024, the Company completed a tender offer (the “Offer”) to repurchase all outstanding Warrants, at $0.78 per Warrant. Concurrently with the Offer, the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding Warrants to amend the agreement governing the Warrants (the “Warrant Agreement”) to permit the Company to redeem all Warrants that remained outstanding after the completion of the Offer for $0.70 per Warrant in cash, without interest.

​

​

21

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 14 – WARRANTS AND SHAREHOLDERS’ EQUITY (continued):

The Offer expired on September 9, 2024 (the “Expiration Date”), in accordance with its terms. 24,030,937 Warrants were validly tendered and not validly withdrawn from the Offer representing approximately 95.5% of the then-outstanding Warrants. These Warrants were repurchased for $0.78 per Warrant, or $18,744 in total, with a $13,217 loss recognized upon repurchase, which is the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024. On September 10, 2024, the Company issued a notice of redemption to redeem all remaining untendered and outstanding Warrants for $0.70 per Warrant as of September 25, 2024. These Warrants were redeemed for $0.70 per Warrant, or $789 in total, with a $530 loss recognized upon repurchase, which is the result of the premium paid above the valuation of the Warrants as of the latest revaluation date of June 30, 2024. The Company also incurred approximately $1,000 in expenses associated with the transaction, which are included in loss on warrant repurchase/redemption in the condensed consolidated statements of comprehensive income.

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

​

​

​

​

​

​

    

Warrant 

​

​

Liability

Fair value as of December 31, 2023

​

$

8,555

Change in fair value

​

​

(2,767)

Repurchase and redemption

​

 

(5,788)

Fair value as of September 30, 2024

​

$

—

​

​

​

​

Fair value as of December 31, 2022

​

$

25,914

Change in fair value

​

​

(5,535)

Fair value as of September 30, 2023

​

$

20,379

​

​

Accumulated Other Comprehensive Income (Loss)

The changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three and nine months ended September 30, 2024 were as follows. There were no changes in other comprehensive income (loss) in the three or nine months ended September 30, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2024

​

​

Foreign currency translation adjustments

​

Unrealized gains on available-for-sale debt securities

​

Unrealized gains (losses) on cash flow hedges

​

Total

Beginning balance

​

$

(176)

​

$

871

​

$

(545)

​

$

150

Other comprehensive income before reclassifications

​

​

—

​

​

9,440

​

​

793

​

​

10,233

Amount of loss reclassified from AOCI

​

​

—

​

​

—

​

​

164

​

​

164

Net current period other comprehensive income

​

 

—

​

 

9,440

​

 

957

​

 

10,397

Ending balance

​

$

(176)

​

$

10,311

​

$

412

​

$

10,547

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

​

Foreign currency translation adjustments

​

Unrealized gains on available-for-sale debt securities

​

Unrealized gains on cash flow hedges

​

Total

Beginning balance

​

$

(176)

​

$

—

​

$

—

​

$

(176)

Other comprehensive income before reclassifications

​

​

—

​

​

10,311

​

​

20

​

​

10,331

Amount of loss reclassified from AOCI

​

​

—

​

​

—

​

​

392

​

​

392

Net current period other comprehensive income

​

 

—

​

 

10,311

​

 

412

​

 

10,723

Ending balance

​

$

(176)

​

$

10,311

​

$

412

​

$

10,547

​

22

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 15 – 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”). 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.

​

​

​

​

​

​

​

23

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 16 – REVENUE

​

The following table presents revenue recognized from contracts with customers as well as revenue from other sources:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

 

Nine months ended September 30, 

​

    

2024

    

2023

    

2024

​

2023

Revenue recognized at a point in time

​

$

179,641

​

$

144,665

​

$

510,188

​

$

417,788

Revenue recognized over time

​

 

719

​

 

537

​

​

1,873

​

​

16,265

Revenue from contracts with customers

​

$

180,360

​

$

145,202

​

$

512,061

​

$

434,053

Interest income on customer balances

​

$

65,162

​

$

60,416

​

$

196,251

​

$

165,767

Capital advance income

​

​

2,752

​

​

2,417

​

​

7,665

​

​

6,963

Revenue from other sources

​

$

67,914

​

$

62,833

​

$

203,916

​

$

172,730

Total revenues

​

$

248,274

​

$

208,035

​

$

715,977

​

$

606,783

​

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, 

​

    

2024

    

2023

    

2024

    

2023

Primary regional markets

 

​

  

 

​

  

​

​

​

​

​

​

Greater China1

​

$

85,111

​

$

72,513

​

$

250,908

​

$

207,700

Europe2

​

​

48,666

​

​

42,378

​

​

137,730

​

​

122,698

Asia-Pacific2

​

​

37,770

​

​

29,145

​

​

107,360

​

​

81,911

North America3

​

 

25,162

​

 

22,358

​

 

70,970

​

​

73,935

South Asia, Middle East and North Africa2

​

​

26,809

​

​

22,181

​

​

76,648

​

​

63,837

Latin America2

​

​

24,756

​

​

19,460

​

​

72,361

​

​

56,702

Total revenues

​

$

248,274

​

$

208,035

​

$

715,977

​

$

606,783

(1)

Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan.

(2)

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

(3)

The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $24,030 and $21,348 during the three months ended September 30, 2024 and 2023, respectively, and $67,600 and $70,919 during the nine months ended September 30, 2024 and 2023, respectively.

​

​

NOTE 17 - TRANSACTION COSTS

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Three Months Ended

​

Nine months ended

​

​

September 30, 

 

September 30, 

​

    

2024

    

2023

    

2024

    

2023

Bank and processor fees

​

$

26,823

​

$

22,410

​

$

76,678

​

$

64,303

Network fees

​

 

6,241

​

 

4,959

​

​

16,957

​

​

12,956

Capital advance costs, net of recoveries

​

 

1,405

​

 

1,826

​

​

4,927

​

​

4,795

Chargebacks and operational losses

​

​

2,978

​

​

550

​

​

8,554

​

​

2,300

Card costs

​

 

454

​

 

575

​

​

1,560

​

​

1,447

Other

​

 

157

​

 

73

​

​

309

​

​

170

Total transaction costs

​

$

38,058

​

$

30,393

​

$

108,985

​

$

85,971

​

​

24

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 18 – 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, 2024:

​

​

​

​

​

​

Options

Outstanding at December 31, 2023

 

27,788,279

Granted

 

1,070,000

Exercised

 

(14,246,546)

Forfeited

 

(387,442)

Outstanding at September 30, 2024

​

14,224,291

Exercisable at September 30, 2024

​

12,604,110

​

The weighted average exercise price of the options outstanding as of September 30, 2024 was $2.67 per share.

The following table summarizes the RSUs activity under the Company’s equity incentive plans as of September 30, 2024:

​

​

​

​

​

    

Units

Outstanding December 31, 2023

 

30,743,366

Granted

 

13,587,835

Vested

 

(7,034,438)

Withhold to cover shares repurchased

​

(1,501,837)

Forfeited

 

(4,868,134)

Outstanding September 30, 2024

 

30,926,792

​

In the nine months ended September 30, 2024, the Company granted a total of 13,587,835 RSUs, out of which 11,717,258 RSUs were granted under the Company’s Omnibus Stock Incentive Plan.

Additionally, 1,870,577 RSUs not granted under the Company’s Omnibus Stock Incentive Plan were granted in connection with the Skuad acquisition in August 2024.

All RSUs granted are subject to time-vesting and continued service conditions.

The Company withholds 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, 2024, the Company withheld 353,158 and 1,501,837 shares for $2,307 and $8,304, respectively. 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.

The Company collects cash from proceeds from certain international employees’ sales of common stock. The amount is held in a Company bank account until it is remitted to the employees. Due to the restrictions on the use of the funds in the bank account, we have classified the amount as short-term restricted cash, and a corresponding liability is included in Other payables in the condensed consolidated balance sheets. As of September 30, 2024, $2,990 of such funds were held.

Employee Stock Purchase Plan

As of September 30, 2024, approximately 4,072,744 shares were reserved for future issuance under the Company’s Employee Stock Purchase Plan (“ESPP”). The fair value attributable to the ESPP was $1,134 as of May 15, 2024, 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, 2024.

The expense associated with the ESPP recognized during the three and nine months ended September 30, 2024 was $567 and $1,678, respectively.

25

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 18 – STOCK-BASED COMPENSATION (continued):

Impact on Results of Operations

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, 

​

    

2024

    

2023

    

2024

    

2023

Other operating expenses

​

$

4,389

​

$

3,368

​

$

10,158

​

$

9,410

Research and development expenses

​

 

3,835

​

 

3,053

​

​

8,305

​

​

10,034

Sales and marketing expenses

​

 

4,198

​

 

4,163

​

​

12,825

​

​

14,712

General and administrative expenses

​

 

5,008

​

 

4,746

​

​

14,885

​

​

14,273

Total stock-based compensation

​

$

17,430

​

$

15,330

​

$

46,173

​

$

48,429

​

Note that $765 and $1,040 in stock-based compensation awards were capitalized as part of internal-use software during the three months ended September 30, 2024 and 2023, respectively, and $2,500 and $2,780 were capitalized during the nine months ended September 30, 2024 and 2023, respectively.

​

NOTE 19 - INCOME TAXES

The Company’s provision for income taxes in the interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the period.

The Company had an effective tax rate of 9.1% and 27.3% for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, the difference between the Company’s effective tax rate and the U.S. federal statutory rate of 21% was the result of a benefit under U.S. tax law for income earned from foreign customers, provision to return adjustments, and deductible U.S. and foreign share-based compensation. 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 taxes and uncertain tax positions.

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. As of September 30, 2024, 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 the United States and Israel is not necessary.

​

NOTE 20 – NET EARNINGS PER SHARE

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

26

Table of Contents

PAYONEER GLOBAL INC.

​

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

​

NOTE 20 – NET EARNINGS PER SHARE (continued):

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Three Months Ended

​

Nine months ended

​

​

September 30, 

 

September 30, 

​

    

2024

    

2023

    

2024

    

2023

​

 

(In thousands, except share and per share data)

Numerator:

 

​

  

 

​

  

​

​

​

​

​

​

Net income

​

$

41,574

​

$

12,825

​

$

102,973

​

$

66,312

Denominator:

​

 

  

​

 

  

​

​

  

​

​

  

Weighted average common shares outstanding —

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

357,297,824

​

​

357,429,113

​

​

357,631,049

​

​

361,206,439

Add:

​

​

​

​

​

​

​

​

​

​

​

​

Dilutive impact of RSUs, ESPP and options to purchase common stock

​

​

16,222,829

​

​

23,678,424

​

​

20,759,274

​

​

27,721,456

Dilutive impact of private warrants

​

​

782,817

​

​

737,562

​

​

735,040

​

​

730,894

Weighted average common shares – diluted

​

​

374,303,470

​

​

381,845,099

​

​

379,125,363

​

​

389,658,789

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

​

$

0.12

​

$

0.04

​

$

0.29

​

$

0.18

Diluted earnings per share

​

$

0.11

​

$

0.03

​

$

0.27

​

$

0.17

​

Note that for both the three and nine month periods ended September 30, 2024, 3,590,000 RSUs with market conditions, 15,000,000 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.) and 1,521,963 options to purchase common stock have been excluded from the computation of diluted net earnings per share as their effect was antidilutive, conditions were not met or they were not in the money as of the end of the reporting period. For the three and nine month periods ended September 30, 2024, 2,866,158 and 3,913,995 RSUs, respectively, have been excluded for the same reason. In both the three and nine months ended September 30, 2023, 25,158,086 public Warrants, 4,570,000 RSUs with market conditions, 30,000,000 Earn-Out Shares, 705,470 options to purchase common stock, and ESPP shares to be issued under the May 15, 2023 offering period were excluded for the same reason.

​

NOTE 21 – RELATED PARTY TRANSACTIONS

Warehouse Facility

As indicated in Note 12, the Company entered into a Warehouse Facility 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 represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility 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 and concluded that the terms represent a transaction conducted at arm’s length. The Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company will repay all outstanding borrowings in accordance with the Warehouse Facility by the Facility Maturity Date of April 28, 2025.

NOTE 22 – SUBSEQUENT EVENTS

None.

​

​

​

27

Table of Contents

PAYONEER GLOBAL INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer’s financial stack makes it easier for millions of SMBs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our financial stack provides a full suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, and includes services such as working capital and the provision of data-driven insights. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses around the world can serve and transact with their overseas customers, suppliers, vendors, customers and contractors, and partners as if they were local.

We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, to make a purchase or to withdraw the funds locally. For our Business to Business (“B2B”) and Direct to Consumer (“DTC”) customers, we also in certain circumstances generate revenue on their AR, such as when they invoice a customer or collect payments via their webstore. Additionally, given the high interest rate environment, interest earned on customer funds held on our platform has been a significant source of revenue. Our long-term strategy is centered on growing the number of customers on our platform who fit our ideal customer profile, namely – those who are customers that have on average over $500 a month in volume and were active over the trailing twelve-month period, and on increasing the revenue we earn from each customer. We believe that successful execution of this strategy will drive revenue growth as (i) adding new customers who meet our ideal customer profile, improving retention, and increasing our product offerings to capture more wallet share will drive greater ad valorem volume of transactions processed through the Payoneer platform; and (ii) introducing new products and services and increasing customer adoption of additional products and services will improve our monetization of customers over time. Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information.

Our customers have trusted the Payoneer platform to process $20.4 billion and $16.3 billion in volume in the three months ended September 30, 2024 and 2023, respectively, and $57.6 billion and $47.0 billion in volume in the nine months ended September 30, 2024 and 2023, respectively.

Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations, increase new customer growth and make acquisitions to accelerate our ability to deliver more value to customers around the world.

28

Table of Contents

PAYONEER GLOBAL INC.

​

Key Developments and Trends

Impact of the war in Israel

In October 2023, in response to Hamas’ attack on Israel from the Gaza Strip, Israel declared war on Hamas. Concurrently, hostilities between Israel and Hezbollah ensued at the Israeli northern border and have intensified over the past few months. Israel recently launched a limited ground operation in southern Lebanon in response to the ongoing hostilities, and the geopolitical instability in the region continued to escalate with direct attacks involving the Islamic Republic of Iran and its proxies in the region. Despite the ongoing war, we have continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We are monitoring the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 55% of our global employee base is located in Israel, including approximately 78% of our research and development resources. At this time, an insignificant portion of our Israeli workforce have been called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.

The evolving conflict is likely to continue to impact economic activity in the region and could impact revenues from customers located in Israel. Our revenue derived from customers based in Israel was insignificant for the three and nine months ended September 30, 2024 and is included within revenues from Europe in Note 16 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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 our future results of operations. Any further escalation, expansion, or prolonged continuation of the ongoing conflict has the potential to impact our operations as well as to negatively impact the broader global economy and may have a material effect on our results of operations.

Impact of the war in Ukraine

During 2022, a geopolitical and armed conflict between Ukraine and Russia, which developed into an ongoing war, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We have developed and implemented a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. During 2022, we ceased to provide services to customers in Russia and have limited our payment services to Belarus customers, while at the same time revenues in Ukraine have remained relatively stable. For the three and nine months ended September 30, 2024, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.

Macroeconomic Conditions

Macroeconomic conditions, including geopolitical and other global events, that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and the current conflicts between Israel and Hamas, Hezbollah, the Islamic Republic of Iran and its other proxies in the region, and disruptions and instability in the banking sector, may impact our customers, providers, banking partners and ultimately the amount of volume processed on our platform which may affect our results of operations. In 2023, we saw a significant increase in the interest income revenue we earn on our customer funds as the U.S. Federal Reserve raised the target benchmark interest rate by 525 basis points to a high of 525 to 550 basis points by August 2023. On September 18, 2024, the U.S. Federal Reserve cut the benchmark interest rate by 50 basis points to a target range of 475 to 500 basis points, and while there remains uncertainty as to the timing and magnitude of future interest rate changes, we do expect to see a negative impact on our revenue from declining interest rates over the medium-term. In response to this expectation, as of September 30, 2024, we have invested a total of $1,661 million of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates.

​

​

​

29

Table of Contents

PAYONEER GLOBAL INC.

​

Mergers & Acquisitions

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (or “Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally.

In 2023, we entered into an agreement to acquire a licensed China-based payment service provider to support Payoneer’s China business. We also acquired the assets of a real-time data platform to support underwriting decisions in our working capital business.

We believe there are additional opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver additional value to more customers more quickly by supplementing our organic product development with targeted acquisitions that add new capabilities or deeper geographic penetration.

Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

​

​

Nine months ended

​

​

 

​

​

September 30, 

​

Increase/

​

September 30, 

​

Increase/

 

​

    

2024

    

2023

    

(Decrease)

    

2024

    

2023

    

(Decrease)

 

​

​

(in thousands except percentages)

​

Revenues

​

$

248,274

​

$

208,035

 

19

%  

$

715,977

​

$

606,783

 

18

%

Transaction costs

​

 

38,058

​

 

30,393

 

25

%  

 

108,985

​

 

85,971

 

27

%

Other operating expenses

​

 

44,892

​

 

40,301

 

11

%  

 

126,417

​

 

120,923

 

5

%

Research and development expenses

​

 

34,616

​

 

26,950

 

28

%  

 

94,247

​

 

84,225

 

12

%

Sales and marketing expenses

​

 

52,311

​

 

48,664

 

7

%  

 

152,815

​

 

144,892

 

5

%

General and administrative expenses

​

 

29,725

​

 

25,112

 

18

%  

 

80,036

​

 

73,805

 

8

%

Depreciation and amortization

​

 

13,510

​

 

7,116

 

90

%  

 

33,630

​

 

19,064

 

76

%

Total operating expenses

​

​

213,112

​

​

178,536

​

19

%

​

596,130

​

​

528,880

​

13

%

Operating income

​

​

35,162

​

​

29,499

​

19

%

​

119,847

​

​

77,903

​

54

%

Financial income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gain (loss) from change in fair value of Warrants

​

​

—

​

​

(7,799)

​

**

%

​

2,767

​

​

5,535

​

(50)

%

Loss on Warrant repurchase/redemption

​

​

(14,746)

​

​

—

​

**

%

​

(14,746)

​

​

—

​

**

%

Other financial income, net

​

​

1,674

​

​

1,137

​

47

%

​

5,397

​

​

7,805

​

(31)

%

Financial income (expense), net

​

 

(13,072)

​

 

(6,662)

 

96

%  

 

(6,582)

​

 

13,340

 

**

%

Income before taxes on income

​

​

22,090

​

​

22,837

​

(3)

%  

​

113,265

​

​

91,243

​

24

%

Tax benefit (expense) on income

​

​

19,484

​

​

(10,012)

​

**

%  

​

(10,292)

​

​

(24,931)

​

(59)

%

Net income

​

$

41,574

​

$

12,825

 

224

%  

$

102,973

​

$

66,312

 

55

%

**not meaningful

​

Revenues

Revenues were $248.3 million and $716.0 million for the three and nine months ended September 30, 2024, an increase of $40.2 million and $109.2 million, or 19% and 18%, respectively, compared to the prior-year period, driven by continued adoption of our high value services, certain monetization initiatives, ongoing growth in high value regions, and growth in the number of customers on our platform. The remaining increase was driven by an increase of $4.7 million and $30.4 million, for the three and nine months ended September 30, 2024 respectively, in interest income earned on customer balances resulting from modestly higher interest rates and an increase in customer balances held on our platform compared to the prior-year periods.

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Transaction costs

Transaction costs were $38.1 million for the three months ended September 30, 2024, an increase of $7.7 million, or 25%, compared to the prior-year period, partially due to an increase in chargebacks and other operational losses of $2.4 million. Excluding the impact of these non-volume related costs, transaction costs increased by $5.3 million or 18%, while volume increased by 25% compared to the prior year period. Transaction costs grew at a lower rate than volume due to improved commercial terms with our network partners, internal platform optimizations, and the scale benefits of increased transaction volumes.

Transaction costs were $109.0 million for the nine months ended September 30, 2024, an increase of $23.0 million, or 27%, compared to the prior-year period, partially due to an increase in chargebacks and other operational losses of $6.3 million. Excluding the impact of these non-volume related costs, transaction costs increased by $16.7 million or 21%, while volume increased by 23% compared to the prior year period. Transaction costs grew at a lower rate than volume due to improved commercial terms with our banking partners, internal platform optimizations, and the scale benefits of increased transaction volumes.

Other operating expenses

Other operating expenses were $44.9 million for the three months ended September 30, 2024, an increase of $4.6 million, or 11%, compared to the prior-year period, driven by an increase of $4.5 million in information technology expenses and an increase of $1.8 million in ongoing regulatory reserves, partially offset by a decrease of $1.9 million in third-party contractor and consulting expenses.

Other operating expenses were $126.4 million for the nine months ended September 30, 2024, an increase of $5.5 million, or 5%, compared to the prior-year period, driven by an increase of $10.6 million in information technology expenses partially offset by a decrease of $5.0 million in employee compensation, benefits and other employee-related expenses primarily due to a decrease in employee headcount and a decrease of $2.2 million in third-party contractor and consulting expenses.

Research and development expenses

Research and development expenses were $34.6 million for the three months ended September 30, 2024, an increase of $7.7 million, or 28%, compared to the prior-year period, driven by an increase of $5.6 million in employee compensation, benefits and other employee-related expenses in line with an increase in employee headcount and an increase of $0.9 million in information technology expenses.

Research and development expenses were $94.2 million for the nine months ended September 30, 2024, an increase of $10.0 million, or 12%, compared to the prior-year period, driven by an increase of $13.5 million in employee compensation, benefits and other employee-related expenses in line with an increase in employee headcount and an increase of $3.4 million in information technology expenses, partially offset by an increase of $6.9 million in employee compensation costs capitalized as internal use software in connection with ongoing investments in our platform infrastructure.

Sales and marketing expenses

Sales and marketing expenses were $52.3 million for the three months ended September 30, 2024, an increase of $3.6 million, or 7%, compared to the prior-year period, driven by an increase of $4.1 million in expenditures on certain direct marketing efforts, partially offset by a decrease of $1.0 million in marketplace partner commissions.

Sales and marketing expenses were $152.8 million for the nine months ended September 30, 2024, an increase of $7.9 million, or 5%, compared to the prior-year period, driven by an increase of $9.2 million in expenditures on certain direct marketing efforts and an increase of $1.2 million in information technology expenses, partially offset by a decrease of $3.5 million in employee compensation, benefits and other employee-related expenses primarily due to a decrease in employee headcount.

General and administrative expenses

General and administrative expenses were $29.7 million for the three months ended September 30, 2024, an increase of $4.6 million, or 18%, compared to the prior-year period, driven by an increase of $2.9 million in employee compensation, benefits and other employee-related expenses primarily due to an increase in employee headcount and an increase of $1.5 million in M&A related expenses.

General and administrative expenses were $80.0 million for the nine months ended September 30, 2024, an increase of $6.2 million, or 8%, compared to the prior-year period, driven by an increase of $4.5 million in M&A related expenses and an increase of $2.6 million in third-party contractor and consulting expenses.

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Depreciation and amortization expenses

Depreciation and amortization expenses were $13.5 million and $33.6 million for the three and nine months ended September 30, 2024, an increase of $6.4 million and $14.6 million, or 90% and 76%, respectively, compared to the prior-year period, mainly driven by an increase in amortization of internal use of software, as well as $1.4 million of impairment related to abandoned internal use software assets in the three months ended September 30, 2024 which did not occur in the prior year period.

Financial income and expense, net

Financial expense, net was $13.1 million for the three months ended September 30, 2024, an increase of $6.4 million, or 96%, compared to the prior-year period, primarily driven by a loss on the warrant repurchase/redemption transaction which was $6.9 million higher than the loss recognized on changes in fair value of the warrant liability in the prior year period.

Financial expense, net was $6.6 million for the nine months ended September 30, 2024, an increase of $19.9 million, or 149%, compared to the $13.3 million in income recognized in the prior-year period, primarily driven by a loss from the warrant repurchase and redemption transaction that was $17.5 million higher than the gain recognized in the prior year period related to the change in the fair value of warrants, as well as a $7.0 million increase in loss on revaluation of foreign currency balances. These drivers were partially offset by an increase of $4.2 million in interest income on corporate cash balances.

Income tax

Income tax benefit was $19.5 million for the three months ended September 30, 2024, a change of $29.5 million compared to the $10.0 million expense recognized in the prior year period. This change was primarily driven by (i) a benefit of $17.6 million in the three months ended September 30, 2024 related to a deduction under U.S. tax law for income earned from foreign customers and share-based compensation, and (ii) a reduction in foreign tax expense of $10.8 million in the three months ended September 30, 2024 related to share-based compensation. The aforementioned $17.6 million of U.S. tax benefits includes $11.8 million of provision to return adjustments, which was driven by a deduction for income earned from foreign customers.

​

Income tax expense was $10.3 million for the nine months ended September 30, 2024, a decrease of $14.6 million, or 59%, compared to the prior year period. This decrease was primarily driven by (i) a reduction in U.S. tax expense of $4.3 million for the nine months ended September 30, 2024 comprised of $11.8 million benefit from provision to return adjustments as described above, partially offset by increased tax expense due to increased profitability in the U.S., and (ii) a reduction in foreign tax expense of $12.1 million for the nine months ended September 30, 2024 related to share-based compensation.

​

Liquidity and Capital Resources

The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. We have in the past and may in the future enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing.

Sources of Liquidity

As of September 30, 2024, we had $534.2 million of cash and cash equivalents.

On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), our wholly-owned second tier subsidiary and its subsidiary (the “Borrower”) entered into a multi-party Receivables Loan and Security Agreement (the “Warehouse Facility”) with, inter alia, affiliates of Viola Ventures. The objective was to provide access to external financing for our capital advance activity. See Note 12 and Note 21 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information. As disclosed in Note 12 and Note 21, the Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company will repay all outstanding borrowings in accordance with the Warehouse Facility by the Facility Maturity Date of April 28, 2024. After the expiration of the Warehouse Facility, the Company intends to finance capital advance activity internally.

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Current and Future Cash Requirements

On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80.0 million of our common stock, including any applicable excise tax. On December 7, 2023, the Board of Directors authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250.0 million, including the amount that remained available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization, and any applicable excise tax. The amended authorization expires on December 31, 2025.

During the nine months ended September 30, 2024, we repurchased 22,993,198 shares of our common stock for approximately $119.1 million, of which $0.15 million was not yet settled at period end. As of September 30, 2024, a total of approximately $121.5 million remained available for future repurchases of our common stock under the program.

Cash Flows

The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods.

​

​

​

​

​

​

​

​

​

Nine months ended September 30, 

​

    

2024

    

2023

​

​

(in thousands)

Net cash provided by operating activities

​

$

131,039

​

$

101,328

Net cash used in investing activities

​

 

(1,814,106)

​

 

(47,754)

Net cash used in financing activities

​

 

(436,932)

​

 

(492,732)

Effect of exchange rate changes on cash and cash equivalents

​

 

109

​

 

(662)

Change in cash, cash equivalents, restricted cash and customer funds

​

$

(2,119,890)

​

$

(439,820)

​

Note that as described in Note 2c to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, during the quarter ended September 30, 2024, the Company identified an error in its condensed consolidated statements of cash flows for the six months ended June 30, 2024. Specifically, the Company incorrectly classified customer funds invested in term deposits in the basis of cash, cash equivalents, restricted deposits, and customer funds on the statement of cash flows, rather than as investing cash flows. In connection with the Company’s evaluation of these errors during the quarter ended September 30, 2024, management, in accordance SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, determined that these adjustments were not material to the previously issued financial statements. In the condensed consolidated statements of cash flows for the nine months ended September 30, 2024, the Company has correctly presented these investments as investing cash flows. The Company will revise the statements of cash flows for the six months ended June 30, 2024 in the Form 10-Q filed for the quarter ended June 30, 2025.

​

Operating Activities

Net cash provided by operating activities was $131.0 million for the nine months ended September 30, 2024, an increase of $29.7 million compared to $101.3 million for the nine months ended September 30, 2023.

This increase was driven by an increase in net income of $36.7 million in the nine months ended September 30, 2024 compared to the prior year period, which was primarily a result of $109.2 million of growth in revenue which outpaced $67.3 million of growth in operating expenses, as well as a $14.6 million reduction in tax expense, partially offset by a $19.9 million reduction of other financial income, as discussed in the Results of Operations section above.

The increase in net income period over period also includes non-cash items of income and expense, including higher non-cash addbacks to net income to arrive at operating cash flows compared to prior years consisting primarily of a $14.7 million loss on the Warrant repurchase and redemption noted in financing activities, and a $14.6 million increase in depreciation and amortization expense. Additionally, the non-cash reduction related to deferred tax assets increased by $5.0 million compared to the prior year period, primarily due to share-based compensation temporary differences in the current year period, which exceeded the release of the valuation allowance on deferred tax assets in the United States during the nine months ended September 30, 2023.

​

​

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During the nine months ended September 30, 2024, Other current assets increased $30.4 million, Trade payables increased $15.9 million, Accounts receivable, net increased $8.2 million, and Other payables decreased $5.7 million, in each case compared to the change in the prior year period, all due to changes in timing of payments relative to period cut-off. Additionally, Interest not paid in cash and amortization of discount on investments of customer funds in debt securities increased $6.4 million compared to the prior year period in which we had not yet made these investments. Note that each of these drivers are net of acquired Skuad assets and liabilities.

Investing Activities

Net cash used in investing activities was $1,814.1 million for the nine months ended September 30, 2024, an increase of $1,766.4 million compared to net cash used in investing activities of $47.8 million for the nine months ended September 30, 2023.

This change was predominantly related to the net purchase of $1,041.7 million in investments of customer balances held on our platform in U.S. Treasury Securities and $600.0 million in term deposits, as well as $48.2 million in cash paid for the acquisition of Skuad, net of cash acquired.

Financing Activities

Net cash used in financing activities was $436.9 million for the nine months ended September 30, 2024, a decrease of $55.8 million compared to net cash used in financing activities of $492.7 million for the nine months ended September 30, 2023. Current period cash used in financing activities reflects the $314.8 million decline in customer balances since the beginning of the period which was $153.4 million lower than the $468.1 million decline in the prior year period. This $153.4 million decrease was partially offset by share repurchases, which were $86.0 million higher than in the prior year period, as well as $19.5 million paid for Warrant repurchase and redemption.

Key Metrics and Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, certain of these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:

Volume

Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

    

2024

    

2023

    

2024

    

2023

​

​

(in millions)

​

​

​

​

​

​

Volume

​

$

20,404

​

$

16,335

​

$

57,573

​

$

46,976

​

As disclosed in our Form 10-K filed with the SEC on February 28, 2024, we have updated our methodology to adjust for previously disclosed limited exceptions where both received and sent payments were counted in volumes, such that we count volume only once for a customer that both receives and later sends payments.

Volume grew 25% and 23% for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively, driven by a combination of continued growth in volumes from our largest digital commerce marketplaces, strong growth in B2B volumes, strong travel demand, and continued customer acquisition.

​

​

​

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Revenue

We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. We also earn revenues in certain instances from volumes coming into the platform related to our B2B services and through our Checkout offering. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. Our revenues can be impacted by the following:

(i)Mix in customer size, products, and services;
(ii)Mix between domestic and cross-border transactions;
(iii)Geographic region or country in which a transaction occurs; and
(iv)Pricing and other market conditions including interest rates.

Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters into the platform, expanding our overall scale and the reach of our business.

Adjusted EBITDA

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

​

​

​

​

​

​

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PAYONEER GLOBAL INC.

​

Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

    

2024

    

2023

    

2024

    

2023

​

​

(in thousands)

​

​

​

​

​

​

Net income

​

$

41,574

​

$

12,825

​

$

102,973

​

$

66,312

Depreciation and amortization

​

 

13,510

​

 

7,116

​

 

33,630

​

 

19,064

Tax (benefit) expense on income

​

 

(19,484)

​

 

10,012

​

 

10,292

​

 

24,931

Other financial income, net

​

 

(1,674)

​

 

(1,137)

​

 

(5,397)

​

 

(7,805)

EBITDA

​

 

33,926

​

 

28,816

​

 

141,498

​

 

102,502

Stock based compensation expenses(1)

​

 

17,430

​

 

15,330

​

 

46,173

​

 

48,429

M&A related expense(2)

​

 

3,166

​

 

1,745

​

 

7,632

​

 

3,017

(Gain) loss from change in fair value of Warrants(3)

​

 

—

​

 

7,799

​

 

(2,767)

​

 

(5,535)

Loss on Warrant repurchase/redemption(4)

​

​

14,746

​

 

—

​

 

14,746

​

 

—

Restructuring charges(5)

​

​

—

​

​

4,488

​

​

—

​

​

4,488

Adjusted EBITDA

​

$

69,268

​

$

58,178

​

$

207,282

​

$

152,901

(1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

(2) Amounts relate to M&A-related third-party fees, including related legal, consulting and other expenditures. Additionally, amounts for the three months ended September 30, 2024 include $0.2 million in non-recurring fair value adjustment of the Skuad contingent consideration liability discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

(3) Changes in the estimated fair value of the warrants are recognized as gain or loss on the condensed consolidated statements of comprehensive income. The impact is removed from EBITDA as it represents market conditions that are not in our control.

(4) Amounts relate to a non-recurring loss on the repurchase and redemption of outstanding public warrants; refer to Note 14 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.

(5) The Company initiated a plan to reduce its workforce during the three months ending September 30, 2023 and had non-recurring costs related to severance and other employee termination benefits.

Critical Accounting Policies and Estimates

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. As described in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q, the Company recognized a liability related to contingent consideration in connection with the Skuad acquisition during the three months ended September 30, 2024.

The fair value of the contingent consideration at each reporting date is based on estimates of probability of each outcome and the Option Pricing Model (“OPM”). The OPM requires various assumptions and inputs, and our estimates of probability are subjective based on the status of Skuad’s performance and our expectations about future performance. Because of uncertainties related to these matters, the estimate of the contingent liability is based only on the best information available at the time. As additional information becomes available, we reassess the potential liability and may revise our estimates.

With the exception of the updates previously described, there have been no updates to our critical accounting policies and estimates in the nine months ended September 30, 2024. For more information, see “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed with the SEC on February 28, 2024.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

​

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

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Interest Rate Sensitivity

Our cash and cash equivalents as well as customer funds as of September 30, 2024, were held in cash deposits, term deposits and money market funds, as well as U.S. Treasury Securities classified as available-for-sale debt securities. The fair value of our cash and cash equivalents as well as assets underlying customer funds would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments and secured rates. However, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.

Foreign Currency Risk

While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies of the countries in which our operations are located, including operating expenses denominated in New Israeli Shekels. To reduce that risk, in January 2024, we began investing in foreign currency forward contracts and net purchased options, which are accounted for as cash flow hedges as described in Note 2d and Note 6 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q. A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at September 30, 2024.

Our foreign currency exposure also includes currencies in which our customer funds are held and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Chinese Yuan, Canadian Dollar, New Zealand Dollar, Thai Baht, New Israeli Shekel, Philippine Peso, Pakistani Rupee, Korean Won, Indian Rupee, Danish Krone, Mexican Peso, Polish Zloty, Turkish Lire, and Hong Kong Dollar. A hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results.

In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process. Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings.

​

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PAYONEER GLOBAL INC.

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PART II. - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we are a party to various litigation matters incidental to the conduct of our business. Refer to Note 15 (Commitments and Contingencies) to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

For more information on risks related to litigation, see the section titled “Risk Factors — General Risks Related to Payoneer — We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations” in our Annual Report on Form 10-K, filed with the SEC on February 28, 2024.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 28, 2024. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A total of 1,870,577 restricted stock units of the Company were granted to the founder of Skuad in connection with the Skuad acquisition in August 2024 and represents a portion of the acquisition consideration. See Note 3 for additional information. The above restricted stock units are subject to time-based vesting and vest ratably in approximately 1/12 installments on a quarterly basis over a three-year period from the date of grant, provided that the founder of Skuad remains in continuous employment on each applicable vesting date. The grant of the securities described in this paragraph was made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the 1933 Securities Act, as amended.

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Share Repurchase Activities

The following table provides information with respect to repurchases made by the Company during the three months ended September 30, 2024. All repurchases listed below were made in the open market.

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Period

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Total Number of Shares Purchased1

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Average Price Paid Per Share

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Total Number of Shares Purchased as Part of Publicly Announced Plans or Progreams2

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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs2

July 1, 2024 - July 31, 2024

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2,740,265

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$5.47

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2,740,265

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$ 127,822,844

August 1, 2024 - August 31, 2024

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687,617

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$5.65

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687,617

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$ 123,938,255

September 1, 2024 - September 30, 2024

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320,419

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$7.49

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320,419

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$ 121,537,092

Total

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3,748,301

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​

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3,748,301

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(1)No shares were repurchased other than through a publicly announced plan or program.
(2)On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80 million of our common stock, including any applicable excise tax. On December 7, 2023, our Board of Directors authorized an amendment to the above program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250 million. The $250 million authorization amended the previous repurchase authorization, and includes the amount that remains available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization, and any applicable excise tax. The amended authorization expires on December 31, 2025. These share repurchases may take place from time to time, in the open market, through 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. The timing and total amount of repurchases is subject to the Company’s discretion.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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PAYONEER GLOBAL INC.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2024, certain of our officers and directors took the following actions with respect to trading arrangements for the sale of shares of our common stock:

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Plans

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Action

Date

Rule 10b5-1*

Non-Rule 10b5-1**

Number of Shares to be Sold

Expiration

Itai Perry, Chief Accounting Officer

Adoption

August 15, 2024

X

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(1)

November 15, 2025

Scott Galit, Director

Adoption

August 26, 2024

X

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484,111

March 25, 2025

Tsafi Goldman, Chief Legal & Regulatory Officer

Adoption

September 10, 2024

X

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413,465

August 31, 2025

*

Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

**

Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

(1) Under this trading arrangement, up to 99,253 shares of common stock may be sold. In addition, common stock may be sold in amounts which represent the net amount of shares remaining following a withholding of shares to cover tax obligations upon the vesting of 11,250 restricted stock units on various dates during the plan. The number of net shares to be sold to accomplish this purpose cannot be reliably determined at this time, as it will depend upon the share price on the vest date. Mr. Perry’s trading arrangement also covers and includes any common stock purchased by Mr. Perry under the Company’s Employee Stock Purchase Plan (“ESPP”), which purchase is expected to occur on November 15, 2024 for the current offering period. Employees enrolled in the ESPP for the current offering period were entitled to make their purchase elections in April 2024.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.

 

Description of Exhibit

31.1

 

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.*

31.2

 

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.*

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS

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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

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XBRL Taxonomy Extension Schema Document

101.CAL

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XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

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XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

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XBRL Taxonomy Extension Label Linkbase Document

101.PRE

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XBRL Taxonomy Extension Presentation Linkbase Document

104

​

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith.

**

Furnished herewith.

†

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

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PAYONEER GLOBAL INC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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PAYONEER GLOBAL INC.

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(Registrant)

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​

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By:

/s/ John Caplan

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John Caplan

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Chief Executive Officer

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(Principle Executive Officer)

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​

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​

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By:

/s/ Bea Ordonez

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Bea Ordonez

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Chief Financial Officer

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(Principle Financial Officer)

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​

​

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Date: November 5th, 2024

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