Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Payoneer Global Inc. (Exact name of registrant as specified in its charter) Delaware 001-40547 86-1778671 (State or other jurisdiction of incorpora ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Payoneer Global Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) Delaware 001-40547 86-1 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents Payoneer Global Inc.'s unaudited condensed consolidated financial statements and related notes for the period ended September 30, 2023 [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Provides Payoneer Global Inc.'s unaudited condensed consolidated financial statements and comprehensive notes for the period ended September 30, 2023 [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) Presents the company's financial position, including assets, liabilities, and equity, as of September 30, 2023 **Condensed Consolidated Balance Sheets (Unaudited) - Key Figures (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Total Assets | $6,217,758 | $6,594,651 | | Total Liabilities | $5,579,792 | $6,049,395 | | Total Shareholders' Equity | $637,966 | $545,256 | - Total assets decreased by **$376.9 million** from December 31, 2022, to September 30, 2023, primarily due to a decrease in customer funds[15](index=15&type=chunk) - Total shareholders' equity increased by **$92.7 million**, driven by net income and stock-based compensation, partially offset by common stock repurchases[15](index=15&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(Unaudited)) Details the company's revenues, expenses, and net income (loss) for the three and nine months ended September 30, 2023 **Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Key Figures (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA):** | Item | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenues | $208,035 | $158,917 | $606,783 | $444,065 | | Total operating expenses | $178,536 | $164,020 | $528,880 | $457,715 | | Operating income (loss) | $29,499 | $(5,103) | $77,903 | $(13,650) | | Net income (loss) | $12,825 | $(26,452) | $66,312 | $(1,819) | | Basic earnings (loss) per share | $0.04 | $(0.08) | $0.18 | $(0.01) | | Diluted earnings (loss) per share | $0.03 | $(0.08) | $0.17 | $(0.01) | - Revenues increased significantly by **31%** for the three months and **37%** for the nine months ended September 30, 2023, compared to the prior-year periods[17](index=17&type=chunk) - The company achieved net income of **$12.8 million** for the three months and **$66.3 million** for the nine months ended September 30, 2023, a substantial improvement from losses in the prior-year periods[17](index=17&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Unaudited)) Outlines changes in shareholders' equity, including net income, stock-based compensation, and share repurchases **Changes in Shareholders' Equity (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA):** | Item | Balance at Dec 31, 2022 | Net Income (9M 2023) | Stock-based Compensation (9M 2023) | Common Stock Repurchased (9M 2023) | Balance at Sep 30, 2023 | | :----------------------------------- | :---------------------- | :------------------- | :--------------------------------- | :--------------------------------- | :---------------------- | | Common Stock (Amount) | $3,528 | - | - | - | $3,659 | | Treasury Stock (Amount) | $0 | - | - | $(34,759) | $(34,759) | | Additional Paid-in Capital | $650,433 | - | $50,611 | - | $711,459 | | Accumulated Deficit | $(108,529) | $66,312 | - | - | $(42,217) | | Total Shareholders' Equity | $545,256 | $66,312 | $50,611 | $(34,759) | $637,966 | - The company repurchased **6,939,117 shares** of common stock for **$34.759 million** during the nine months ended September 30, 2023[22](index=22&type=chunk) - Stock-based compensation contributed **$50.6 million** to additional paid-in capital for the nine months ended September 30, 2023[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Reports cash flows from operating, investing, and financing activities for the nine months ended September 30, 2023 **Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures (U.S. DOLLARS IN THOUSANDS):** | Cash Flow Activity | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $101,328 | $44,326 | | Net cash used in investing activities | $(47,754) | $(13,942) | | Net cash provided by (used in) financing activities | $(492,732) | $655,735 | | Net change in cash, cash equivalents, restricted cash and customer funds | $(439,820) | $682,750 | | Cash, cash equivalents, restricted cash and customer funds at end of period | $5,946,900 | $5,521,183 | - Net cash provided by operating activities increased by **$57.0 million** to **$101.3 million** for the nine months ended September 30, 2023, compared to the prior-year period[24](index=24&type=chunk)[166](index=166&type=chunk) - Net cash used in financing activities was **$492.7 million** for the nine months ended September 30, 2023, a significant change from **$655.7 million** provided in the prior-year period, primarily due to a decline in customer balances and share repurchases[24](index=24&type=chunk)[172](index=172&type=chunk) [Notes to the Condensed Consolidated Financial Statements (Unaudited)](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Provides detailed explanations of significant accounting policies, financial instruments, and other disclosures supporting the financial statements [NOTE 1 – GENERAL OVERVIEW](index=11&type=section&id=NOTE%201%20%E2%80%93%20GENERAL%20OVERVIEW) Introduces Payoneer Global Inc. and its core business of providing cross-border payment and commerce-enabling services - Payoneer Global Inc. (incorporated in Delaware) provides a diversified cross-border payments platform, enabling SMBs globally to conduct seamless cross-border payments and access services like Mastercard cards, working capital, and risk management[31](index=31&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the condensed consolidated financial statements - The financial statements are prepared in accordance with **U.S. GAAP** and include adjustments deemed necessary by management for fair interim reporting[32](index=32&type=chunk)[33](index=33&type=chunk) - In January 2023, Payoneer acquired all remaining interests in a joint venture in the **People's Republic of China**, accounting for it as an asset acquisition[36](index=36&type=chunk)[38](index=38&type=chunk) - A foreign subsidiary changed its functional currency to the **U.S. dollar** as of January 1, 2023, due to a shift in primary revenue streams[42](index=42&type=chunk) - The company adopted amended FASB guidance for reference rate reform, replacing **LIBOR** with **SOFR** for its Warehouse Facility as of July 1, 2023, with **no material impact** on financial statements[48](index=48&type=chunk) [NOTE 3 – CAPITAL ADVANCE ("CA") RECEIVABLES](index=13&type=section&id=NOTE%203%20%E2%80%93%20CAPITAL%20ADVANCE%20(%22CA%22)%20RECEIVABLES) Details the company's Capital Advance program, including receivables, collections, and allowance for losses **Capital Advance (CA) Receivables (U.S. DOLLARS IN THOUSANDS):** | Item | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :----------------------------- | :----------------------------- | | CA extended to customers | $206,187 | $146,439 | | CA collected from customers | $(191,157) | $(163,395) | | Ending CA receivables, gross | $54,066 | $36,957 | | Allowance for CA losses | $(4,910) | $(3,629) | | CA receivables, net | $49,156 | $33,328 | - Net Capital Advance receivables increased to **$49.156 million** as of September 30, 2023, from **$33.328 million** in the prior year, with a corresponding increase in the allowance for CA losses[49](index=49&type=chunk) - The company applied loss rates ranging from **1.59% to 1.86%** to the CA portfolio for the allowance for CA losses[51](index=51&type=chunk) [NOTE 4 - OTHER CURRENT ASSETS](index=14&type=section&id=NOTE%204%20-%20OTHER%20CURRENT%20ASSETS) Presents the composition and changes in other current assets, including prepaid expenses and income receivables **Composition of Other Current Assets (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Prepaid expenses | $18,657 | $12,155 | | Income receivable | $9,852 | $11,162 | | Prepaid income taxes | $10,851 | $7,671 | | Other | $2,893 | $5,290 | | Total other current assets | $42,253 | $36,278 | - Total other current assets increased by **$5.975 million** to **$42.253 million** as of September 30, 2023, primarily driven by an increase in prepaid expenses and prepaid income taxes[53](index=53&type=chunk) [NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE](index=14&type=section&id=NOTE%205%20%E2%80%93%20PROPERTY,%20EQUIPMENT%20AND%20SOFTWARE) Provides details on the company's property, equipment, and software, net of accumulated depreciation **Property, Equipment and Software, Net (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Property, equipment and software (gross) | $51,152 | $48,487 | | Accumulated depreciation | $(37,419) | $(34,095) | | Property, equipment and software, net | $13,733 | $14,392 | - Net property, equipment and software decreased slightly to **$13.733 million** as of September 30, 2023, from **$14.392 million** at December 31, 2022[54](index=54&type=chunk) - Depreciation expense for the nine months ended September 30, 2023, was **$5.960 million**[54](index=54&type=chunk) [NOTE 6 – INTANGIBLE ASSETS](index=15&type=section&id=NOTE%206%20%E2%80%93%20INTANGIBLE%20ASSETS) Outlines the company's intangible assets, including internal use software and acquired developed technology **Intangible Assets, Net (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Internal use software, net | $60,787 | $36,588 | | Acquired developed technology, net | $10,085 | $8,856 | | Intangible assets, net | $70,872 | $45,444 | - Net intangible assets increased significantly to **$70.872 million** as of September 30, 2023, from **$45.444 million** at December 31, 2022, primarily due to increased internal use software and the acquisition of Spott's intellectual property[57](index=57&type=chunk) - The company acquired certain assets and intellectual property of Spott Incredibles Technologies Ltd. for **$3.6 million** in August 2023, which will be amortized over three years[57](index=57&type=chunk)[58](index=58&type=chunk) [NOTE 7 - OTHER PAYABLES](index=16&type=section&id=NOTE%207%20-%20OTHER%20PAYABLES) Details the composition of other payables, including employee compensation, commissions, and accrued expenses **Composition of Other Payables (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Employee related compensation | $56,251 | $64,464 | | Commissions payable | $23,346 | $12,159 | | Accrued expenses | $9,819 | $10,001 | | Lease liability | $7,731 | $8,360 | | Income tax payable | $4,704 | $0 | | Other | $2,908 | $2,350 | | Total other payables | $104,759 | $97,334 | - Total other payables increased to **$104.759 million** as of September 30, 2023, from **$97.334 million** at December 31, 2022, mainly due to higher commissions payable and income tax payable, partially offset by lower employee-related compensation[62](index=62&type=chunk) [NOTE 8 – DEBT](index=16&type=section&id=NOTE%208%20%E2%80%93%20DEBT) Describes the company's Warehouse Facility for Capital Advance financing and its associated terms and outstanding balance - Payoneer has a Warehouse Facility for external financing of Capital Advance activity, with an initial committed amount of **$25 million**, potentially increasing to **$100 million**[63](index=63&type=chunk)[64](index=64&type=chunk) - As of July 1, 2023, the Warehouse Facility's interest rate is based on **Daily Simple SOFR** plus **0.26161%** and an additional percentage (e.g., **9.00%** for $25M commitment), capped at **10.5% per annum**[66](index=66&type=chunk)[70](index=70&type=chunk) - The outstanding balance of the Warehouse Facility was **$15.801 million** as of September 30, 2023, and the company was in compliance with all covenants[68](index=68&type=chunk)[69](index=69&type=chunk) [NOTE 9 – OTHER LONG-TERM LIABILITIES](index=17&type=section&id=NOTE%209%20%E2%80%93%20OTHER%20LONG-TERM%20LIABILITIES) Presents the composition of other long-term liabilities, including reserves for uncertain tax positions and lease liabilities **Composition of Other Long-Term Liabilities (U.S. DOLLARS IN THOUSANDS):** | Item | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------- | | Reserves for uncertain tax positions | $26,006 | $21,048 | | Long-term lease liabilities | $4,025 | $6,514 | | Severance pay liabilities | $2,751 | $2,252 | | Other | $18 | $17 | | Total other long-term liabilities | $32,800 | $29,831 | - Total other long-term liabilities increased to **$32.800 million** as of September 30, 2023, from **$29.831 million** at December 31, 2022, primarily due to an increase in reserves for uncertain tax positions[73](index=73&type=chunk) [NOTE 10 – RESTRUCTURING CHARGES](index=17&type=section&id=NOTE%2010%20%E2%80%93%20RESTRUCTURING%20CHARGES) Details the workforce reduction plan initiated in Q3 2023 and the associated severance and termination benefits incurred - During Q3 2023, Payoneer initiated a plan to reduce its workforce by **approximately 9%** to enhance productivity and streamline operations[74](index=74&type=chunk) - The company incurred **$4.488 million** in severance and other employee termination benefits for the three and nine months ended September 30, 2023[75](index=75&type=chunk) **Restructuring Costs by Expense Category (U.S. DOLLARS IN THOUSANDS):** | Expense Category | Amount | | :----------------------------------- | :----- | | Other operating expenses | $623 | | Research and development expenses | $1,559 | | Sales and marketing expenses | $2,029 | | General and administrative expenses | $277 | | Total | $4,488 | [NOTE 11 – WARRANTS AND SHAREHOLDERS' EQUITY](index=17&type=section&id=NOTE%2011%20%E2%80%93%20WARRANTS%20AND%20SHAREHOLDERS'%20EQUITY) Discusses the company's stock repurchase program and the fair value of warrant liabilities - The Board authorized an **$80 million** stock repurchase program in May 2023, with **$45.379 million** remaining available as of September 30, 2023[76](index=76&type=chunk)[80](index=80&type=chunk) - During the nine months ended September 30, 2023, the company repurchased **6,939,117 shares** for **$34.759 million** at a weighted average cost of **$4.99 per share**[80](index=80&type=chunk) **Warrant Liability Fair Value (U.S. DOLLARS IN THOUSANDS):** | Item | Amount | | :----------------------------------- | :----- | | Fair value as of December 31, 2022 | $25,914 | | Change in fair value | $(5,535) | | Fair value as of September 30, 2023 | $20,379 | [NOTE 12 – COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%2012%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines the company's legal proceedings, regulatory exposures, and other significant commitments and contingencies - The company is subject to various laws and regulations, with potential for **significant fines, penalties, or legal challenges** for noncompliance[83](index=83&type=chunk) - Payoneer has reserved **$2.250 million** for potential losses related to funds held by a Mexican banking entity whose license was revoked, after recovering **$140 thousand** through deposit insurance[84](index=84&type=chunk) - Payoneer Guangzhou entered an agreement to purchase a non-bank payments institution in China, placing **approximately $4 million** in escrow, with closing subject to governmental approvals[85](index=85&type=chunk)[87](index=87&type=chunk) [NOTE 13 – REVENUE](index=19&type=section&id=NOTE%2013%20%E2%80%93%20REVENUE) Provides a breakdown of revenue by source and primary regional market for the reported periods **Revenue by Source (U.S. DOLLARS IN THOUSANDS):** | Revenue Type | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue from contracts with customers | $147,619 | $143,871 | $441,016 | $424,667 | | Revenue from other sources (interest income) | $60,416 | $15,046 | $165,767 | $19,398 | | Total revenues | $208,035 | $158,917 | $606,783 | $444,065 | **Revenue by Primary Regional Market (U.S. DOLLARS IN THOUSANDS):** | Region | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Greater China | $72,513 | $50,162 | $207,700 | $139,988 | | Europe | $42,378 | $33,019 | $122,698 | $92,516 | | Asia-Pacific | $29,145 | $21,570 | $81,911 | $60,757 | | North America | $22,358 | $21,843 | $73,935 | $62,637 | | South Asia, Middle East and North Africa | $22,181 | $17,809 | $63,837 | $50,072 | | Latin America | $19,460 | $14,514 | $56,702 | $38,095 | | Total revenues | $208,035 | $158,917 | $606,783 | $444,065 | - Revenue from other sources (primarily interest income) saw a substantial increase, growing from **$15.046 million** to **$60.416 million** for the three months and from **$19.398 million** to **$165.767 million** for the nine months ended September 30, 2023[90](index=90&type=chunk) [NOTE 14 - TRANSACTION COSTS](index=20&type=section&id=NOTE%2014%20-%20TRANSACTION%20COSTS) Details the composition of transaction costs, including bank fees, network fees, and capital advance costs **Composition of Transaction Costs (U.S. DOLLARS IN THOUSANDS):** | Item | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Bank and processor fees | $22,410 | $21,365 | $64,303 | $62,169 | | Network fees | $4,959 | $3,160 | $12,956 | $10,094 | | Chargebacks and operational losses | $550 | $1,624 | $2,300 | $2,906 | | Card costs | $575 | $526 | $1,447 | $1,398 | | Capital advance costs, net of recoveries | $1,826 | $987 | $4,795 | $2,093 | | Other | $73 | $324 | $170 | $1,113 | | Total transaction costs | $30,393 | $27,986 | $85,971 | $79,773 | - Total transaction costs increased by **9%** to **$30.393 million** for the three months and **8%** to **$85.971 million** for the nine months ended September 30, 2023, compared to the prior-year periods[95](index=95&type=chunk) - Capital advance costs, net of recoveries, increased significantly to **$1.826 million** for the three months and **$4.795 million** for the nine months ended September 30, 2023[95](index=95&type=chunk) [NOTE 15 – STOCK-BASED COMPENSATION](index=20&type=section&id=NOTE%2015%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Presents the stock-based compensation expense by category and details RSU grants and outstanding amounts **Stock-Based Compensation Expense (U.S. DOLLARS IN THOUSANDS):** | Item | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Other operating expenses | $3,368 | $2,626 | $9,410 | $8,289 | | Research and development expenses | $3,053 | $2,779 | $10,034 | $7,380 | | Sales and marketing expenses | $4,163 | $3,656 | $14,712 | $11,062 | | General and administrative expenses | $4,746 | $4,464 | $14,273 | $11,592 | | Total stock-based compensation | $15,330 | $13,525 | $48,429 | $38,323 | - Total stock-based compensation expense increased to **$15.330 million** for the three months and **$48.429 million** for the nine months ended September 30, 2023, compared to the prior-year periods[102](index=102&type=chunk) - The company granted **16,389,704 RSUs** during the nine months ended September 30, 2023, with **32,341,213 RSUs** outstanding at period end[99](index=99&type=chunk) [NOTE 16 - INCOME TAXES](index=21&type=section&id=NOTE%2016%20-%20INCOME%20TAXES) Discusses the effective tax rate, deferred tax assets, and factors influencing the company's income tax provision - The effective tax rate for the nine months ended September 30, 2023, was **27.3%**, a significant decrease from **144%** in the prior-year period[103](index=103&type=chunk) - The difference from the U.S. federal statutory rate (**21%**) was due to foreign income taxed at different rates, uncertain tax positions, non-deductible expenses, and the release of a valuation allowance on U.S. deferred tax assets[103](index=103&type=chunk) - A release of **$10.553 million** in valuation allowance on U.S. deferred tax assets was recorded during the nine months ended September 30, 2023[105](index=105&type=chunk) [NOTE 17 – NET EARNINGS (LOSS) PER SHARE](index=22&type=section&id=NOTE%2017%20%E2%80%93%20NET%20EARNINGS%20(LOSS)%20PER%20SHARE) Provides basic and diluted net earnings (loss) per share calculations and weighted average common shares outstanding **Net Earnings (Loss) Per Share (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA):** | Item | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $12,825 | $(26,452) | $66,312 | $(1,819) | | Basic earnings (loss) per share | $0.04 | $(0.08) | $0.18 | $(0.01) | | Diluted earnings (loss) per share | $0.03 | $(0.08) | $0.17 | $(0.01) | | Weighted average common shares outstanding — Basic | 357,429,113 | 349,740,787 | 361,206,439 | 345,359,986 | | Weighted average common shares outstanding — Diluted | 381,845,099 | 349,740,787 | 389,658,789 | 345,359,986 | - Basic EPS improved to **$0.04** for the three months and **$0.18** for the nine months ended September 30, 2023, from losses in the prior-year periods[108](index=108&type=chunk) - Diluted EPS was **$0.03** for the three months and **$0.17** for the nine months ended September 30, 2023, reflecting the positive net income[108](index=108&type=chunk) [NOTE 18 – RELATED PARTY TRANSACTIONS](index=23&type=section&id=NOTE%2018%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Identifies and describes transactions with related parties, including the Warehouse Facility and asset acquisitions - The Warehouse Facility agreement (Note 8) and the Spott asset acquisition (Note 6) are considered **related party transactions** due to a Board member's indirect interest, but were reviewed and approved as arm's length transactions[111](index=111&type=chunk)[112](index=112&type=chunk) [NOTE 19 – SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2019%20%E2%80%93%20SUBSEQUENT%20EVENTS) Discloses significant events occurring after the reporting period, including the impact of the Israel-Hamas war - The ongoing Israel-Hamas war, which began in October 2023, has **not materially impacted** Payoneer's operations or ability to serve customers to date, despite **approximately 50%** of its global employee base and **81%** of R&D resources being located in Israel[113](index=113&type=chunk) - **Less than 10%** of the Israeli workforce has been called to military reserve duty, with contingencies in place[113](index=113&type=chunk) - The situation remains **highly uncertain**, and further escalation could **materially affect** the company's operations and financial results[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Payoneer's financial condition and results of operations for the period ended September 30, 2023, highlighting key developments, macroeconomic impacts, and detailed analysis of revenue, expenses, liquidity, and non-GAAP financial measures [Overview](index=24&type=section&id=Overview) Provides an introduction to Payoneer's business model, platform capabilities, and primary revenue generation strategies - Payoneer's platform empowers SMBs globally with cross-border payments and commerce-enabling services, supporting **millions** of marketplaces, enterprises, and SMBs across **over 190 countries**[119](index=119&type=chunk)[122](index=122&type=chunk) - Revenue generation is primarily driven by **transaction fees**, with growth based on **increasing transaction volume** and **monetization rates** through customer acquisition in high-value regions, B2B payment services, and new product offerings like card products[123](index=123&type=chunk) - The company processed **$16.8 billion** in volume for the three months and **$48.3 billion** for the nine months ended September 30, 2023[124](index=124&type=chunk) [Key Developments and Trends](index=25&type=section&id=Key%20Developments%20and%20Trends) Highlights significant events and macroeconomic factors influencing the company's operations and financial performance - The Israel-Hamas war, ongoing since October 2023, has **not materially impacted** operations, but the situation is **uncertain** and could affect economic activity and revenues from Israeli customers[128](index=128&type=chunk)[129](index=129&type=chunk) - A workforce reduction plan, announced in July 2023, aims to reduce headcount by **approximately 9%**, incurring **$4.5 million** in severance costs and expecting an annualized benefit of **$20 million** to operating expenses[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - The company repurchased **approximately 6.9 million shares** for **$34.759 million** under its **$80 million** repurchase program, with **$45.379 million** remaining available[133](index=133&type=chunk) - Macroeconomic conditions, including **rising interest rates**, have **positively impacted interest income** but could slow economic growth and transaction volumes[136](index=136&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Analyzes the company's revenues, operating expenses, and net income (loss) for the reported periods **Consolidated Results of Operations (U.S. DOLLARS IN THOUSANDS, EXCEPT PERCENTAGES):** | Item | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Increase/ (Decrease) | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | Increase/ (Decrease) | | :----------------------------------- | :------------------------------ | :------------------------------ | :------------------- | :----------------------------- | :----------------------------- | :------------------- | | Revenues | $208,035 | $158,917 | 31 % | $606,783 | $444,065 | 37 % | | Transaction costs | $30,393 | $27,986 | 9 % | $85,971 | $79,773 | 8 % | | Other operating expenses | $40,301 | $37,744 | 7 % | $120,923 | $107,895 | 12 % | | Research and development expenses | $26,950 | $29,617 | (9)% | $84,225 | $82,139 | 3 % | | Sales and marketing expenses | $48,664 | $41,081 | 18 % | $144,892 | $112,370 | 29 % | | General and administrative expenses | $25,112 | $21,693 | 16 % | $73,805 | $60,013 | 23 % | | Depreciation and amortization | $7,116 | $5,899 | 21 % | $19,064 | $15,525 | 23 % | | Total operating expenses | $178,536 | $164,020 | 9 % | $528,880 | $457,715 | 16 % | | Operating income (loss) | $29,499 | $(5,103) | ** % | $77,903 | $(13,650) | ** % | | Financial income (expense), net | $(6,662) | $(18,712) | (64)% | $13,340 | $17,796 | (25)% | | Net income (loss) | $12,825 | $(26,452) | ** % | $66,312 | $(1,819) | ** % | - Revenues increased by **31%** (QoQ) and **37%** (YoY) primarily due to a significant increase in interest income from customer balances and growth in high-value regions[139](index=139&type=chunk) - Operating income improved substantially to **$29.5 million** (QoQ) and **$77.9 million** (YoY) from losses in the prior periods[138](index=138&type=chunk) - Net income was **$12.8 million** (QoQ) and **$66.3 million** (YoY), a significant turnaround from prior-year losses[138](index=138&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet its short-term and long-term financial obligations and manage its capital - The company believes existing cash, cash equivalents, and operating cash flows are sufficient for **at least the next twelve months**[157](index=157&type=chunk) - As of September 30, 2023, Payoneer had **$590.6 million** in cash and cash equivalents[158](index=158&type=chunk) - Net cash provided by operating activities increased to **$101.3 million** for the nine months ended September 30, 2023, from **$44.3 million** in the prior year[165](index=165&type=chunk)[166](index=166&type=chunk) - Net cash used in financing activities was **$492.7 million** for the nine months ended September 30, 2023, primarily due to a **decline in customer balances** and **$34.4 million** used for share repurchases[165](index=165&type=chunk)[172](index=172&type=chunk) [Key Metrics and Non-GAAP Financial Measures](index=30&type=section&id=Key%20Metrics%20and%20Non-GAAP%20Financial%20Measures) Presents key operational metrics and non-GAAP financial measures used by management to evaluate performance **Volume (U.S. DOLLARS IN MILLIONS):** | Item | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Volume | $16,753 | $15,131 | $48,277 | $44,387 | - Volume grew **11%** for the three months and **9%** for the nine months ended September 30, 2023, driven by growth with digital commerce marketplaces, strong travel demand, and customer acquisition[175](index=175&type=chunk) **Adjusted EBITDA (U.S. DOLLARS IN THOUSANDS):** | Item | Three months ended Sep 30, 2023 | Three months ended Sep 30, 2022 | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $12,825 | $(26,452) | $66,312 | $(1,819) | | EBITDA | $28,816 | $(14,301) | $102,502 | $30,818 | | Adjusted EBITDA | $58,178 | $12,733 | $152,901 | $37,875 | - Adjusted EBITDA increased significantly to **$58.178 million** for the three months and **$152.901 million** for the nine months ended September 30, 2023, compared to the prior-year periods[180](index=180&type=chunk) [Critical Accounting Policies and Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Discusses accounting policies and estimates requiring significant judgment and their potential impact on financial reporting - The company **released its valuation allowance** on deferred tax assets related to U.S. operations during the nine months ended September 30, 2023[184](index=184&type=chunk) - Estimates and assumptions are made for financial statements, including allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and loss contingencies[34](index=34&type=chunk)[185](index=185&type=chunk) [Recent Accounting Pronouncements](index=32&type=section&id=Recent%20Accounting%20Pronouncements) Summarizes recently issued accounting pronouncements and their potential effects on the company's financial statements - A description of recently issued accounting pronouncements that may potentially impact the company's financial position, results of operations, or cash flows is disclosed in **Note 2**[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details Payoneer's exposure to market risks, specifically interest rate changes and foreign currency fluctuations, and their potential impact on the company's financial performance [Interest Rate Sensitivity](index=32&type=section&id=Interest%20Rate%20Sensitivity) Analyzes the potential impact of interest rate fluctuations on the company's revenues and earnings - A hypothetical **1% increase or decrease** in interest rates could **materially affect** Payoneer's revenues and earnings, despite the short-term nature of its cash, cash equivalents, and customer funds[190](index=190&type=chunk) - Future borrowings under the Warehouse Facility accrue interest at a **floating rate** tied to market rates, capped at **10.5% per annum**[191](index=191&type=chunk) [Foreign Currency Risk](index=32&type=section&id=Foreign%20Currency%20Risk) Discusses the company's exposure to foreign currency exchange rate fluctuations and their financial implications - Payoneer is exposed to foreign currency fluctuations, particularly in EUR, JPY, CNY, AUD, CAD, NZD, THB, ILS, PHP, INR, BDT, TRY, PKR, and HKD, which could **materially impact financial results**[192](index=192&type=chunk) - The company generates revenue from **foreign exchange transactions**, which is dependent on **market conditions, regulations, and negotiations** with financial institutions[193](index=193&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Payoneer's disclosure controls and procedures as of September 30, 2023, and states that there have been no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that Payoneer's disclosure controls and procedures were **effective** as of September 30, 2023[195](index=195&type=chunk) - **No material changes** to internal control over financial reporting occurred during the most recently completed fiscal quarter[196](index=196&type=chunk) [PART II - OTHER INFORMATION](index=33&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 12 of the financial statements for details on legal proceedings and commitments, which are incidental to the company's ordinary course of business - The company is a party to various litigation matters incidental to its business, as detailed in **Note 12 (Commitments and Contingencies)**[198](index=198&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - **No material changes** to the risk factors disclosed in the Annual Report on Form 10-K have occurred as of the date of this Quarterly Report[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities during the quarter and provides details on the company's common stock repurchase activities under its authorized program [Share Repurchase Activities](index=33&type=section&id=Share%20Repurchase%20Activities) Details the company's common stock repurchase program, including shares purchased and remaining authorization **Common Stock Repurchase Activities (Three Months Ended September 30, 2023):** | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | :----------------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------------- | | July 1, 2023 - July 31, 2023 | 1,253,361 | $5.05 | $54,018,490 | | August 1, 2023 - August 31, 2023 | 888,351 | $5.60 | $49,047,412 | | September 1, 2023 - September 30, 2023 | 596,380 | $6.15 | $45,379,068 | | Total | 2,738,092 | | | - During the three months ended September 30, 2023, Payoneer repurchased **2,738,092 shares** of common stock through open market transactions[203](index=203&type=chunk) - As of September 30, 2023, **approximately $45.379 million** remained available under the **$80 million** stock repurchase program authorized in May 2023[203](index=203&type=chunk)[204](index=204&type=chunk) [Item 3. Defaults upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were **no defaults** upon senior securities[205](index=205&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Payoneer Global Inc.'s operations - This item is **not applicable**[206](index=206&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) This section discloses Rule 10b5-1 and Non-Rule 10b5-1 trading arrangements adopted by certain officers and directors during the three months ended September 30, 2023 [Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements](index=34&type=section&id=Rule%2010b5-1%20and%20Non-Rule%2010b5-1%20Trading%20Arrangements) Reports on trading arrangements adopted by officers and directors for the sale of common stock **Officer/Director Trading Arrangements Adopted (Three Months Ended September 30, 2023):** | Officer | Action | Date | Rule 10b5-1 | Non-Rule 10b5-1 | Number of Shares to be Sold | Expiration | | :----------------------------------- | :----- | :----------- | :---------- | :-------------- | :-------------------------- | :----------- | | Arnon Kraft, Chief Operating Officer | Adoption | August 10, 2023 | X | | 106,411 | December 13, 2023 | | Itai Perry, Chief Accounting Officer | Adoption | August 23, 2023 | X | | Up to 96,223 + net shares for tax obligations | November 15, 2024 | - Certain officers and directors adopted **Rule 10b5-1 trading arrangements** for the sale of common stock, with specific share amounts and expiration dates[209](index=209&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes various exhibits such as Separation Agreement, CEO/CFO Certifications (pursuant to Rules 13a-14, 15d-14, and 18 U.S.C. Section 1350), and XBRL Instance, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, and Label Linkbase Documents[213](index=213&type=chunk) [Signatures](index=36&type=section&id=Signatures) This section contains the required signatures of Payoneer Global Inc.'s Chief Executive Officer and Chief Financial Officer, certifying the report's submission - The report is duly signed on behalf of Payoneer Global Inc. by **John Caplan, Chief Executive Officer**, and **Bea Ordonez, Chief Financial Officer**, as of **November 8, 2023**[218](index=218&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of comprehensive income, changes in shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instruments, and other relevant disclosures for the periods ended June 30, 2023, and December 31, 2022 [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29) The balance sheet shows a decrease in total assets and liabilities, primarily driven by a reduction in customer funds and corresponding outstanding operating balances, while total shareholders' equity increased significantly from December 31, 2022, to June 30, 2023 | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total Assets | $6,343,850 | $6,594,651 | | Customer Funds | $5,528,701 | $5,838,612 | | Total Liabilities | $5,717,903 | $6,049,395 | | Total Shareholders' Equity | $625,947 | $545,256 | - Total assets decreased by **$250.8 million**, and total liabilities decreased by **$331.5 million** from December 31, 2022, to June 30, 2023, primarily due to a reduction in customer funds and outstanding operating balances[15](index=15&type=chunk) - Total shareholders' equity increased by **$80.7 million**, from **$545.3 million** at December 31, 2022, to **$625.9 million** at June 30, 2023[15](index=15&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Unaudited%29) The company reported substantial year-over-year growth in revenues and a significant turnaround in operating income and net income for both the three and six months ended June 30, 2023, primarily driven by increased interest income and improved operational efficiency | Metric | Three months ended June 30, 2023 (in thousands) | Three months ended June 30, 2022 (in thousands) | Six months ended June 30, 2023 (in thousands) | Six months ended June 30, 2022 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenues | $206,734 | $148,190 | $398,748 | $285,148 | | Operating income (loss) | $33,392 | $(2,204) | $48,404 | $(8,547) | | Net income | $45,549 | $4,422 | $53,487 | $24,633 | | Basic earnings per share | $0.12 | $0.01 | $0.15 | $0.07 | | Diluted earnings per share | $0.12 | $0.01 | $0.14 | $0.07 | - Revenues increased by **40%** for both the three and six months ended June 30, 2023, compared to the prior-year periods[17](index=17&type=chunk) - Operating income improved significantly from a loss of **$(2.2 million)** in Q2 2022 to a profit of **$33.4 million** in Q2 2023[17](index=17&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity%20%28Unaudited%29) This statement details the movements in shareholders' equity, showing an increase in common stock and additional paid-in capital, alongside the initiation of a common stock repurchase program which resulted in treasury stock, with net income also contributing positively to the overall equity balance | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :----------------------------- | | Common Stock | $3,632 | $3,528 | | Treasury Stock | $(19,725) | $0 | | Additional Paid-in Capital | $697,258 | $650,433 | | Accumulated Deficit | $(55,042) | $(108,529) | | Total Shareholders' Equity | $625,947 | $545,256 | - The company repurchased **4,201,025 shares** of common stock for **$19.7 million** during the six months ended June 30, 2023, establishing a treasury stock balance[19](index=19&type=chunk)[22](index=22&type=chunk) - Net income of **$53.5 million** for the six months ended June 30, 2023, significantly reduced the accumulated deficit[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28Unaudited%29) Cash flows from operating activities increased substantially, while investing activities saw a higher cash outflow, and financing activities shifted from a significant net inflow in the prior year to a net outflow, primarily due to a decline in customer balances and the initiation of a share repurchase program | Cash Flow Activity | Six months ended June 30, 2023 (in thousands) | Six months ended June 30, 2022 (in thousands) | | :--------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $59,919 | $28,874 | | Net cash used in investing activities | $(63,453) | $(34,523) | | Net cash provided by (used in) financing activities | $(315,444) | $751,803 | | Net change in cash, cash equivalents, restricted cash and customer funds | $(318,273) | $743,663 | - Net cash provided by operating activities increased by **$31.0 million**, from **$28.9 million** in 2022 to **$59.9 million** in 2023[23](index=23&type=chunk)[156](index=156&type=chunk) - Financing activities experienced a significant shift, moving from a net cash inflow of **$751.8 million** in 2022 to a net cash outflow of **$315.4 million** in 2023, primarily due to a decline in customer balances and common stock repurchases[23](index=23&type=chunk)[161](index=161&type=chunk) [Notes to the Condensed Consolidated Financial Statements (Unaudited)](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) These notes provide essential context and detailed breakdowns for the financial statements, covering the company's business overview, significant accounting policies, specific asset and liability compositions, debt arrangements, equity changes, commitments, revenue disaggregation, and post-period events like a workforce reduction and acquisitions [NOTE 1 – GENERAL OVERVIEW](index=11&type=section&id=NOTE%201%20%E2%80%93%20GENERAL%20OVERVIEW) Payoneer Global Inc. is a Delaware-incorporated company that facilitates global commerce through its cross-border payments platform, offering services like payments, Mastercard cards, working capital, and risk management to SMBs, enabling them to transact globally with ease - Payoneer empowers global commerce by connecting businesses, professionals, countries, and currencies with its diversified cross-border payments platform[29](index=29&type=chunk) - The Company offers a suite of services including cross-border payments, physical and virtual Mastercard cards, working capital, and risk management[29](index=29&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's GAAP-compliant consolidation principles, use of estimates, and functional currency changes, detailing the January 2023 acquisition of the remaining interest in a China-based joint venture, which was treated as an asset acquisition, and the subsequent write-off of certain acquired assets - In January 2023, Payoneer acquired all remaining interests in a joint venture in the People's Republic of China, accounting for the transaction as an asset acquisition[34](index=34&type=chunk)[36](index=36&type=chunk) | Consideration/Assets | Amount (in thousands) | | :------------------------------------ | :-------------------- | | Consideration paid | $14,290 | | Assets acquired (Cash, deposits, etc.) | $14,290 | | Net cash inflow from acquisition | $5,953 | - A foreign subsidiary changed its functional currency to the U.S. dollar as of January 1, 2023, due to a shift in its primary revenue streams[40](index=40&type=chunk) [NOTE 3 – CAPITAL ADVANCE ("CA") RECEIVABLES](index=13&type=section&id=NOTE%203%20%E2%80%93%20CAPITAL%20ADVANCE%20%28%22CA%22%29%20RECEIVABLES) The company's Capital Advance program saw an increase in extensions to customers and a rise in charge-offs for the six months ended June 30, 2023, with the net CA receivables and the allowance for CA losses also increasing compared to the prior year | Metric | Six months ended June 30, 2023 (in thousands) | Six months ended June 30, 2022 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | CA extended to customers | $139,809 | $109,713 | | CA collected from customers | $134,925 | $122,034 | | Charge-offs, net of recoveries | $2,958 | $1,349 | | Ending CA receivables, net | $40,220 | $38,602 | | Allowance for CA losses (Ending balance) | $4,565 | $3,873 | - The allowance for CA losses increased from **$3.87 million** at June 30, 2022, to **$4.57 million** at June 30, 2023, with provisions of **$2.47 million** recognized in 2023[50](index=50&type=chunk) [NOTE 4 - OTHER CURRENT ASSETS](index=14&type=section&id=NOTE%204%20-%20OTHER%20CURRENT%20ASSETS) Other current assets increased slightly, primarily driven by higher prepaid expenses and prepaid income taxes, partially offset by a decrease in income receivable | Classification | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------- | :--------------------------- | :----------------------------- | | Prepaid expenses | $15,690 | $12,155 | | Income receivable | $7,520 | $11,162 | | Prepaid income taxes | $11,849 | $7,671 | | Total other current assets | $37,983 | $36,278 | - Prepaid expenses increased by **$3.5 million** and prepaid income taxes increased by **$4.2 million** from December 31, 2022, to June 30, 2023[51](index=51&type=chunk) [NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE](index=14&type=section&id=NOTE%205%20%E2%80%93%20PROPERTY%2C%20EQUIPMENT%20AND%20SOFTWARE) The net value of property, equipment, and software decreased slightly due to accumulated depreciation, despite an increase in gross carrying value of assets like computers and software | Classification | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :--------------------------- | :----------------------------- | | Property, equipment and software, gross | $51,614 | $48,487 | | Accumulated depreciation | $(38,015) | $(34,095) | | Property, equipment and software, net | $13,599 | $14,392 | - Depreciation expense for the six months ended June 30, 2023, was **$3.98 million**[52](index=52&type=chunk) [NOTE 6 – INTANGIBLE ASSETS](index=14&type=section&id=NOTE%206%20%E2%80%93%20INTANGIBLE%20ASSETS) Net intangible assets increased significantly, primarily driven by internal use software, with amortization expense also rising, and the company recognizing impairment charges related to acquired intangibles during the six months ended June 30, 2023 | Classification | June 30, 2023 (Net Carrying Value, in thousands) | December 31, 2022 (Net Carrying Value, in thousands) | | :-------------------- | :--------------------------------------------- | :----------------------------------------------- | | Internal use software | $50,466 | $36,588 | | Developed technology | $7,453 | $8,856 | | Intangible assets, net | $57,919 | $45,444 | - Amortization expense for the six months ended June 30, 2023, was **$7.65 million**, an increase from **$5.56 million** in the prior year[55](index=55&type=chunk) - The Company recognized **$293 thousand** in impairment of acquired intangibles during the six months ended June 30, 2023[56](index=56&type=chunk) [NOTE 7 - OTHER PAYABLES](index=15&type=section&id=NOTE%207%20-%20OTHER%20PAYABLES) Total other payables increased, with a notable rise in commissions payable and the recognition of income tax payable, while employee-related compensation decreased | Classification | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :----------------------------- | | Employee related compensation | $44,627 | $64,464 | | Commissions payable | $21,824 | $12,159 | | Income tax payable | $10,977 | $0 | | Total other payables | $100,574 | $97,334 | - Commissions payable increased by **$9.7 million** from December 31, 2022, to June 30, 2023[58](index=58&type=chunk) [NOTE 8 – DEBT](index=15&type=section&id=NOTE%208%20%E2%80%93%20DEBT) The company utilizes a Warehouse Facility for external financing of Capital Advance activity, which is a related party transaction, with the outstanding balance under this facility slightly decreasing, and the company remaining in compliance with all covenants as of June 30, 2023 - The Warehouse Facility agreement for Capital Advance activity is a related party transaction, reviewed and approved in accordance with company policy[59](index=59&type=chunk)[99](index=99&type=chunk) - The outstanding balance of long-term debt from the related party was **$15.6 million** as of June 30, 2023, down from **$16.1 million** at December 31, 2022[64](index=64&type=chunk) - The Company was in compliance with all applicable covenants of the Warehouse Facility agreement as of June 30, 2023[65](index=65&type=chunk) [NOTE 9 – OTHER LONG-TERM LIABILITIES](index=16&type=section&id=NOTE%209%20%E2%80%93%20OTHER%20LONG-TERM%20LIABILITIES) Other long-term liabilities increased, primarily due to a rise in reserves for uncertain tax positions, partially offset by a decrease in long-term lease liabilities | Classification | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :----------------------------- | | Reserves for uncertain tax positions | $25,284 | $21,048 | | Long-term lease liabilities | $3,821 | $6,514 | | Total other long-term liabilities | $31,239 | $29,831 | - Reserves for uncertain tax positions increased by **$4.2 million** from December 31, 2022, to June 30, 2023[67](index=67&type=chunk) [NOTE 10 – WARRANTS AND SHAREHOLDERS' EQUITY](index=16&type=section&id=NOTE%2010%20%E2%80%93%20WARRANTS%20AND%20SHAREHOLDERS%27%20EQUITY) The Board of Directors authorized an **$80 million** stock repurchase program in May 2023, under which the company repurchased **$19.7 million** of common stock by June 30, 2023, and the warrant liability significantly decreased due to changes in fair value - On May 7, 2023, the Board authorized a stock repurchase program of up to **$80 million** over 24 months[68](index=68&type=chunk) - During the six months ended June 30, 2023, the company repurchased **4,201,025 shares** for approximately **$19.7 million** at a weighted average cost of **$4.68 per share**[70](index=70&type=chunk) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :---------------------- | :--------------------------- | :----------------------------- | | Warrant liability | $12,580 | $25,914 | | Change in fair value (6 months ended June 30, 2023) | $(13,334) | N/A | [NOTE 11 – COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%2011%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company is exposed to various legal and regulatory risks, including a **$2.25 million** reserve for potential losses from inaccessible funds due to a revoked banking license in Mexico, and the industry faces increasing global regulatory scrutiny, which could lead to higher compliance costs and operational impacts - The Company reserved **$2.25 million** for potential losses related to inaccessible funds from a banking entity in Mexico whose license was revoked[76](index=76&type=chunk) - The Company is subject to various laws and regulations, and regulatory actions or legal challenges could result in significant fines, penalties, or increased costs[75](index=75&type=chunk)[78](index=78&type=chunk) [NOTE 12 – REVENUE](index=18&type=section&id=NOTE%2012%20%E2%80%93%20REVENUE) Total revenues increased significantly, driven by both contracts with customers and a substantial rise in interest income from other sources, with Greater China remaining the largest primary regional market for revenue | Revenue Source | Three months ended June 30, 2023 (in thousands) | Three months ended June 30, 2022 (in thousands) | | :-------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Revenue from contracts with customers | $151,441 | $144,697 | | Revenue from other sources | $55,293 | $3,493 | | Total revenues | $206,734 | $148,190 | - Total revenues increased by **40%** for both the three and six months ended June 30, 2023, compared to the prior-year periods[80](index=80&type=chunk) - Greater China was the largest regional market, contributing **$71.2 million** in revenue for the three months ended June 30, 2023[81](index=81&type=chunk) [NOTE 13 - TRANSACTION COSTS](index=18&type=section&id=NOTE%2013%20-%20TRANSACTION%20COSTS) Transaction costs increased, primarily due to higher capital advance costs, however, the growth rate of transaction costs was lower than that of transaction volume, indicating improved commercial terms and platform optimizations | Classification | Three months ended June 30, 2023 (in thousands) | Three months ended June 30, 2022 (in thousands) | | :-------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Bank and processor fees | $21,739 | $20,889 | | Capital advance costs, net of recoveries | $1,857 | $164 | | Total transaction costs | $28,497 | $26,212 | - Total transaction costs increased by **9%** for the three months ended June 30, 2023, compared to the prior-year period[82](index=82&type=chunk) - Transaction costs grew at a lower rate than volume (**9%** vs. **8%** volume growth for the three months), attributed to improved commercial terms and internal platform optimizations[128](index=128&type=chunk) [NOTE 14 – STOCK-BASED COMPENSATION](index=19&type=section&id=NOTE%2014%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Stock-based compensation expenses increased for the six months ended June 30, 2023, reflecting new RSU grants and ongoing equity incentive plans, with the company also beginning to withhold common stock shares for tax obligations upon RSU vesting | Metric | Six months ended June 30, 2023 (in thousands) | Six months ended June 30, 2022 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total stock-based compensation | $33,100 | $24,798 | | Outstanding RSUs (June 30, 2023) | 34,362,396 units | N/A | | Granted RSUs (6 months ended June 30, 2023) | 14,986,204 units | N/A | - Total stock-based compensation expense increased by **$8.3 million** for the six months ended June 30, 2023, compared to the prior-year period[89](index=89&type=chunk) - The company started withholding common stock shares for tax withholding obligations upon RSU vesting, with **351,960 shares** withheld for **$1.5 million** during the three and six months ended June 30, 2023[87](index=87&type=chunk) [NOTE 15 - INCOME TAXES](index=20&type=section&id=NOTE%2015%20-%20INCOME%20TAXES) The effective tax rate increased for the six months ended June 30, 2023, primarily due to increased profitability in the U.S. and foreign income taxed at different rates, and a significant deferred tax benefit was recognized from the release of a valuation allowance on deferred tax assets in the United States - The effective tax rate for the six months ended June 30, 2023, was **22%**, compared to **12%** for the same period in 2022[92](index=92&type=chunk) - The Company recorded a release of **$10.55 million** in valuation allowance on deferred tax assets in the United States during the six months ended June 30, 2023[93](index=93&type=chunk) [NOTE 16 – NET EARNINGS PER SHARE](index=20&type=section&id=NOTE%2016%20%E2%80%93%20NET%20EARNINGS%20PER%20SHARE) Basic and diluted net earnings per share increased significantly for both the three and six months ended June 30, 2023, reflecting the company's improved net income, with the calculation including the dilutive impact of various equity instruments | Metric | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Six months ended June 30, 2023 | Six months ended June 30, 2022 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic earnings per share | $0.12 | $0.01 | $0.15 | $0.07 | | Diluted earnings per share | $0.12 | $0.01 | $0.14 | $0.07 | | Weighted average common shares outstanding — Diluted | 387,623,679 | 366,013,696 | 392,572,475 | 369,047,627 | - Diluted EPS for the three months ended June 30, 2023, was **$0.12**, a significant increase from **$0.01** in the prior-year period[96](index=96&type=chunk) [NOTE 17 – RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%2017%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note confirms that the Warehouse Facility agreement and the recent acquisition of Spott assets and IP involved related parties, but both transactions were reviewed and approved as being conducted at arm's length - The Warehouse Facility agreement (Note 8) and the acquisition of Spott assets and IP (Note 18) were identified as related party transactions[99](index=99&type=chunk)[104](index=104&type=chunk) - Both related party transactions were reviewed and approved in accordance with the Company's related party transaction approval process and concluded to be at arm's length[100](index=100&type=chunk)[104](index=104&type=chunk) [NOTE 18 – SUBSEQUENT EVENTS](index=21&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) Key events after June 30, 2023, include a workforce reduction plan expected to yield **$20 million** in annualized savings, the acquisition of Spott Incredibles Technologies Ltd.'s assets and IP for **$3.6 million**, and an agreement to purchase a non-bank payments institution in China - On July 10, 2023, the Company announced a plan to reduce its workforce by approximately **9%**, expecting **$5 million** in charges and an annualized future benefit of approximately **$20 million** to operating expenses[101](index=101&type=chunk)[102](index=102&type=chunk)[123](index=123&type=chunk) - On August 2, 2023, Payoneer acquired certain assets and Intellectual Property of Spott Incredibles Technologies Ltd. for **$3.6 million**, plus **$0.4 million** in contingent future payments[103](index=103&type=chunk) - On August 7, 2023, Payoneer entered into an agreement to purchase a non-bank payments institution in China, with approximately **$4 million** placed in escrow[105](index=105&type=chunk)[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and capital resources, highlighting significant revenue growth driven by increased transaction volume and monetization, improved operating income, and the impact of macroeconomic conditions, with key developments including a stock repurchase program and a workforce reduction plan [Overview](index=22&type=section&id=Overview) Payoneer's core business is empowering global commerce for SMBs through its cross-border payment platform, with revenue growth primarily driven by increasing transaction volume and enhancing monetization rates through customer acquisition in high-value regions and the introduction of new services - Payoneer's platform enables small and medium-sized businesses (SMBs) to transact, do business, and grow globally by simplifying cross-border payments[110](index=110&type=chunk) - Revenue growth is based on increasing transaction volume and improving monetization rates of Payoneer services, including focusing on high-value regions and services like B2B AP/AR and Payoneer Commercial Mastercard[114](index=114&type=chunk) | Metric | Three months ended June 30, 2023 (in millions) | Three months ended June 30, 2022 (in millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Volume | $15,788 | $14,635 | [Key Developments and Trends](index=23&type=section&id=Key%20Developments%20and%20Trends) This section addresses the impact of geopolitical conflicts (Ukraine war, minimal direct revenue impact), macroeconomic conditions (rising interest rates positively affecting interest income), the authorization of an **$80 million** stock repurchase program, and a workforce reduction plan expected to generate **$20 million** in annualized operating expense benefits - Ukraine and Belarus combined accounted for less than **10%** of revenue for the three and six months ended June 30, 2023, with Belarus accounting for less than **1%**[118](index=118&type=chunk) - Rising interest rates positively impacted interest income earned on customer balances, but a prolonged period of high rates could slow economic growth and transaction volumes[119](index=119&type=chunk) - The Board authorized an **$80 million** stock repurchase program in May 2023, with **$19.7 million** repurchased by June 30, 2023[120](index=120&type=chunk)[121](index=121&type=chunk) - A workforce reduction plan (approximately **9%** headcount) was announced in July 2023, expected to incur **$5 million** in charges and yield approximately **$20 million** in annualized operating expense benefits[122](index=122&type=chunk)[123](index=123&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) The company achieved significant revenue growth and a turnaround from operating loss to profit for the three and six months ended June 30, 2023, driven by increased interest income and customer growth, while transaction costs grew at a slower rate than volume, indicating improved efficiency, and sales and marketing expenses increased due to higher commissions and employee headcount | Metric | Three months ended June 30, 2023 (in thousands) | Three months ended June 30, 2022 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Revenues | $206,734 | $148,190 | | Transaction costs | $28,497 | $26,212 | | Operating income (loss) | $33,392 | $(2,204) | | Net income | $45,549 | $4,422 | | Financial income, net | $17,904 | $8,007 | | Taxes on income | $5,747 | $1,374 | - Revenues increased by **$58.5 million (40%)** for the three months ended June 30, 2023, primarily due to a **$51.8 million** increase in interest income[127](index=127&type=chunk) - Transaction costs increased by **9%** for the three months ended June 30, 2023, but grew at a lower rate than the **8%** volume increase, reflecting improved commercial terms and platform optimizations[128](index=128&type=chunk) - Sales and marketing expenses increased by **31%** for the three months ended June 30, 2023, driven by higher third-party commissions, employee compensation, and marketing programs[135](index=135&type=chunk) - Financial income, net, increased by **124%** for the three months ended June 30, 2023, primarily due to revaluation of foreign currency balances and interest income on corporate cash[140](index=140&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company believes its current cash and operating cash flows are sufficient for the next twelve months, with liquidity sources including **$581.1 million** in cash and cash equivalents and a Warehouse Facility for capital advance financing, and cash requirements including the ongoing share repurchase program and potential future investments/acquisitions - The company had **$581.1 million** of cash and cash equivalents as of June 30, 2023[146](index=146&type=chunk) - The Warehouse Facility provides external financing for capital advance activity, with an initial committed amount of **$25 million**, expandable up to **$100 million**[147](index=147&type=chunk)[148](index=148&type=chunk) - Net cash provided by operating activities was **$59.9 million** for the six months ended June 30, 2023, an increase of **$31.0 million** year-over-year[156](index=156&type=chunk) - Net cash used in financing activities was **$315.4 million** for the six months ended June 30, 2023, a significant change from **$751.8 million** provided in the prior year, reflecting a decline in customer balances and **$17.1 million** used for share repurchases[155](index=155&type=chunk)[161](index=161&type=chunk) [Key Metrics and Non-GAAP Financial Measures](index=28&type=section&id=Key%20Metrics%20and%20Non-GAAP%20Financial%20Measures) Management uses Volume, Revenue, and Adjusted EBITDA to evaluate performance, with Volume growing by **8%** for both the three and six months ended June 30, 2023, driven by customer acquisition and a rebound in travel spending, and Adjusted EBITDA seeing a substantial increase, reflecting improved operational performance | Metric | Three months ended June 30, 2023 (in millions) | Three months ended June 30, 2022 (in millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Volume | $15,788 | $14,635 | - Volume grew **8%** for both the three and six months ended June 30, 2023, driven by customer acquisition, a rebound in travel spending, and growth in large digital commerce marketplaces[165](index=165&type=chunk) | Metric | Three months ended June 30, 2023 (in thousands) | Three months ended June 30, 2022 (in thousands) | | :------------- | :---------------------------------------------- | :---------------------------------------------- | | Adjusted EBITDA | $55,972 | $14,741 | - Adjusted EBITDA increased significantly from **$14.7 million** in Q2 2022 to **$56.0 million** in Q2 2023[170](index=170&type=chunk) [Critical Accounting Policies and Estimates](index=29&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material updates to the company's critical accounting policies and estimates during the six months ended June 30, 2023, with the exception of the release of the valuation allowance on deferred tax assets in the United States - No material updates to critical accounting policies and estimates in the six months ended June 30, 2023, except for the release of the valuation allowance on deferred tax assets in the United States[175](index=175&type=chunk) [Recent Accounting Pronouncements](index=29&type=section&id=Recent%20Accounting%20Pronouncements) A description of recently issued accounting pronouncements that may impact the company's financial statements is disclosed in Note 2 to the unaudited condensed consolidated financial statements - Refer to Note 2 for a description of recently issued accounting pronouncements[176](index=176&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rate changes and foreign currency fluctuations, where a hypothetical **1%** change in interest rates or a **10%** change in exchange rates could materially impact revenues and earnings, with foreign exchange transactions also contributing to revenue generation - A hypothetical **1%** increase or decrease in interest rates could have a material effect on the company's revenues and earnings[178](index=178&type=chunk) - The company is exposed to foreign currency fluctuations, particularly in the Euro, British Pound, Japanese Yen, Vietnamese Dong, Chinese Yuan, and other currencies[181](index=181&type=chunk) - A hypothetical **10%** increase or decrease in current exchange rates could have a material impact on the company's financial results[181](index=181&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, and no material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[184](index=184&type=chunk) - There has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting during the most recently completed fiscal quarter[185](index=185&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters in the ordinary course of business, with further details on commitments and contingencies, as well as risks related to litigation, referenced in Note 11 of the financial statements and the Annual Report on Form 10-K - The company is a party to various litigation matters incidental to the conduct of its business[188](index=188&type=chunk) - Refer to Note 11 (Commitments and Contingencies) for more information on legal proceedings[188](index=188&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As of the filing date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K filed on February 28, 2023 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on February 28, 2023[190](index=190&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports the exercise of options by a former shareholder and details the company's common stock repurchase activities during the quarter, including the number of shares purchased and the average price paid - A former shareholder exercised **607,010 options** to purchase common stock, generating proceeds of **$327,785**[191](index=191&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | :----------------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------------------------- | | May 1, 2023 - May 31, 2023 | 147,446 | $4.24 | $79,374,648 | | June 1, 2023 - June 30, 2023 | 4,053,579 | $4.69 | $60,348,786 | | Total | 4,201,025 | N/A | N/A | - The company repurchased **4,201,025 shares** of common stock during the quarter ended June 30, 2023, under its publicly announced stock repurchase program[193](index=193&type=chunk) [Item 3. Defaults upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[195](index=195&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Payoneer Global Inc - Mine Safety Disclosures are not applicable to the company[196](index=196&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) This section discloses Rule 10b5-1 trading arrangements adopted by certain officers and directors for the sale of common stock, primarily to cover tax withholding obligations upon the vesting of restricted stock units - Certain officers and directors adopted Rule 10b5-1 trading arrangements for the sale of common stock[199](index=199&type=chunk) - These arrangements are primarily for net share settlements to cover tax withholding obligations upon the vesting of restricted stock units[199](index=199&type=chunk)[201](index=201&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications from the CEO and CFO, and XBRL-related documents - The report includes certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[205](index=205&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are filed as part of the exhibits[205](index=205&type=chunk) [Signatures](index=34&type=section&id=Signatures) The Quarterly Report on Form 10-Q is officially signed by the Chief Executive Officer and Chief Financial Officer of Payoneer Global Inc., certifying its submission - The report was signed by John Caplan, Chief Executive Officer, and Bea Ordonez, Chief Financial Officer, on August 8, 2023[210](index=210&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Payoneer Global Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) Delaware 001-40547 86-1 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________. Payoneer Global Inc. (Exact name of registrant as specified in its charter) 001-40547 (Commission file number) Delaware 86-1778671 (St ...