PAYONEER GLEQ.WARRT.EXP(PAYOW) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 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) 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] - 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] Condensed Consolidated Statements of Comprehensive Income (Unaudited) 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] - 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] Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) 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][22] - Net income of $53.5 million for the six months ended June 30, 2023, significantly reduced the accumulated deficit[22] Condensed Consolidated Statements of Cash Flows (Unaudited) 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][156] - 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][161] Notes to the Condensed Consolidated Financial Statements (Unaudited) 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 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] - The Company offers a suite of services including cross-border payments, physical and virtual Mastercard cards, working capital, and risk management[29] NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES 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][36] | 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] NOTE 3 – CAPITAL ADVANCE ("CA") RECEIVABLES 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] NOTE 4 - OTHER CURRENT ASSETS 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] NOTE 5 – PROPERTY, EQUIPMENT AND SOFTWARE 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] NOTE 6 – INTANGIBLE ASSETS 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] - The Company recognized $293 thousand in impairment of acquired intangibles during the six months ended June 30, 2023[56] NOTE 7 - OTHER PAYABLES 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] NOTE 8 – DEBT 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][99] - 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] - The Company was in compliance with all applicable covenants of the Warehouse Facility agreement as of June 30, 2023[65] NOTE 9 – OTHER LONG-TERM LIABILITIES 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] NOTE 10 – WARRANTS AND SHAREHOLDERS' EQUITY 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] - 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] | 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 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] - 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][78] NOTE 12 – REVENUE 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] - Greater China was the largest regional market, contributing $71.2 million in revenue for the three months ended June 30, 2023[81] NOTE 13 - TRANSACTION COSTS 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] - 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] NOTE 14 – STOCK-BASED COMPENSATION 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] - 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] NOTE 15 - INCOME TAXES 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] - 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] NOTE 16 – NET EARNINGS PER SHARE 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] NOTE 17 – RELATED PARTY TRANSACTIONS 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][104] - 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][104] NOTE 18 – SUBSEQUENT EVENTS 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][102][123] - 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] - 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][106] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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] | 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 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] - 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] - The Board authorized an $80 million stock repurchase program in May 2023, with $19.7 million repurchased by June 30, 2023[120][121] - 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][123] Results of Operations 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] - 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] - 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] - 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] Liquidity and Capital Resources 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] - The Warehouse Facility provides external financing for capital advance activity, with an initial committed amount of $25 million, expandable up to $100 million[147][148] - 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] - 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][161] Key Metrics and Non-GAAP Financial Measures 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] | 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] Critical Accounting Policies and Estimates 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] Recent Accounting Pronouncements 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] - The company is exposed to foreign currency fluctuations, particularly in the Euro, British Pound, Japanese Yen, Vietnamese Dong, Chinese Yuan, and other currencies[181] - A hypothetical 10% increase or decrease in current exchange rates could have a material impact on the company's financial results[181] Item 4. Controls and Procedures 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] - 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] PART II - OTHER INFORMATION Item 1. Legal Proceedings 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] - Refer to Note 11 (Commitments and Contingencies) for more information on legal proceedings[188] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] | 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] Item 3. Defaults upon Senior Securities The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[195] Item 4. Mine Safety Disclosures This item is not applicable to Payoneer Global Inc - Mine Safety Disclosures are not applicable to the company[196] Item 5. Other Information 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] - These arrangements are primarily for net share settlements to cover tax withholding obligations upon the vesting of restricted stock units[199][201] Item 6. Exhibits 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] - XBRL Instance Document and Taxonomy Extension Documents are filed as part of the exhibits[205] 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]