Payoneer (PAYO) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) The unaudited condensed consolidated financial statements detail the company's financial position and performance Condensed consolidated balance sheets (Unaudited) The balance sheets detail the company's assets, liabilities, and shareholders' equity at period-end Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024): | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Total Assets | $8,110,428 | $7,930,380 | | Total Liabilities | $7,339,523 | $7,205,590 | | Total Shareholders' Equity | $770,905 | $724,790 | | Current Customer Funds | $6,583,839 | $6,439,153 | | Non-Current Intangible Assets, net | $203,940 | $102,390 | | Treasury Stock | $(243,405) | $(193,724) | | Retained Earnings | $146,024 | $105,967 | Condensed consolidated statements of comprehensive income (Unaudited) These statements detail revenues, expenses, and net income for the three and six-month periods Comprehensive Income Highlights (Three Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Revenues | $260,614 | $239,520 | +$21,094 (+8.8%) | | Total Operating Expenses | $230,537 | $193,211 | +$37,326 (+19.3%) | | Operating Income | $30,077 | $46,309 | -$16,232 (-35.1%) | | Net Income | $19,480 | $32,425 | -$12,945 (-39.9%) | | Basic EPS | $0.05 | $0.09 | -$0.04 | | Diluted EPS | $0.05 | $0.09 | -$0.04 | Comprehensive Income Highlights (Six Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Revenues | $507,231 | $467,703 | +$39,528 (+8.5%) | | Total Operating Expenses | $447,835 | $383,018 | +$64,817 (+16.9%) | | Operating Income | $59,396 | $84,685 | -$25,289 (-29.9%) | | Net Income | $40,057 | $61,399 | -$21,342 (-34.8%) | | Basic EPS | $0.11 | $0.17 | -$0.06 | | Diluted EPS | $0.10 | $0.16 | -$0.06 | Condensed consolidated statements of changes in shareholders' equity (Unaudited) This section details changes in each component of shareholders' equity for various periods Shareholders' Equity Changes (June 30, 2025 vs. March 31, 2025): | Metric | March 31, 2025 (in thousands) | June 30, 2025 (in thousands) | | :--- | :--- | :--- | | Total Shareholders' Equity | $750,731 | $770,905 | | Common Stock Shares | 400,261,352 | 404,801,165 | | Treasury Stock Amount | $(210,702) | $(243,405) | | Additional Paid-in Capital | $834,745 | $859,590 | | Retained Earnings | $126,544 | $146,024 | Shareholders' Equity Changes (June 30, 2025 vs. December 31, 2024): | Metric | December 31, 2024 (in thousands) | June 30, 2025 (in thousands) | | :--- | :--- | :--- | | Total Shareholders' Equity | $724,790 | $770,905 | | Common Stock Shares | 395,965,588 | 404,801,165 | | Treasury Stock Amount | $(193,724) | $(243,405) | | Additional Paid-in Capital | $821,196 | $859,590 | | Retained Earnings | $105,967 | $146,024 | Condensed consolidated statements of cash flows (Unaudited) This statement outlines cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary (Six Months Ended June 30): | Activity | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $124,401 | $80,914 | +$43,487 | | Net cash used in investing activities | $(133,511) | $(965,298) | +$831,787 | | Net cash provided by (used in) financing activities | $2,240 | $(443,475) | +$445,715 | | Net change in cash, cash equivalents, restricted cash and customer funds | $(825) | $(1,330,170) | +$1,329,345 | Customer Funds Reconciliation (June 30): | Item | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $497,144 | $575,730 | | Current restricted cash | $8,606 | $10,653 | | Non-current restricted cash | $20,948 | $6,018 | | Current customer funds | $6,583,839 | $5,812,105 | | Non-current customer funds | $450,000 | $225,000 | | Total cash, cash equivalents, restricted cash and customer funds | $5,657,385 | $5,688,197 | Notes to condensed consolidated financial statements (Unaudited) This section provides detailed explanations and disclosures for the financial statements NOTE 1 – GENERAL OVERVIEW Payoneer provides a cross-border payments platform enabling global commerce for SMBs - Payoneer empowers global commerce for SMBs through its cross-border payments platform[31] - Offers a global financial stack including AR/AP, funds management, working capital, and multicurrency accounts[31] - Provides a fully hosted service with various payment options and minimal integration[31] NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES This note outlines the principles of consolidation, basis of presentation, and use of estimates - Financial statements are prepared under U.S. GAAP, consolidating Payoneer Global Inc and its wholly-owned subsidiaries[32] - Management uses estimates for items like capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and M&A contingent consideration[34] - Indefinite-lived intangible assets (e.g, payment licenses from acquisitions) are not amortized but tested for impairment annually[39] - The company corrected a prior-period error in classifying $225 million of customer funds as current instead of non-current and $300 million of term deposits as cash flow basis instead of investing cash flows, which was deemed immaterial to previously issued statements[41][42] - New FASB guidance (ASU 2023-09 and ASU 2024-03) on income tax and cost disclosures are being evaluated for potential impact[44][45] NOTE 3 – ACQUISITIONS Payoneer completed two acquisitions to strengthen its China payment services and global financial stack - PayEco Acquisition (April 9, 2025): - Acquired 100% equity for $76,074 thousand[46] - Consideration included a $97,357 thousand license intangible asset and a $23,783 thousand deferred tax liability[78] - Strengthens global regulatory infrastructure and China-based customer services[46] - Skuad Acquisition (August 5, 2024): - Acquired 100% equity for $69,388 thousand[47] - Consideration included $61,099 thousand cash and $6,974 thousand contingent consideration[50] - Goodwill of $57,896 thousand recognized, primarily for expected synergies[51] - Accelerates strategy to deliver a comprehensive financial stack for global SMBs[47] NOTE 4 – CAPITAL ADVANCE ("CA") RECEIVABLES The company provides capital advances to sellers by purchasing future receivables Capital Advance Receivables (Six Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | CA extended to customers | $167,143 | $154,357 | | CA collected from customers | $189,081 | $147,654 | | Charge-offs, net of recoveries | $2,123 | $2,288 | | Ending CA receivables, gross | $36,685 | $54,923 | | Allowance for CA losses | $4,875 | $5,445 | | CA receivables, net | $31,810 | $49,478 | - Loss rates applied to the CA portfolio ranged from 0.87% to 2.02% as of June 30, 2025, and December 31, 2024[55] NOTE 5 – CUSTOMER FUNDS AND INVESTMENTS Payoneer invests customer funds in available-for-sale debt securities and term deposits Customer Funds and Investments (June 30, 2025 vs. December 31, 2024): | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $5,229,065 | $5,189,216 | | Available-for-sale debt securities | $1,279,774 | $1,174,937 | | Term deposits (current) | $75,000 | $75,000 | | Term deposits (non-current) | $450,000 | $525,000 | | Total customer funds | $7,033,839 | $6,964,153 | - As of June 30, 2025, available-for-sale debt securities included $7,362 thousand in unrealized gains and $54 thousand in unrealized losses, net of tax[58] - $346,405 thousand of available-for-sale debt securities mature within one year, and $933,369 thousand mature between one and five years[60] NOTE 6 – DERIVATIVES AND HEDGING Payoneer uses derivative instruments to hedge against interest rate and foreign currency risks Derivative Assets (June 30, 2025 vs. December 31, 2024): | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Total current derivative assets | $7,004 | $2,034 | | Non-current interest rate floors | $24,343 | $17,692 | | Total derivative assets | $31,347 | $19,726 | - The company recognized $9,730 thousand (six months) in unrealized gains, net of tax, on derivative instruments designated as cash flow hedges in OCI for the period ended June 30, 2025[65] - Interest rate floors hedge interest income on $1.9 billion notional investment of customer funds in floating rate cash equivalent instruments[64] NOTE 7 – FAIR VALUE This note details the fair value measurements of financial assets and liabilities Financial Assets at Fair Value (June 30, 2025): | Category | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | | U.S. Treasury Securities | $1,279,774 | $0 | $0 | $1,279,774 | | Current Derivative Assets | $0 | $7,004 | $0 | $7,004 | | Non-Current Derivative Assets | $0 | $24,343 | $0 | $24,343 | | Total Financial Assets | $1,279,774 | $31,347 | $0 | $1,311,121 | Financial Liabilities at Fair Value (June 30, 2025): | Category | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Skuad acquisition earnout liability | $0 | $0 | $9,119 | $9,119 | | PayEco deferred payment liability (current) | $0 | $0 | $3,754 | $3,754 | | PayEco deferred payment liability (non-current) | $0 | $0 | $8,256 | $8,256 | | Total Financial Liabilities | $0 | $0 | $21,129 | $21,129 | - The fair values of cash, customer funds, receivables, and payables approximated their carrying values[70] NOTE 8 - OTHER CURRENT ASSETS Other current assets decreased primarily due to a decrease in prepaid income taxes and income receivable Other Current Assets (June 30, 2025 vs. December 31, 2024): | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Prepaid expenses | $30,396 | $21,429 | | Income receivable | $22,952 | $24,654 | | Prepaid income taxes | $11,921 | $33,476 | | Derivative assets | $5,440 | $1,295 | | Total Other current assets | $77,227 | $88,210 | NOTE 9 – PROPERTY, EQUIPMENT AND SOFTWARE Net property, equipment, and software increased, driven by additions to computers and software Property, Equipment and Software, Net (June 30, 2025 vs. December 31, 2024): | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Computers, software and peripheral equipment | $48,468 | $43,003 | | Total Property, equipment and software | $64,334 | $58,135 | | Accumulated depreciation | $(46,454) | $(42,082) | | Property, equipment and software, net | $17,880 | $16,053 | - Depreciation expense for the three months ended June 30, 2025, was $2,559 thousand, up from $2,098 thousand in the prior year[74] NOTE 10 –INTANGIBLE ASSETS Net intangible assets significantly increased due to the acquisition of a license from PayEco Intangible Assets, Net (June 30, 2025 vs. December 31, 2024): | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Internal use software, net | $95,599 | $88,816 | | Acquired developed technology, net | $4,889 | $7,158 | | Customer relationships, net | $6,095 | $6,416 | | License (indefinite-lived), net | $97,357 | $0 | | Total Intangible assets, net | $203,940 | $102,390 | - The $97,357 thousand license intangible asset from the PayEco acquisition is classified as indefinite-lived and not amortized[78] - Amortization expense for the three months ended June 30, 2025, was $12,994 thousand, up from $8,614 thousand in the prior year[79] - Expected future finite-lived intangible asset amortization is $88,367 thousand, with $24,570 thousand expected in the remainder of 2025[81] NOTE 11 - OTHER PAYABLES Other payables increased due to higher commissions payable and acquisition-related deferred payments Other Payables (June 30, 2025 vs. December 31, 2024): | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Employee related compensation | $66,616 | $81,482 | | Commissions payable | $20,882 | $18,057 | | Current portion of Skuad acquisition earnout liability | $9,119 | $723 | | Current portion of PayEco acquisition deferred payment liability | $3,754 | $0 | | Total Other payables | $131,952 | $129,621 | NOTE 12 – OTHER LONG-TERM LIABILITIES Other long-term liabilities increased mainly due to reserves for uncertain tax positions and lease liabilities Other Long-Term Liabilities (June 30, 2025 vs. December 31, 2024): | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Reserves for uncertain income tax positions | $47,539 | $39,633 | | Long-term lease liabilities | $39,315 | $15,645 | | Non-current portion of PayEco acquisition deferred payment liability | $8,256 | $0 | | Non-current portion of Skuad acquisition earnout liability | $0 | $8,021 | | Total other long-term liabilities | $106,211 | $73,043 | NOTE 13 – WARRANTS AND SHAREHOLDERS' EQUITY This note details the company's share repurchase program and changes in accumulated other comprehensive income - Share Repurchase Program: - Board authorized an increase to the repurchase program to $300 million, effective August 6, 2025, expiring December 31, 2027[85][170] - During the six months ended June 30, 2025, the company repurchased 6,692,475 shares for $49,681 thousand (weighted average cost $7.43/share)[86] - As of June 30, 2025, $54,070 thousand remained available for future repurchases[86] - Warrants: - In September 2024, the company completed a tender offer to repurchase all outstanding warrants at $0.78 per warrant[87] - A total of 24,030,937 warrants were repurchased for $18,744 thousand, resulting in a $13,217 thousand loss[88] Accumulated Other Comprehensive Income (Loss) (Six Months Ended June 30, 2025): | Component | Beginning Balance (in thousands) | Net Current Period OCI (in thousands) | Ending Balance (in thousands) | | :--- | :--- | :--- | :--- | | Foreign currency translation adjustments | $(242) | $(103) | $(345) | | Unrealized gains on available-for-sale debt securities | $(322) | $7,630 | $7,308 | | Unrealized gains (losses) on cash flow hedges | $(12,045) | $9,730 | $(2,315) | | Total | $(12,609) | $17,257 | $4,648 | NOTE 14 – COMMITMENTS AND CONTINGENCIES Payoneer is subject to various legal and regulatory matters in the ordinary course of business - The company is subject to various laws and regulations, and noncompliance could lead to fines, penalties, and reputational harm[95] - A $2,250 thousand reserve has been established for funds unrecoverable from a Mexican banking entity whose license was revoked in 2021[96] - Ongoing disputes and regulatory inquiries reflect increasing global regulatory focus on the industry[97][98] NOTE 15 – REVENUE Total revenues grew, driven by growth in SMB revenue, partially offset by lower interest income Revenue Breakdown (Three Months Ended June 30): | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Revenue from contracts with customers | $200,496 | $171,243 | | Interest income on customer balances | $58,334 | $65,821 | | Capital advance income | $1,784 | $2,456 | | Total Revenues | $260,614 | $239,520 | Revenue Breakdown (Six Months Ended June 30): | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Revenue from contracts with customers | $386,759 | $331,701 | | Interest income on customer balances | $116,306 | $131,089 | | Capital advance income | $4,166 | $4,913 | | Total Revenues | $507,231 | $467,703 | Revenue by Primary Regional Market (Six Months Ended June 30, 2025): | Region | Revenue (in thousands) | | :--- | :--- | | Greater China | $170,809 | | Europe, Middle East, and Africa | $126,289 | | Asia-Pacific | $105,022 | | Latin America | $56,756 | | North America | $48,355 | NOTE 16 - TRANSACTION COSTS Transaction costs increased due to higher bank, processor, and network fees Transaction Costs (Three Months Ended June 30): | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Bank and processor fees | $30,684 | $25,476 | | Network fees | $7,358 | $5,680 | | Chargebacks and operational losses | $1,076 | $3,689 | | Total Transaction Costs | $40,566 | $36,961 | Transaction Costs (Six Months Ended June 30): | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Bank and processor fees | $59,342 | $49,855 | | Network fees | $13,826 | $10,716 | | Chargebacks and operational losses | $3,450 | $5,576 | | Total Transaction Costs | $79,915 | $70,927 | - The increase in transaction costs for the six months outpaced total volume growth due to a shift towards products with higher cost per transaction[149] NOTE 17 – SEGMENT INFORMATION Payoneer operates as a single reportable segment, with performance evaluated based on consolidated net income - The company operates in one segment and has one reportable segment[106] - CODM (CEO and CFO) review consolidated net income for evaluating ongoing operations, internal planning, forecasting, and strategic investment decisions[107] Consolidated Net Income (Six Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Revenue | $507,231 | $467,703 | | Less: Total Operating Expenses (sum of listed items) | $(447,835) | $(383,018) | | Income taxes | $(17,562) | $(29,776) | | Other segment items (Financial income/expense, net) | $(1,777) | $6,490 | | Net income (loss) | $40,057 | $61,399 | NOTE 18 – STOCK-BASED COMPENSATION This note details stock option, RSU, and PSU activity, including grants, exercises, and forfeitures Stock Options Activity (Six Months Ended June 30, 2025): | Metric | Options | | :--- | :--- | | Outstanding at December 31, 2024 | 11,560,158 | | Exercised | (2,267,422) | | Forfeited | (144,900) | | Outstanding at June 30, 2025 | 9,147,836 | | Exercisable at June 30, 2025 | 8,283,157 | RSU and PSU Activity (Six Months Ended June 30, 2025): | Metric | Units | | :--- | :--- | | Outstanding December 31, 2024 | 29,163,413 | | Granted | 7,798,271 | | Vested | (5,889,804) | | Forfeited | (1,873,969) | | Outstanding June 30, 2025 | 27,982,965 | - Total stock-based compensation expense for the six months ended June 30, 2025, was $38,814 thousand, up from $28,742 thousand in the prior year[119] NOTE 19 - INCOME TAXES Income tax expense decreased due to a significant U.S. tax benefit for foreign customer income - Effective tax rate was 30% for the six months ended June 30, 2025, compared to 33% in 2024[121] - The decrease in income tax expense was driven by a $12.4 million reduction in U.S. federal current income tax expense due to benefits for foreign customer income and $3.0 million in deferred tax benefits[164] - This was partially offset by a $4.0 million increase in the provision for uncertain tax positions[164] - The company maintains a full valuation allowance on deferred tax assets in Singapore and Germany[122] - The "One Big Beautiful Bill Act" enacted on July 4, 2025, is not expected to have a material impact for the period ended June 30, 2025[165] NOTE 20 – NET EARNINGS PER SHARE Basic and diluted net earnings per share decreased, reflecting lower net income Net Earnings Per Share (Six Months Ended June 30): | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net income (in thousands) | $40,057 | $61,399 | | Weighted average common shares outstanding — Basic | 368,185,088 | 357,795,857 | | Weighted average common shares outstanding — Diluted | 385,250,558 | 376,727,575 | | Basic earnings per share | $0.11 | $0.17 | | Diluted earnings per share | $0.10 | $0.16 | - Certain RSUs, PSUs, Earn-Out Shares, and options were excluded from diluted EPS calculation as their effect was antidilutive or conditions were not met[125] NOTE 21 – SUBSEQUENT EVENTS The Board of Directors increased the share repurchase authorization to $300 million - Share repurchase authorization increased to $300 million, effective August 6, 2025, expiring December 31, 2027[126] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, results of operations, business drivers, and macroeconomic impacts Overview Payoneer enables global commerce for SMBs through its cross-border payments platform and financial stack - Payoneer's core value proposition is simplifying cross-border business for SMBs, especially in emerging markets[130] - Revenues are primarily generated from transaction fees and interest income on customer funds[131] - Strategy focuses on growing high-value customers, improving retention, and increasing wallet share through new products[131] - Volume processed on the platform was $20.7 billion for Q2 2025 (up 11% YoY) and $40.4 billion for H1 2025 (up 9% YoY)[132][189] - Future investments will focus on enhancing the global platform, new products, regulatory footprint, and strategic acquisitions[133] Key Developments and Trends This section discusses the impact of macroeconomic conditions and recent strategic acquisitions Macroeconomic Conditions Macroeconomic conditions, including interest rate fluctuations, continue to impact Payoneer's business - Macroeconomic conditions (interest rates, trade policies, geopolitical events) impact customer spending and platform volume[135] - Customer funds on the platform reached $7.0 billion as of June 30, 2025[136] - A 100 basis point cut in the U.S. Federal Reserve benchmark interest rate in 2024 is expected to negatively impact interest income revenue[136] - Payoneer invested $1.8 billion of customer funds in debt securities and term deposits and purchased interest rate derivative contracts for $1.9 billion to hedge against declining interest rates[136] Impact of Israel's Conflicts in the Middle East Ongoing conflicts in the Middle East have not materially impacted Payoneer's operations - Ongoing conflicts in the Middle East have not materially impacted business operations or customer support[137] - Approximately 52% of global employees and 78% of R&D resources are located in Israel[137] - Revenue from Israeli customers was insignificant for the periods ended June 30, 2025[138] - The company monitors the situation and has business continuity plans and redundant technology infrastructure outside Israel[137] Impact of the war in Ukraine Payoneer ceased services in Russia and limited services to Belarus, with stable revenues from Ukraine - Ceased services in Russia and limited services to Belarus in 2022 due to sanctions[141] - Ukraine and Belarus combined accounted for less than 10% of total revenue for the three and six months ended June 30, 2025[141] - Revenues in Ukraine have remained relatively stable[141] Mergers & Acquisitions Payoneer completed two key acquisitions to enhance China-based services and its global financial stack - Acquired PayEco on April 9, 2025, to strengthen China-based payment services and regulatory infrastructure[142] - Acquired Skuad on August 5, 2024, to accelerate the delivery of a comprehensive financial stack for global SMBs[143] Results of Operations This section provides a detailed period-to-period comparison of Payoneer's consolidated financial performance Financial Performance Summary (Three Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Revenues | $260,614 | $239,520 | | Total operating expenses | $230,537 | $193,211 | | Operating income | $30,077 | $46,309 | | Income before income taxes | $29,850 | $48,291 | | Net income | $19,480 | $32,425 | Financial Performance Summary (Six Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Revenues | $507,231 | $467,703 | | Total operating expenses | $447,835 | $383,018 | | Operating income | $59,396 | $84,685 | | Income before income taxes | $57,619 | $91,175 | | Net income | $40,057 | $61,399 | Revenues Revenues increased, driven by SMB revenue growth, partially offset by lower interest income - Revenues for Q2 2025 increased by $21.1 million (9%) to $260.6 million YoY[148] - Revenues for H1 2025 increased by $39.5 million (8%) to $507.2 million YoY[148] - SMB revenue growth was driven by B2B SMBs (+$15.7M Q2, +$29.8M H1), marketplace sellers (+$8.5M Q2, +$16.4M H1), and DTC sellers (+$4.0M Q2, +$7.5M H1)[148] - Offset by a decrease in interest income on customer balances ($-7.5M Q2, $-14.8M H1) due to modestly lower interest rates[148] Transaction costs Transaction costs increased due to higher bank, processor, and network fees - Transaction costs for Q2 2025 increased by $3.6 million (10%) to $40.6 million YoY[148] - Transaction costs for H1 2025 increased by $9.0 million (13%) to $79.9 million YoY[149] - Increases driven by bank and processor fees (+$5.2M Q2, +$9.5M H1) and card network fees (+$1.7M Q2, +$3.1M H1)[148][149] - Offset by decreases in chargebacks and operational losses ($-2.6M Q2, $-2.1M H1)[148][149] - H1 transaction costs outpaced total volume increase due to a shift towards higher cost-per-transaction products[149] Other operating expenses Other operating expenses increased primarily due to higher information technology expenses - Other operating expenses for Q2 2025 increased by $1.5 million (4%) to $42.7 million YoY, driven by a $2.1 million increase in IT expenses[150] - Other operating expenses for H1 2025 increased by $2.8 million (3%) to $84.4 million YoY, driven by a $3.2 million increase in IT expenses[151] - Partially offset by a $1.5 million decrease in reserves for regulatory matters (Q2 & H1) and a $1.3 million decrease in third-party contractor expenses (H1)[150][151] Research and development expenses R&D expenses increased significantly due to higher employee compensation and contractor expenses - R&D expenses for Q2 2025 increased by $9.8 million (36%) to $37.4 million YoY, driven by employee compensation (+$6.3M), third-party contractors (+$2.4M), and IT expenses (+$1.1M)[152] - R&D expenses for H1 2025 increased by $15.0 million (25%) to $74.7 million YoY, driven by employee compensation (+$10.2M), third-party contractors (+$3.1M), and IT expenses (+$1.8M)[153] - Partially offset by a $1.2 million increase in capitalized employee compensation costs for internal use software (H1)[153] Sales and marketing expenses Sales and marketing expenses increased due to higher employee compensation and marketing expenditures - Sales and marketing expenses for Q2 2025 increased by $6.7 million (13%) to $57.3 million YoY, driven by employee compensation (+$3.0M) and marketing efforts (+$2.8M)[154] - Sales and marketing expenses for H1 2025 increased by $11.5 million (11%) to $112.0 million YoY, driven by employee compensation (+$5.5M) and marketing spend (+$5.0M)[155] General and administrative expenses G&A expenses increased significantly due to higher employee compensation and legal expenses - G&A expenses for Q2 2025 increased by $10.9 million (42%) to $37.0 million YoY, driven by employee compensation (+$5.4M) and third-party legal expenses (+$1.9M)[158] - G&A expenses for H1 2025 increased by $16.6 million (33%) to $66.9 million YoY, driven by employee compensation (+$10.6M) and consulting expenses (+$1.8M)[159] Depreciation and amortization expenses Depreciation and amortization expenses increased primarily due to increased amortization of internal use software - Depreciation and amortization expenses for Q2 2025 increased by $4.8 million (45%) to $15.6 million YoY[160] - Depreciation and amortization expenses for H1 2025 increased by $9.8 million (49%) to $29.9 million YoY[160] - Mainly driven by increased amortization of internal use software[160] Financial income and expense, net The company shifted to a net financial expense due to reduced corporate interest income - Net financial expense for Q2 2025 was $(0.2) million, a decrease of $2.2 million (111%) from prior-year income[161] - Net financial expense for H1 2025 was $(1.8) million, a decrease of $8.3 million (127%) from prior-year income[162] - Primarily driven by a reduction in corporate interest income ($-4.1M Q2, $-8.1M H1) and the non-recurrence of warrant fair value gains ($-1.0M Q2, $-2.8M H1)[161][162] - Partially offset by a decrease in exchange rate losses (+$3.6M Q2, +$3.6M H1)[161][162] Income taxes Income tax expense decreased due to a significant U.S. tax benefit for foreign customer income - Income tax expense for Q2 2025 decreased by $5.5 million (35%) to $10.4 million YoY[163] - Income tax expense for H1 2025 decreased by $12.2 million (41%) to $17.6 million YoY[164] - Driven by a decrease in U.S. federal current income tax expense ($-6.7M Q2, $-12.4M H1) due to benefits for foreign customer income[163][164] - Also benefited from deferred tax benefits (+$2.3M Q2, +$3.0M H1) related to stock-based compensation and R&D capitalization[163][164] - Offset by an increase in the provision for uncertain tax positions (+$5.1M Q2, +$4.0M H1)[163][164] Liquidity and Capital Resources Existing cash and operating cash flows are sufficient for the next twelve months Sources of Liquidity Current cash and operating cash flows will cover working capital and capital expenditures - As of June 30, 2025, cash and cash equivalents totaled $497.1 million[169] - Existing cash and operating cash flows are expected to be sufficient for the next twelve months[168] Current and Future Cash Requirements The Board increased the share repurchase program authorization to $300 million - Share repurchase program authorized amount increased to $300 million, effective August 6, 2025, expiring December 31, 2027[170] - During H1 2025, $49.7 million was used to repurchase 6,692,475 shares[171] - $54.1 million remained available for future repurchases as of June 30, 2025[171] Cash Flows Operating cash flow increased, investing cash use decreased, and financing activities shifted to a net provide Cash Flow Summary (Six Months Ended June 30): | Activity | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $124,401 | $80,914 | | Net cash used in investing activities | $(133,511) | $(965,298) | | Net cash provided by (used in) financing activities | $2,240 | $(443,475) | | Net change in cash, cash equivalents, restricted cash and customer funds | $(825) | $(1,330,170) | Operating Activities Net cash from operating activities increased, driven by changes in operating assets and liabilities - Net cash provided by operating activities increased by $43.5 million to $124.4 million for H1 2025[176] - Changes in operating assets and liabilities contributed a $53.3 million increase, mainly from higher capital advance collections (+$28.4M) and a one-time cash tax refund (+$24.2M)[177][178] - Non-cash items increased operating cash flows by $11.6 million, primarily due to higher depreciation & amortization (+$9.8M) and stock-based compensation (+$10.1M) addbacks[180] - Offset by a $21.3 million decrease in net income[182] Investing Activities Net cash used in investing activities decreased significantly due to a shift in investment strategy - Net cash used in investing activities decreased by $831.8 million to $133.5 million for H1 2025[183] - Prior year included $934.2 million net purchases of U.S. Treasury securities and term deposits, while current period had $17.5 million net purchases[184] - Partially offset by a $44.6 million increase in customer funds in-transit and $33.1 million cash paid for the PayEco acquisition[184] Financing Activities Financing activities shifted to a net cash provide, driven by an increase in customer balances - Net cash provided by financing activities was $2.2 million for H1 2025, a $456.6 million increase from prior year's net cash used[185] - Reflects a $47.5 million increase in customer balances and $48.9 million lower share repurchases compared to the prior year[185] Key Metrics and Non-GAAP Financial Measures Management uses Volume, Revenue, and non-GAAP Adjusted EBITDA to evaluate business performance Volume Volume grew, driven by growth in SMBs on marketplaces, B2B SMBs, and enterprise partners Volume (in millions): | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three months ended June 30 | $20,688 | $18,713 | | Six months ended June 30 | $40,363 | $37,169 | - Volume grew 11% for the three months ended June 30, 2025, and 9% for the six months ended June 30, 2025, compared to the prior-year periods[189] - Growth driven by SMBs selling on marketplaces, strong growth in B2B SMBs, and volumes processed for enterprise partners, including in the travel segment[189] Revenue Revenue is primarily generated from transaction fees and interest income on customer funds - Revenue is generated mainly from transaction fees (withdrawals, usage, B2B services, Checkout) and interest income on customer funds[190] - Revenue can be impacted by customer size, product mix, domestic vs cross-border transactions, geographic region, and pricing/interest rates[191] Adjusted EBITDA Adjusted EBITDA, a non-GAAP measure, is used by management to evaluate operating performance Adjusted EBITDA (Three Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net income | $19,480 | $32,425 | | EBITDA | $45,630 | $58,027 | | Adjusted EBITDA | $66,425 | $72,778 | Adjusted EBITDA (Six Months Ended June 30): | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net income | $40,057 | $61,399 | | EBITDA | $89,339 | $107,572 | | Adjusted EBITDA | $131,856 | $138,013 | Critical Accounting Policies and Estimates This section refers to the company's Annual Report on Form 10-K for detailed discussion - For detailed information, refer to the Annual Report on Form 10-K filed on February 27, 2025[197] Recent Accounting Pronouncements This section refers to Note 2 for a description of recently issued accounting pronouncements - Description of recently issued accounting pronouncements is in Note 2 of the unaudited condensed consolidated financial statements[198] Item 3. Quantitative and Qualitative Disclosures About Market Risk Payoneer is exposed to market risks from interest rate changes and foreign currency fluctuations Interest Rate Sensitivity The company uses interest rate floor contracts to hedge against declining interest rates - Most cash, cash equivalents, and customer funds are in short-term instruments, limiting fair value sensitivity to interest rates[201] - $1.8 billion in term deposits and U.S. Treasury Securities are sensitive to interest rate changes[201] - Interest rate floor contracts on $1.9 billion of customer funds are used to hedge against declining interest rates[202] - A hypothetical 1% increase or decrease in interest rates could materially affect revenues and earnings[202] Foreign Currency Risk Payoneer is exposed to foreign currency risk from operating expenses and customer funds - Foreign currency exposure includes operating expenses (e.g, New Israeli Shekels) and customer funds in various global currencies (e.g, Euro, JPY, CNY)[203][205] - Foreign currency forward contracts and net purchased options are used as cash flow hedges[203] - A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel could materially impact unrealized gains/losses in AOCI[204] - A hypothetical 10% change in current exchange rates could materially impact financial results[205] - Revenues from foreign exchange transactions are dependent on market conditions and negotiations with third-party financial institutions[206] Item 4. Controls and Procedures Disclosure controls and procedures were effective, with no material changes to internal control - CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025[208] - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[209] PART II. - OTHER INFORMATION Item 1. Legal Proceedings Payoneer is involved in various litigation matters incidental to its business operations - The company is a party to various litigation matters in the ordinary course of business[210] - Further information on commitments and contingencies is provided in Note 14[210] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Annual Report - No material changes to risk factors since the Annual Report on Form 10-K filed on February 27, 2025[213] - The company may disclose changes or additional factors in future SEC filings[213] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the share repurchase activities conducted under the publicly announced program Share Repurchase Activities The company repurchased 4.8 million shares and the Board increased the repurchase authorization Share Repurchases (Three Months Ended June 30, 2025): | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares That May Yet Be Purchased | | :--- | :--- | :--- | :--- | | April 1, 2025 - April 30, 2025 | 1,121,787 | $6.55 | $79,426 | | May 1, 2025 - May 31, 2025 | 1,633,848 | $6.98 | $68,017 | | June 1, 2025 - June 30, 2025 | 2,056,531 | $6.78 | $54,070 | | Total | 4,812,166 | | | - The Board of Directors amended the repurchase program to increase the authorized amount to $300 million, effective August 6, 2025, expiring December 31, 2027[217] Item 3. Defaults upon Senior Securities The company reported no defaults upon senior securities - None[218] Item 4. Mine Safety Disclosures This item is not applicable to Payoneer Global Inc - Not applicable[219] Item 5. Other Information This section discloses a Rule 10b5-1 trading plan adopted by the Chief Financial Officer Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements The Chief Financial Officer adopted a Rule 10b5-1 trading plan for the sale of 100,000 shares - CFO Bea Ordonez adopted a Rule 10b5-1 plan on June 3, 2025[221] - The plan is for the sale of 100,000 shares and expires on September 30, 2026[221] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q - Includes Restated Certificate of Incorporation, Amended and Restated Bylaws, and certifications from CEO and CFO[223] - XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase Documents are filed[223] SIGNATURES SIGNATURES This section contains the official signatures certifying the filing of the report - Report signed by John Caplan (CEO) and Bea Ordonez (CFO) on August 6, 2025[227]