Payoneer Reports Third Quarter 2024 Financial Results

Raises 2024 guidance

Record quarterly volume up 25% year-over-year, including 57% B2B growth

Record quarterly revenue and increasing profitability year-over-year

Payoneer Global Inc. (“Payoneer” or the “Company”) (NASDAQ: PAYO), the financial technology company empowering the world’s small and medium-sized businesses to transact, do business and grow globally, today reported financial results for its third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights

($ in mm)

3Q 2023

4Q 2023

1Q 2024

2Q 2024

3Q 2024

YoYChange Revenue ex. interest income

$147.6

$159.4

$162.9

$173.7

$183.1

24%

Interest income

60.4

64.9

65.3

65.8

65.2

Revenue

$208.0

$224.3

$228.2

$239.5

$248.3

19%

Transaction costs as a % of revenue

14.6%

16.2%

14.9%

15.4%

15.3%

70 bps Net income

$12.8

$27.0

$29.0

$32.4

$41.6

224%

Adjusted EBITDA

58.2

52.2

65.2

72.8

69.3

19%

Operational Metrics Volume ($bn)

$16.3

$19.0

$18.5

$18.7

$20.4

25%

Active Ideal Customer Profiles (ICPs) ('000s)1

502

516

530

547

557

11%

Revenue as a % of volume ("Take Rate")

127 bps

118 bps 124 bps 128 bps 122 bps -5 bps SMB customer take rate2 107 bps 100 bps 108 bps 111 bps 109 bps 2 bps

1. Active ICPs are defined as customers with a Payoneer Account that have on average over $500 per month in volume and were active over the trailing twelve-month period.

2. SMB customer take rate represents revenue from SMBs who sell on marketplaces, B2B SMBs, and Merchant Services, divided by the associated volume from each respective channel.

“Payoneer delivered record quarterly volume and revenue, and significant profitability in the third quarter. We are building a full-service financial stack for global cross-border SMBs and accelerating growth and profitability across our business. We have increased our growth rate for ICPs for four consecutive quarters to 11% year-over-year, and for ARPU excluding interest income for five consecutive quarters to 20%. We are at the beginning of our growth trajectory and are focused on consistent execution to capture the opportunity ahead of us.”

John Caplan, Chief Executive Officer

Third Quarter 2024 Business Highlights

25% volume growth year-over-year reflects:
- B2B volume of $2.8 billion increased 57% year-over-year, driven by continued strong customer acquisition and increased average transaction sizes
- SMBs that sell on marketplaces volume of $12 billion increased 17% year-over-year led by strong performance with large ecommerce sellers
- Merchant Services (Checkout) volume of $153 million increased 142% year-over-year
- Enterprise payouts volume of $5.5 billion increased 29% year-over-year
11% active ICP growth year-over-year, including 2% growth in larger ICPs who have on average over $10,000 per month in volume. Both volume and revenue growth from $10K+ ICPs are accelerating and increased more than 25% year-over-year as we acquire and grow volumes from larger customers
$1.4 billion of spend on Payoneer cards, up 41% year-over-year, as customers increasingly use our card product for their global accounts payable needs and as we continue to drive adoption across all regions
$6.1 billion of customer funds (including both short-term and long-term funds) as of September 30, 2024, up 13% year-over-year
$21 million of share repurchases at a weighted average price of $5.67
Completed repurchase and redemption of all 25 million outstanding public warrants for $21 million

2024 Guidance

“Payoneer is building on the significant momentum across our business with another record quarter of financial results. We have delivered seven consecutive quarters of accelerating volume growth and in the third quarter accelerated revenue growth excluding interest income to 24%. We are increasing our 2024 guidance to reflect our strong third quarter performance as well as higher expectations for both growth and profitability for the final quarter of the year. We are executing on our strategic priorities. Our repurchase of the 25 million outstanding public warrants, which had a strike price of $11.50, underscores our conviction in our ability to create long term value for shareholders.”

Bea Ordonez, Chief Financial Officer

2024 guidance is as follows:

Revenue

$950 million - $960 million

Transaction costs

~16.0% of revenue

Adjusted EBITDA (1)

$255 million to $265 million

(1) Guidance for fiscal year, where adjusted, is provided on a non-GAAP basis, which Payoneer will continue to identify as it reports its future financial results. The Company cannot reconcile its expected adjusted EBITDA to expected net income under “2024 Guidance” without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Company's control and/or cannot be reasonably predicted at this time, which unavailable information could have a significant impact on the Company’s GAAP financial results. Please refer to “Financial Information; Non-GAAP Financial Measures” below for a description of the calculation of adjusted EBITDA.

Webcast

Payoneer will host a live webcast of its earnings on a conference call with the investment community beginning at 8:30 a.m. ET today, November 5, 2024. To access the webcast, go to the investor relations section of the Company’s website at https://investor.payoneer.com. A replay will be available on the investor relations website following the call.

About Payoneer

Payoneer is the financial technology company empowering the world’s small and medium-sized businesses to transact, do business, and grow globally. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. It is our mission to enable any entrepreneur and business anywhere to participate and succeed in an increasingly digital global economy. Since our founding, we have built a global financial stack that removes barriers and simplifies cross-border commerce. We make it easier for millions of SMBs, particularly in emerging markets, to connect to the global economy, pay and get paid, manage their funds across multiple currencies, and grow their businesses.

Forward-Looking Statements

This press release includes, and oral statements made from time to time by representatives of Payoneer, may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Payoneer’s future financial or operating performance. For example, projections of future revenue, transaction cost and adjusted EBITDA are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical events and conflicts, such as Israel’s ongoing conflicts in the region, and other economic, business and/or competitive factors; (3) changes in the assumptions underlying our financial estimates; (4) the outcome of any known and/or unknown legal or regulatory proceedings; and (5) other risks and uncertainties set forth in Payoneer’s Annual Report on Form 10-K for the period ended December 31, 2023 and future reports that Payoneer may file with the SEC from time to time. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Payoneer does not undertake any duty to update these forward-looking statements.

Financial Information; Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Payoneer uses these non-GAAP measures to compare Payoneer’s performance to that of prior periods for budgeting and planning purposes. Payoneer believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Payoneer’s results of operations. Payoneer's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and Payoneer does not recommend the sole use of these non-GAAP measures to assess its financial performance. Payoneer management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Payoneer’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Payoneer’s financial statements, which are included in Payoneer’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent Quarterly Reports on Form 10-Q, and not rely on any single financial measure to evaluate Payoneer’s business.

Non-GAAP measures include the following item:

Adjusted EBITDA: We provide adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude, as applicable: M&A related expense (income), stock-based compensation expenses, restructuring charges, share in losses (gain) of associated company, loss (gain) from change in fair value of warrants and warrant repurchase/redemption, other financial expense (income), net, taxes on income, and depreciation and amortization.

Other companies may calculate the above measure differently, and therefore Payoneer’s measures may not be directly comparable to similarly titled measures of other companies.

In addition, in this earnings release, we reference volume, which is an operational metric. Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. We also reference ARPU (Average Revenue Per User), which is defined as the Revenue from Active Customers divided by the number of Active Customers over the period in which the Revenue was earned. Active Customers for these purposes are defined as Payoneer accountholders with at least 1 financial transaction over the period. Revenue from Active Customers represents revenue attributed to Active Customers based on their use of the Payoneer platform, including interest income earned from their balances, and excluding revenues unrelated to their activities.

TABLE - 1

PAYONEER GLOBAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

(Unaudited)

Three months ended

September 30,

2024

2023

Revenues $

248,274

208,035

Transaction costs (Exclusive of depreciation and amortization shown separately below andinclusive of $401 and $437 in interest expense and fees associated with related partytransactions during the three months ended September 30, 2024 and 2023, respectively)

38,058

30,393

Other operating expenses

44,892

40,301

Research and development expenses

34,616

26,950

Sales and marketing expenses

52,311

48,664

General and administrative expenses

29,725

25,112

Depreciation and amortization

13,510

7,116

Total operating expenses

213,112

178,536

Operating income

35,162

29,499

Financial income (expense): Loss from change in fair value of Warrants

—

(7,799)

Loss on Warrants repurchase/redemption

(14,746)

—

Other financial income, net

1,674

1,137

Financial expense, net

(13,072)

(6,662)

Income before taxes on income

22,090

22,837

Tax benefit (expense) on income

19,484

(10,012)

Net income $

41,574

12,825

Other comprehensive income Unrealized gain on available-for-sale debt securities, net

12,256

Tax expense on unrealized gains on available-for-sale debt securities, net

(2,816)

Unrealized gain on cash flow hedges, net

1,168

Tax expense on unrealized gains on cash flow hedges, net

(211)

Other comprehensive income, net of tax

10,397

Comprehensive income $

51,971

12,825

Per Share Data Net income per share attributable to common stockholders — Basic earnings per share $

0.12

0.04

— Diluted earnings per share $

0.11

0.03

Weighted average common shares outstanding — Basic

357,297,824

357,429,113

Weighted average common shares outstanding — Diluted

374,303,470

381,845,099

Disaggregation of revenue

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

Three months ended September 30,

2024

2023

Revenue recognized at a point in time $

179,641

144,665

Revenue recognized over time

719

537

Revenue from contracts with customers $

180,360

145,202

Interest income on customer balances $

65,162

60,416

Capital advance income

2,752

2,417

Revenue from other sources $

67,914

62,833

Total revenues $

248,274

208,035

The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.

Three months ended September 30,

2024

2023

Primary regional markets Greater China(1) $

85,111

72,513

Europe(2)

48,666

42,378

Asia-Pacific(2)

37,770

29,145

North America(3)

25,162

22,358

South Asia, Middle East and North Africa(2)

26,809

22,181

Latin America(2)

24,756

19,460

Total revenues $

248,274

208,035

Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan. 2. No single country included in any of these regions generated more than 10% of total revenue. 3. The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $24,030 and $21,348 during the three months ended September 30, 2024 and 2023, respectively.

TABLE - 2

PAYONEER GLOBAL INC.

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED)

(U.S. dollars in thousands)

Three months ended

September 30,

2024

2023

Net income $

41,574

12,825

Depreciation and amortization

13,510

7,116

Tax (benefit) expense on income

(19,484)

10,012

Other financial income, net

(1,674)

(1,137)

EBITDA

33,926

28,816

Stock based compensation expenses(1)

17,430

15,330

M&A related expense(2)

3,166

1,745

Loss from change in fair value of Warrants(3)

—

7,799

Loss on Warrants repurchase/redemption(4)

14,746

—

Restructuring charges(5)

—

4,488

Adjusted EBITDA $

69,268

58,178

Three months ended,

Sept. 30, 2023

Dec. 31, 2023

Mar. 31, 2024

June 30, 2024

Sept. 30, 2024

Net income $

12,825

27,021

28,974

32,425

41,574

Depreciation and amortization

7,116

8,750

9,408

10,712

13,510

Tax (benefit) expense on income

10,012

14,272

13,910

15,866

(19,484)

Other financial income, net

(1,137)

(3,763)

(2,747)

(976)

(1,674)

EBITDA

28,816

46,280

49,545

58,027

33,926

Stock based compensation expenses(1)

15,330

17,338

15,077

13,666

17,430

M&A related expense(2)

1,745

451

2,375

2,091

3,166

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

7,799

(11,824)

(1,761)

(1,006)

—

Loss on Warrants repurchase/redemption(4)

—

14,746

Restructuring charges(5)

4,488

—

Adjusted EBITDA $

58,178

52,245

65,236

72,778

69,268

1. Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. 2. Amounts relate to M&A-related third-party fees, including related legal, consulting and other expenditures. Additionally, amounts for the three months ended September 30, 2024 include $0.2 million in non-recurring fair value adjustment of the Skuad contingent consideration liability. 3. Changes in the estimated fair value of the warrants are recognized as gain or loss on the condensed consolidated statements of comprehensive income. The impact is removed from EBITDA as it represents market conditions that are not in our control. 4. Amounts relate to a non-recurring loss on the repurchase and redemption of outstanding public warrants. 5. The Company initiated a plan to reduce its workforce during the three months ending September 30, 2023 and had non-recurring costs related to severance and other employee termination benefits.

TABLE - 3

PAYONEER GLOBAL INC.

EARNINGS PER SHARE (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

(Unaudited)

Three months ended September 30,

2024

2023

Numerator: Net income $

41,574

12,825

Denominator: Weighted average common shares outstanding — Basic

357,297,824

357,429,113

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

16,222,829

23,678,424

Dilutive impact of private Warrants

782,817

737,562

Weighted average common shares — diluted

374,303,470

381,845,099

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

0.12

0.04

Diluted earnings per share $

0.11

0.03

TABLE - 4

PAYONEER GLOBAL INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

September 30,

December 31,

2024

2023

Assets: Current assets: Cash and cash equivalents $

534,170

617,022

Restricted cash

4,994

7,030

Customer funds

5,560,767

6,390,526

Accounts receivable (net of allowance of $407 at September 30, 2024 and $385 at December 31, 2023)

13,529

7,980

Capital advance receivables (net of allowance of $6,094 at September 30, 2024 and $5,059 at December31, 2023)

56,948

45,493

Other current assets

78,880

40,672

Total current assets

6,249,288

7,108,723

Non-current assets: Property, equipment and software, net

14,469

15,499

Goodwill

76,094

19,889

Intangible assets, net

99,915

76,266

Customer funds

525,000

—

Restricted deposits

16,848

5,780

Deferred taxes

29,556

15,291

Severance pay fund

828

840

Operating lease right-of-use assets

21,585

24,854

Other assets

17,591

15,977

Total assets $

7,051,174

7,283,119

Liabilities and shareholders’ equity: Current liabilities: Trade payables $

45,118

33,941

Outstanding operating balances

6,085,767

6,390,526

Short-term debt from related party

13,219

—

Other payables

118,482

117,508

Total current liabilities

6,262,586

6,541,975

Non-current liabilities: Long-term debt from related party

—

18,411

Warrant liability

—

8,555

Deferred taxes

1,471

—

Other long-term liabilities

59,243

49,905

Total liabilities

6,323,300

6,618,846

Commitments and contingencies Shareholders’ equity: Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding atSeptember 30, 2024 and December 31, 2023.

—

Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 390,633,432 and368,655,185 shares issued and 356,575,542 and 357,590,493 shares outstanding at September 30, 2024and December 31, 2023, respectively.

3,906

3,687

Treasury stock at cost, 34,057,890 and 11,064,692 shares as of September 30, 2024 and December 31,2023, respectively.

(176,043)

(56,936)

Additional paid-in capital

801,687

732,894

Accumulated other comprehensive income (loss)

10,547

(176)

Retained earnings (accumulated deficit)

87,777

(15,196)

Total shareholders’ equity

727,874

664,273

Total liabilities and shareholders’ equity $

7,051,174

7,283,119

TABLE - 5

PAYONEER GLOBAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollars in thousands)

Nine months ended

September 30,

2024

2023

Cash Flows from Operating Activities Net income $

102,973

66,312

Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization

33,630

19,064

Deferred taxes

(17,073)

(12,024)

Stock-based compensation expenses

46,173

48,429

Gain from change in fair value of Warrants

(2,767)

(5,535)

Loss on Warrant repurchase/redemption

14,746

—

Foreign currency re-measurement (gain) loss

(109)

761

Changes in operating assets and liabilities: Other current assets

(36,277)

(5,891)

Trade payables

8,904

(6,948)

Deferred revenue

808

1,206

Accounts receivable, net

(1,255)

6,908

Capital advance extended to customers

(260,435)

(207,075)

Capital advance collected from customers

248,980

195,074

Other payables

(6,619)

(880)

Other long-term liabilities

(3,667)

(1,429)

Operating lease right-of-use assets

9,802

7,262

Interest and amortization of discount on investments

(6,401)

—

Other assets

(374)

(3,906)

Net cash provided by operating activities

131,039

101,328

Cash Flows from Investing Activities Purchase of property, equipment and software

(4,449)

(4,336)

Capitalization of internal use software

(39,666)

(25,322)

Related Party asset acquisition

—

(3,600)

Severance pay fund distributions, net

151

Customer funds in transit, net

(80,098)

(20,600)

Purchases of investments in available-for-sale debt securities

(1,255,686)

—

Maturities and sales of investments in available-for-sale debt securities

214,000

—

Purchases of investments in term deposits

(600,000)

—

Cash paid in connection with acquisition, net of cash and customer funds acquired

(48,219)

—

Net cash inflow from acquisition of remaining interest in joint venture

—

5,953

Net cash used in investing activities

(1,814,106)

(47,754)

Cash Flows from Financing Activities Proceeds from issuance of common stock in connection with stock-based compensation plan, net of taxespaid related to settlement of equity awards and proceeds from employee equity transactions to be remittedto employees

23,015

10,159

Outstanding operating balances, net

(314,764)

(468,146)

Borrowings under related party facility

15,120

19,309

Repayments under related party facility

(20,312)

(19,646)

Warrant repurchase/redemption (Refer to Note 14 for further information)

(19,534)

Common stock repurchased

(120,457)

(34,408)

Net cash used in financing activities

(436,932)

(492,732)

Effect of exchange rate changes on cash and cash equivalents

109

(662)

Net change in cash, cash equivalents, restricted cash and customer funds

(2,119,890)

(439,820)

Cash, cash equivalents, restricted cash and customer funds at beginning of period

7,018,367

6,386,720

Cash, cash equivalents, restricted cash and customer funds at end of period $

4,898,477

5,946,900

Supplemental information of investing and financing activities not involving cash flows: Property, equipment, and software acquired but not paid $

1,569

1,078

Internal use software capitalized but not paid $

6,271

12,119

Common stock repurchased but not paid $

150

350

Right of use assets obtained in exchange for new operating lease liabilities $

6,533

4,398

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