0001558370-24-001998 | 10-K | XBRL Viewer

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DEBT (Details) - USD ($) $ in Thousands				12 Months Ended
DEBT (Details) - USD ($) $ in Thousands	Jul. 01, 2023	Jun. 08, 2022	Oct. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding balance associated with related party				$ 117,508	$ 97,334
Accrued expenses associated with related party				49,905	29,831
Assets pledged as collateral included within capital advance receivables				32,468	25,906
SOFR
Debt Instrument [Line Items]
Debt instrument, benchmark rate	0.26161%
Receivables And Loan Security Agreement
Debt Instrument [Line Items]
Aggregate principal amount			$ 100,000
Initial borrowing commitment			$ 25,000
Initial rate of value of underlying capital advance receivables outstanding			80.00%
Revolving maturity term			36 months
Debt Instrument Additional Term After Revolving Maturity Date			42 months
Floating rate (in percent)			0.25%
Receivables And Loan Security Agreement \| Related Party [Member]
Debt Instrument [Line Items]
Expenses included in transaction cost				1,781	1,491	$ 220
Outstanding balance associated with related party				18,411	16,138
Accrued expenses associated with related party				$ 168	$ 153
Receivables And Loan Security Agreement \| Maximum
Debt Instrument [Line Items]
Basis spread on floating rate		10.50%
Receivables And Loan Security Agreement \| Commitment amount equal to 25,000
Debt Instrument [Line Items]
Initial borrowing commitment	$ 25,000
Basis spread on floating rate	9.00%
Receivables And Loan Security Agreement \| Commitment amount equal to 50,000
Debt Instrument [Line Items]
Initial borrowing commitment	$ 50,000
Basis spread on floating rate	7.75%
Receivables And Loan Security Agreement \| Commitment amount equal to 75,000
Debt Instrument [Line Items]
Initial borrowing commitment	$ 75,000
Basis spread on floating rate	7.50%
Receivables And Loan Security Agreement \| Commitment amount equal to 100,000
Debt Instrument [Line Items]
Initial borrowing commitment	$ 100,000
Basis spread on floating rate	7.00%
Receivables And Loan Security Agreement \| SOFR
Debt Instrument [Line Items]
Basis spread on floating rate	0.26161%

INCOME TAXES - Net gain (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net gain (loss) before income taxes:
U.S. Domestic	$ 133,061	$ 13,266	$ (27,181)
Foreign	(525)	(11,648)	1,942
Income (loss) before taxes on income and share in losses of associated company	$ 132,536	$ 1,618	$ (25,239)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

SIGNIFICANT ACCOUNTING POLICIES - Segments and Revenue recognition (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments	1
Number of Reportable Segments	1
Expected customer relationship period	1 year 10 months 2 days
Impairment losses on deferred customer acquisition costs \| $	$ 0	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2023

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION

NOTE 3 – REVERSE RECAPITALIZATION AND BUSINESS COMBINATION

Reverse Recapitalization

On the Closing Date, Legacy Payoneer and FTOC consummated the Reverse Recapitalization in accordance with the Reorganization Agreement, with Legacy Payoneer and FTOC surviving the merger as wholly-owned subsidiaries of the Company. Immediately prior to the closing of the Reverse Recapitalization, all shares of outstanding redeemable convertible preferred stock of Legacy Payoneer were converted into 209,529,798 shares of Common Stock of Legacy Payoneer (note that the number of shares is after the 1:1.88 conversion, which took place after the Reverse Recapitalization transaction). Upon the consummation of the Reverse Recapitalization, among other things, holders of Common Stock of Legacy Payoneer generally received a mix of cash and Company stock as consideration for their Legacy Payoneer holdings. The total cash consideration paid to holders of Legacy Payoneer shares of Common Stock upon consummation of the Reverse Recapitalization was $398,201.

Upon the closing of the Reverse Recapitalization, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 4,180,000,000 shares, of which 3,800,000,000 shares were designated Common Stock, $0.01 par value per share, and of which 380,000,000 shares were designated preferred stock, $0.01 par value per share.

NOTE 3 – REVERSE RECAPITALIZATION AND BUSINESS COMBINATION (continued):

In connection with the execution of the Reorganization Agreement, the Company entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 30,000,000 shares of Common Stock of the Company (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $300,000, in a private placement pursuant to the Subscription Agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Reverse Recapitalization.

In addition, according to the Reorganization Agreement, the Company was initially obligated to issue to Legacy Payoneer stockholders up to an additional 30,000,000 shares of common stock (the “Earn-Out Shares”), (a) 50% of which would have been issued if at any time during the first 30 months following the Closing Date, the closing trading price of the shares of the Company’s common stock was greater than or equal to $15.00 over any 20 trading days within any 30 trading days period, which threshold did not occur and as a result the right to these shares was forfeited, and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the Closing Date, the closing trading price of shares of the Company’s common stock will be greater than or equal to $17.00 over any 20 trading days within any 30 trading days period. The Company accounts for the Earn-Out Shares as an equity instrument as it meets the definition of an equity instrument and is considered a free-standing instrument that is indexed to the Company’s own equity in accordance with ASC 815.

Additionally, prior to the Reverse Recapitalization, the Company approved and adopted a management bonus plan (the “Transaction Bonus Pool”), to be effective as of and conditioned upon the occurrence of the Reverse Recapitalization which provided for a pool consisting of 1,000,000 shares of the Company’s Common Stock, with such shares to be allocated by the Company to executives and management of the Company.

On the Closing Date, the existing warrant agreement governing the warrants that were exercisable for shares of FTOC’s Class A ordinary shares was amended to reflect that the warrants will be exercisable for shares of the Company’s Common Stock. As of the Closing Date, the total value of the liability associated with the warrants was $71,701 measured at fair value based on the quoted price and therefore is considered to be a Level 1 measurement. The Company evaluated that the warrants met the definition of a liability and have been classified as such on the balance sheet in accordance with the accounting policy described within Note 2p.

The Company incurred $64,271 in costs directly related to the Reverse Recapitalization and the PIPE offering such as third-party legal, accounting services and other professional services. Upon consummation of the Reverse Recapitalization, these costs, which had been capitalized on the Company’s balance sheet, were recorded as a reduction to additional paid in capital, with the exception of $5,087, which were expensed as they represent the allocation of the transaction costs associated with the warrants. Transaction costs were allocated to the warrants based on the fair value of the warrants out of the total consideration. There were also deferred underwriting costs related to FTOC totaling $28,934 that were paid as part of the closing of the Reverse Recapitalization.

NOTE 3 – REVERSE RECAPITALIZATION AND BUSINESS COMBINATION (continued):

The number of shares of Common Stock issued immediately following the consummation of the Reverse Recapitalization were as follows:


		Number of
		shares
Common Stock outstanding at April 1, 2021		49,697,982
Common stock issued through options and warrants exercises between April 1, 2021 and June 25, 2021		8,854,131
Common Stock outstanding prior to the Reverse Recapitalization⁽¹⁾		58,552,113
Conversion of Redeemable Convertible Preferred Stock⁽¹⁾		209,529,798
Less: Legacy Payoneer Stock subject to cash out⁽²⁾		(36,818,547)
Common Stock attributable to FTOC conversion⁽³⁾		77,081,295
Shares attributable to Reverse Recapitalization		308,344,659
Common Stock attributable to PIPE		30,000,000
Total shares of Common Stock as of close of Reverse Recapitalization and PIPE transaction		338,344,659

⁽¹⁾After the close of the transaction, but prior to December 31, 2021, the Company issued 2,850,098 shares through the exercise of options.

⁽²⁾ Existing Payoneer Shareholders — represents the number of Company shares issued to Legacy Payoneer stockholders, based on (i) 111,452,020 preferred shares; (ii) 31,143,179 outstanding common shares as of the Closing Date; and (iii) 1,562 RSUs vested at the Closing Date, the sum of which is reduced by 19,584,328 shares that were subject to the cash consideration, and multiplied by the Exchange Ratio of 1.88.

⁽³⁾ FTAC Olympus Acquisition Corp: based on outstanding shares, as of the Closing Date, of 59,611,310 FTOC Class A ordinary shares (following the redemption of 18,033,066 shares); 5,823,328 FTOC Class B ordinary shares which are not subject to restrictions; and 11,646,656 FTOC Class B ordinary share (the "Founder Shares") which are subject to restriction per section 1.2 of the Sponsor Share Surrender and Share Restriction Agreement. According to such restriction, holders of Founder Shares shall not Transfer, or permit the Transfer of, (a) a number equal to 50% of the Founder Shares, until such time that the Company’s common stock closing trading price equals or is greater than $15.00 per share for any 20 trading days within any 30 trading days period; and (b) a number equal to 50% of the Founder Shares, until such time that the Company’s common stock closing trading price equals or is greater than $17.00 per share for any 20 trading days within any 30 trading days period, subject to certain exemptions.

NET EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

NET EARNINGS (LOSS) PER SHARE

Schedule of basic and diluted net earnings per share attributable to common stockholders


	Year Ended December 31,
	2023		2022		2021

	(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	93,333	$	(11,970)	$	(33,987)
Less dividends and revaluation attributable to redeemable and redeemable convertible preferred stock		—		—		33,632
Net income (loss) attributable to common stockholders	$	93,333	$	(11,970)	$	(67,619)
Denominator:
Weighted average common shares outstanding —
Basic		361,678,893		348,044,831		202,881,911
Add:
Dilutive impact of RSUs, ESPP and options to purchase common stock		30,256,559		—		—
Dilutive impact of private Warrants		730,266		—		—
Weighted average common shares — diluted		392,665,718		348,044,831		202,881,911
Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share	$	0.26	$	(0.03)	$	(0.33)
Diluted earnings (loss) per share	$	0.24	$	(0.03)	$	(0.33)

INCOME TAXES - Reconciliation of U.S. federal income tax rate to effective income tax rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Tax computed at the statutory U.S. federal income tax rate	$ 27,833	$ 340	$ (5,300)
State taxes, net of federal benefit	655	378	1,023
Differences in foreign tax rate	456	(2,494)	(1,213)
Change in Valuation allowances	(9,749)	5,258	3,329
Share-based compensation	13,053	5,725	7,161
Non-deductible warrant revaluation	(3,723)	(7,132)	(2,483)
Other statutorily non-deductible expenses	3,044	1,487	1,806
Provision to return adjustment	(1,090)	402
Uncertain tax positions	7,461	7,793	4,384
U.S. tax on foreign earnings	2,051	1,527
Other	(788)	302	4
Income tax	$ 39,203	$ 13,586	$ 8,711

STOCK-BASED COMPENSATION - Assumptions Used To Estimate The Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum		3.15%	0.61%
Risk-free interest rate, maximum			1.08%
Dividend yield		0.00%	0.00%
Volatility rate		57.00%	50.00%
Weighted average fair value of options at grant date		$ 2.252	$ 7.131
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years
Unrecognized compensation costs related to unamortized stock option	$ 7,405
Compensation which is expected to be recognized over a weighted-average period (in years)	1 year 10 months 24 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 1 month 9 days	5 years 2 months 8 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			6 years 1 month 9 days
Maximum \| Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years

SIGNIFICANT ACCOUNTING POLICIES - Functional currency and translation and Property, equipment and software, net (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Transaction losses recorded as other financial income or expense	$ 5,628
Minimum \| Computers, software and peripheral equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Minimum \| Furniture and office equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	6 years
Maximum \| Computers, software and peripheral equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	5 years
Maximum \| Furniture and office equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	16 years

REVENUE - Primary Geographical Market (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 831,103	$ 627,623	$ 473,403
Greater China
Disaggregation of Revenue [Line Items]
Total revenues	287,944	195,663	160,583
Europe
Disaggregation of Revenue [Line Items]
Total revenues	166,868	130,850	104,148
Asia-Pacific
Disaggregation of Revenue [Line Items]
Total revenues	114,335	84,817	61,132
North America
Disaggregation of Revenue [Line Items]
Total revenues	97,434	92,045	61,613
South Asia, Middle East and North Africa
Disaggregation of Revenue [Line Items]
Total revenues	87,237	69,239	50,830
Latin America
Disaggregation of Revenue [Line Items]
Total revenues	77,285	55,009	35,097
United States
Disaggregation of Revenue [Line Items]
Total revenues	$ 93,371	$ 87,438	$ 55,941

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

STOCK BASED COMPENSATION - Employee Stock Purchase Plan (Details) - USD ($)	4 Months Ended	8 Months Ended	12 Months Ended
	Mar. 15, 2023	Nov. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP offering period			6 months
ESPP minimum share price as a percentage of closing sales price			85.00%
ESPP, maximum annual employee deduction amount			$ 25,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares purchased	1,032,434	821,184		979,577
Share price	$ 3.90	$ 3.77		$ 3.92
Shares were reserved for future issuance			4,770,007	6,623,625
Fair value attributable to ESPP			$ 1,212,000	$ 2,083
ESPP expense recognized			$ 3,321,000	$ 2,075,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP designated deduction percentage			1.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP designated deduction percentage			15.00%

LEASES - Additional balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LEASES
Operating lease right-of-use assets	$ 24,854	$ 15,260
Operating leases within other payables	7,171	8,360
Operating leases within other long-term liabilities	17,836	6,514
Total operating lease liabilities	$ 25,007	$ 14,874
Weighted average lease term - operating leases	7 years 1 month 9 days	1 year 11 months 26 days
Weighted average discount rate - operating leases	6.06%	2.67%

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 16 – COMMITMENTS AND CONTINGENCIES

The Company’s business is subject to various laws and regulations in the United States and other countries from where the Company operates. Any regulatory action, tax or legal challenge against the Company for noncompliance with any regulatory or legal requirement could result in significant fines, penalties, or other enforcement actions, increased costs of doing business through adverse judgment or settlement, reputational harm, the diversion of significant amounts of management time and operational resources, and could require changes in compliance requirements or impose limits on the Company’s ability to expand its product offerings, or otherwise harm or have a material adverse effect on the Company’s business. From time to time, the Company incurs insignificant fines and penalties in the ordinary course of business.

On September 28, 2021, the National Banking and Securities Commission (CNBV) and the Bank of Mexico revoked the banking license of a banking entity utilized by the Company due to the banking entity not meeting applicable capital requirements. As a result, the Company is unable to withdraw funds from the banking entity. The Company has reserved $2,250 for potential losses related to those funds above the recovered amount. The Company applied for and recovered the maximum statutory reimbursement through the deposit insurance provided by Mexican Institute for the Protection of Banking Services (IPAB), totaling $140. The Company has filed a claim in liquidation for the remaining funds; however, the percentage of the deposit that will be recovered in liquidation is not known at this time.

On August 7, 2023, Payoneer (Guangzhou) Commerce Services Co., Ltd. (“Payoneer Guangzhou”), a wholly owned subsidiary of the Company, entered into an agreement with a non-bank payments institution (the “Licenseholder”), that offers pay-out and mobile payments solutions to merchants in the People’s Republic of China and holds a Payment Business License issued by the People’s Bank of China (the “PBoC”).

Pursuant to the terms of the agreement, Payoneer Guangzhou seeks to purchase the Licenseholder, and placed approximately $4 million in escrow in October 2023, representing a small portion of the agreed upon consideration for the purchase. In the event of termination of the agreement, such escrow amount will be returned to Payoneer Guangzhou, and in the event of a successful transaction, it will be applied to the full purchase price. The closing of the acquisition is subject to customary closing conditions and termination provisions provided for in the agreement, as well as governmental registrations and approvals, including the approval of the Transaction by the PBoC, and timing is uncertain.

From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. These may include suits by its customers alleging, among other things, acting unfairly and/or not in conformity regarding pricing, rules or agreements, improper disclosure of the Company’s prices, rules, or policies or that the Company’s practices, prices, rules, policies, or customer agreements violate applicable law.

NOTE 16 – COMMITMENTS AND CONTINGENCIES (continued):

In addition to these types of disputes and regulatory inquiries, the operations of the Company are also subject to regulatory and/or legal review and/or challenges that tend to reflect the increasing global regulatory focus to which the industry in which the Company operates is subject and, when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on the Company and may lead to increased costs and decreased transaction volume and revenue.

Any claims or regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices, require significant amounts of management time, result in the diversion of operational resources, or otherwise harm the business.

CAPITAL ADVANCE ("CA") RECEIVABLES - Allowance for CA losses (ALCAL) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
ALCAL balance, beginning	$ 5,311	$ 2,426
Provision for ALCAL	5,227	4,357
Recoveries for ALCAL	(208)	(1,458)
CA receivables charged off	(5,271)	(2,519)
ALCAL balance, ending	5,059	5,311
Adjustment for adoption of ASC 326
Financing Receivable, Allowance for Credit Loss [Roll Forward]
ALCAL balance, beginning	$ 2,505
ALCAL balance, ending		$ 2,505
Minimum
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	1.58%	1.59%
Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	1.85%	1.86%
Weighted Average
Financing Receivable, Allowance for Credit Loss [Line Items]
Percentage of loss rate to the allowance for CA losses	1.75%	1.75%

LEASES - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Short-term lease expense	$ 1,501	$ 1,430	$ 309
Operating lease expense	10,122	11,224	10,420
Total lease expense	11,623	12,654	10,729
Operating lease right-of-use assets	$ 10,248	$ 10,686	$ 9,525

STOCK-BASED COMPENSATION - RSUs activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 25, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Recognized expense		$ 65,767	$ 52,149	$ 37,012
Tax benefit		$ 0	$ 3,682	$ 4,054
First 30 Months Following The Closing Date
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
First 60 Months Following The Closing Date
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
Minimum \| First 30 Months Following The Closing Date
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Share price of earn out shares	$ 15.00
Minimum \| First 60 Months Following The Closing Date
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Share price of earn out shares	$ 17.00
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Compensation which is expected to be recognized over a weighted-average period (in years)		1 year 10 months 24 days
Restricted stock units
RSUs Units
Outstanding at beginning of period		25,853,581
Granted		17,339,704
Vested		(7,472,296)
Forfeited		(3,881,820)
Outstanding at end of period		30,743,366	25,853,581
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period		$ 5.88
Awarded		5.43
Vested		5.56
Forfeited		6.57
Outstanding at end of period		$ 5.65	$ 5.88
Granted		17,339,704
Total vesting-date value of equity classified RSUs vested		$ 12,826
Unrecognized compensation cost related to all unvested equity classified RSUs		$ 119,919
Compensation which is expected to be recognized over a weighted-average period (in years)		1 year 11 months 8 days
RSUs subject to continued service and liquidity-based conditions
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Fair value		$ 3,108
Rsus Associated With Transaction Bonus Pool
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Options expiration period	10 years

SIGNIFICANT ACCOUNTING POLICIES - Concentration Risk and Recently Issued Accounting Pronouncements (Details) - country			12 Months Ended
	Jul. 01, 2023	Jun. 08, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Percentage of concentration of domestic financial institutions in cash and cash equivalents, customer funds			62.00%	68.00%
Percentage of cash and cash equivalents, customer funds denominated in U.S dollars			77.00%	76.00%
SOFR \| Receivables And Loan Security Agreement
Concentration Risk [Line Items]
Basis spread on floating rate	0.26161%
Maximum \| Receivables And Loan Security Agreement
Concentration Risk [Line Items]
Basis spread on floating rate		10.50%
Israel
Concentration Risk [Line Items]
Percentage of concentration of employees			60.00%
Percentage of concentration of research and development resources			80.00%
Customer concentration risk \| Total revenues \| Greater China
Concentration Risk [Line Items]
Percentage of total revenue			35.00%	31.00%	34.00%
Geographic concentration risk
Concentration Risk [Line Items]
Number of individual marketplaces			2	2	1
Geographic concentration risk \| Total revenues \| Customers from single market place
Concentration Risk [Line Items]
Percentage of total revenue					30.00%
Geographic concentration risk \| Total revenues \| Individual one marketplaces
Concentration Risk [Line Items]
Percentage of total revenue			11.00%	13.00%
Geographic concentration risk \| Total revenues \| Individual two marketplaces
Concentration Risk [Line Items]
Percentage of total revenue			25.00%	23.00%

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 617,022	$ 543,299
Restricted cash	7,030	2,882
Customer funds	6,390,526	5,838,612
Accounts receivable (net of allowance of $385 in 2023 and $246 in 2022)	7,980	12,878
Capital advance receivables (net of allowance of $5,059 in 2023 and $5,311 in 2022)	45,493	37,155
Other current assets	40,672	36,278
Total current assets	7,108,723	6,471,104
Non-current assets:
Property, equipment and software, net	15,499	14,392
Goodwill	19,889	19,889
Intangible assets, net	76,266	45,444
Restricted cash	5,780	4,848
Deferred taxes	15,291	4,169
Investment in associated company		6,429
Severance pay fund	840	1,095
Operating lease right-of-use assets	24,854	15,260
Other assets	15,977	12,021
Total assets	7,283,119	6,594,651
Current liabilities:
Trade payables	33,941	41,566
Outstanding operating balances	6,390,526	5,838,612
Other payables	117,508	97,334
Total current liabilities	6,541,975	5,977,512
Non-current liabilities:
Long-term debt from related party (refer to Notes 11 and 22 for further information)	18,411	16,138
Warrant liability	8,555	25,914
Other long-term liabilities	49,905	29,831
Total liabilities	6,618,846	6,049,395
Commitments and contingencies (Note 16)
Shareholders' equity:
Preferred stock, $0.01 par value, 380,000,000 shares authorized; no shares were issued and outstanding at December 31, 2023 and December 31, 2022.
Common stock, $0.01 par value, 3,800,000,000 and 3,800,000,000 shares authorized; 368,655,185 and 352,842,025 shares issued and 357,590,493 and 352,842,025 shares outstanding at December 31, 2023 and December 31, 2022, respectively.	3,687	3,528
Treasury stock at cost, 11,064,692 and 0 shares at December 31, 2023 and December 31, 2022.	(56,936)
Additional paid-in capital	732,894	650,433
Accumulated other comprehensive loss	(176)	(176)
Accumulated deficit	(15,196)	(108,529)
Total shareholders' equity	664,273	545,256
Total liabilities and shareholders' equity	$ 7,283,119	$ 6,594,651

PROPERTY, EQUIPMENT AND SOFTWARE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, equipment and software	$ 54,805	$ 48,487
Accumulated depreciation	(39,306)	(34,095)
Property, equipment and software, net	15,499	14,392
Depreciation expense	8,056	8,285	$ 7,057
Cost of certain long-lived assets disposed	2,915	7,477
Net book value of certain assets disposed	11	43
Computers, software and peripheral equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software	39,453	34,328
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software	9,678	9,741
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software	$ 5,674	$ 4,418

OTHER PAYABLES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER PAYABLES

Schedule of composition of other payables, grouped by major classifications


	December 31,
	2023		2022
Employee related compensation	$	67,837	$	64,464
Commissions payable		23,695		12,159
Accrued expenses		12,358		10,001
Lease liability		7,171		8,360
Income tax payable		2,410		—
Other		4,037		2,350
Total other payables	$	117,508	$	97,334

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Oct. 31, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Loss Contingency, Estimated Recovery from Third Party		$140
Payoneer Guangzhou
Loss Contingencies [Line Items]
Amount deposited in escrow account.	$ 4
CNBV and Bank of Mexico
Loss Contingencies [Line Items]
Maximum amount of exposure		$ 2,250,000

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION - Consummation of the Reverse Recapitalization (Details)		3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 25, 2021 $ / shares shares	Jun. 24, 2021 shares	Dec. 31, 2021 shares	Dec. 31, 2021 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Apr. 01, 2021 shares
Business Acquisition [Line Items]
Common Stock outstanding at April 1, 2021					357,590,493	352,842,025	49,697,982
Common stock issued through options exercises between April 1, 2021 and June 25, 2021		8,854,131
Common Stock outstanding prior to the Reverse Recapitalization		58,552,113
Conversion of Redeemable Convertible Preferred Stock	209,529,798
Less: Legacy Payoneer Stock subject to cash out	(36,818,547)
Common Stock attributable to FTOC conversion	77,081,295
Shares attributable to Reverse Recapitalization	308,344,659
Common Stock attributable to PIPE	30,000,000
Total shares of Common Stock as of close of Reverse Recapitalization and PIPE transaction	338,344,659
Exchange Ratio	1.88
Founder Shares
Business Acquisition [Line Items]
Common stock issued through options exercises between April 1, 2021 and June 25, 2021			2,850,098
Legacy Payoneer stockholder
Business Acquisition [Line Items]
Common Stock outstanding prior to the Reverse Recapitalization	31,143,179
Conversion of Redeemable Convertible Preferred Stock				111,452,020
Less: Legacy Payoneer Stock subject to cash out	19,584,328
Numbers RSU's shares vested	1,562
Exchange Ratio	1.88
FTAC Olympus \| Founder Shares \| Trading price equals or is greater than $15.00 per share
Business Acquisition [Line Items]
Threshold limit for not to transfer or permit transfer shares	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
FTAC Olympus \| Founder Shares \| Minimum \| Trading price equals or is greater than $15.00 per share
Business Acquisition [Line Items]
Share price \| $ / shares	$ 15.00
Class A \| FTAC Olympus
Business Acquisition [Line Items]
Common Stock outstanding at April 1, 2021	59,611,310
Shares Subject to Redemption	18,033,066
Class B \| Founder Shares \| Trading price equals or is greater than $15.00 per share
Business Acquisition [Line Items]
Threshold trading days for not to transfer or permit transfer shares	30 days
Class B \| Founder Shares \| Trading price equals or is greater than $17.00 per share
Business Acquisition [Line Items]
Threshold limit for not to transfer or permit transfer shares	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
Class B \| Founder Shares \| Minimum \| Trading price equals or is greater than $17.00 per share
Business Acquisition [Line Items]
Share price \| $ / shares	$ 17.00
Class B \| FTAC Olympus
Business Acquisition [Line Items]
Shares not subject to restrictions	5,823,328
Shares subject to restrictions	11,646,656

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

OTHER CURRENT ASSETS

Schedule of composition of other current assets


	December 31,
	2023		2022
Prepaid expenses	$	16,656	$	12,155
Income receivable		12,844		11,162
Prepaid income taxes		8,136		7,671
Other		3,036		5,290
Total other current assets	$	40,672	$	36,278

GENERAL OVERVIEW (Details)	Jun. 25, 2021 $ / shares	Dec. 31, 2023 country $ / shares	Dec. 31, 2022 $ / shares
Number of countries and territories in which the Company operates \| country		190
Common stock, par value \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Exchange Ratio	1.88

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net income (loss)	$ 93,333	$ (11,970)	$ (33,987)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27,814	20,858	17,997
Deferred taxes	(11,122)	731	(1,216)
Stock-based compensation expenses	65,767	52,149	37,012
Share in losses of associated company		2	37
Gain from change in fair value of Warrants	(17,359)	(33,963)	(11,824)
Transaction costs allocated to Warrants			5,087
Foreign currency re-measurement (income) loss	(4,359)	2,752	1,103
Changes in operating assets and liabilities, net of the effects of business combinations:
Other current assets	(4,310)	(11,421)	(14,694)
Trade payables	(8,326)	24,284	469
Deferred revenue	1,348	224	(432)
Accounts receivable, net	4,898	964	3,933
Capital advance extended to customers	(299,139)	(223,819)	(330,510)
Capital advance collected from customers	290,801	237,834	342,930
Other payables	13,619	16,608	691
Other long-term liabilities	232	(3,480)	(4,775)
Operating lease right-of-use assets	10,248	10,686	9,525
Other assets	(3,956)	1,521	(1,331)
Net cash provided by operating activities	159,489	83,960	20,015
Cash Flows from Investing Activities
Purchase of property, equipment and software	(8,459)	(10,504)	(6,891)
Capitalization of internal use software	(39,333)	(18,329)	(14,008)
Related party asset acquisition (Refer to Notes 7 and 22 for further information)	(3,600)
Severance pay fund (contributions) distributions, net	255	628	(99)
Customer funds in transit, net	930	33,939	31,154
Net cash inflow from acquisition of remaining interest in joint venture (Refer to Note 8 for further information)	5,953
Net cash provided by (used in) investing activities	(44,254)	5,734	10,156
Cash Flows from Financing Activities
Proceeds from issuance of common stock in connection with stock based compensation plan, net of taxes paid related to settlement of equity awards	13,203	21,346	19,000
Outstanding operating balances, net	551,914	1,437,358	1,054,530
Borrowings under related party facility (Refer to Notes 11 and 22 for further information)	26,855	29,363	17,431
Repayments under related party facility (Refer to Notes 11 and 22 for further information)	(24,582)	(26,755)	(3,766)
Repayments under loan and security agreement			(40,025)
Redemption of redeemable preferred stock			(39,803)
Proceeds from Reverse Recapitalization, net			108,643
Proceeds from PIPE financing, net			280,185
Common stock repurchased	(55,436)
Net cash provided by financing activities	511,954	1,461,312	1,396,195
Effect of exchange rate changes on cash and cash equivalents	4,458	(2,719)	(1,222)
Net change in cash, cash equivalents, restricted cash and customer funds	631,647	1,548,287	1,425,144
Cash, cash equivalents, restricted cash and customer funds at beginning of year	6,386,720	4,838,433	3,413,289
Cash, cash equivalents, restricted cash and customer funds at end of year	7,018,367	6,386,720	4,838,433
Supplemental disclosure of cash flow information:
Cash paid for taxes, net of refunds	40,910	9,425	3,689
Cash interest paid	1,767	1,466	1,919
Supplemental information of investing and financing activities not involving cash flows:
Property, equipment, and software acquired but not paid	810	109	20
Internal use software capitalized but not paid	10,159	4,392	1,560
Right-of-use assets obtained in exchange for new operating lease liabilities	19,842	$ 13,003	3,188
Common stock repurchased but not paid	$ 1,500
Conversion of redeemable convertible preferred stock into Common Stock			$ 154,800

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

STOCK-BASED COMPENSATION

Schedule of grant of stock options


	December 31, 2023
	Outstanding Options		Options Exercisable
		Weighted Average		Weighted Average
Exercise	Number	Remaining	Number	Remaining
Price	Outstanding	Contractual life	Exercisable	Contractual life
$0.010	3,807,728	6.77	2,895,082	6.69
$0.080	283,041	4.10	283,041	4.10
$0.540	447,127	0.33	447,127	0.33
$0.620	2,560,809	1.09	2,560,809	1.09
$1.380	126,231	1.95	126,231	1.95
$1.410	4,250,463	2.12	4,250,463	2.12
$1.810	213,030	2.57	213,030	2.57
$2.740	2,985,936	6.23	2,765,803	6.23
$2.800	3,263,194	4.10	3,263,194	4.10
$2.850	821,649	4.77	821,649	4.77
$2.900	4,695,269	5.13	4,695,269	5.13
$3.020	1,961,198	3.18	1,961,198	3.18
$3.070	607,028	5.55	607,028	5.55
$3.900	600,056	6.96	466,949	6.96
$3.980	500,000	8.50	187,500	8.50
$7.870	665,520	7.10	457,540	7.10
	27,788,279	4.41	26,001,913	4.21

Schedule of the weighted-average assumptions used to estimate the fair value of the stock options


	Year Ended December 31,
	2022			2021
Expected term (in years)		6.11			5.19-6.11
Risk-free interest rate		3.15	%		0.61%-1.08	%
Dividend yield		0	%		0	%
Volatility rate		57	%		50	%
Weighted average fair value of options at grant date	$	2.252		$	7.131

Summary of stock option activity

The following table presents a summary of stock option activity for the year ended December 31, 2023:


		Weighted		Weighted
		Average		Average
		Exercise		Remaining		Aggregate
		Price per		Contractual		Intrinsic
	Shares	Share		Term		Value
Outstanding December 31, 2022	34,923,788	$	2.10	$	5.45	$	117,849
Granted	—	$	—		—		—
Exercised	(6,422,962)	$	1.84		—		—
Forfeited	(712,547)	$	3.21		—		—
Outstanding December 31, 2023	27,788,279	$	2.13	$	4.41	$	85,703

Exercisable December 31, 2023	26,001,913	$	2.12	$	4.21	$	80,408

Summary of RSUs activity

The following table summarizes the RSUs activity under the 2017 Plan and the 2021 Plan as of December 31, 2023:


		Weighted
		Average
		Grant Date
	Units	Fair Value
Outstanding December 31, 2022	25,853,581	$	5.88
Granted	17,339,704	$	5.43
Vested	(7,472,296)	$	5.56
Withhold to Cover shares repurchased	(1,095,803)	$	5.23
Forfeited	(3,881,820)	$	6.57
Outstanding December 31, 2023	30,743,366	$	5.65

Schedule of stock-based compensation expense


	December 31,
	2023		2022		2021
Other operating expenses	$	12,327	$	10,870	$	8,194
Research and development expenses		15,698		10,248		6,012
Sales and marketing expenses		18,506		15,175		10,916
General and administrative expenses		19,236		15,856		11,890
Total stock-based compensation	$	65,767	$	52,149	$	37,012

TRANSACTION COSTS

12 Months Ended

Dec. 31, 2023

TRANSACTION COSTS

TRANSACTION COSTS

NOTE 18 - TRANSACTION COSTS

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


	December 31,
	2023		2022		2021
Bank and processor fees	$	87,972	$	85,015	$	76,868
Network fees		18,212		13,617		9,162
Chargebacks and operational losses		7,273		3,837		3,917
Card costs		1,858		1,834		2,323
Capital advance costs, net of recoveries		6,679		4,526		6,363
Other		297		1,336		2,843
Total transaction costs	$	122,291	$	110,165	$	101,476

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of cash, cash equivalents, restricted cash and customer funds
Cash and cash equivalents	$ 465,926	$ 617,022	$ 543,299
Current restricted cash	3,000	7,030	2,882
Non-current restricted cash	5,113	5,780	4,848
Customer funds	4,364,394	6,388,535	5,835,691
Total cash, cash equivalents, restricted cash and customer funds shown in the consolidated statements of cash flows	4,838,433	7,018,367	6,386,720
Customer funds in transit	36,860	$ 1,991	$ 2,921
Reverse Recapitalization Supplemental [Abstract]
Cash held by FTOC and cash related to FTOC trust, net of redemptions	574,961
Less cash consideration paid to Legacy Payoneer Shareholders	398,201
Less cash paid associated with transaction costs allocated to Reverse Recapitalization	68,117
Reverse Recapitalization financing	108,643
Cash related to PIPE	300,000
Less cash paid associated with transaction costs allocated to PIPE	19,815
PIPE financing	280,185
Net contributions from Reverse Recapitalization and PIPE financing	$ 388,828

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Revenues	$ 831,103	$ 627,623	$ 473,403
Transaction costs (Exclusive of depreciation and amortization shown separately below and inclusive of $1,781, $1,491, and $220 interest expense and fees associated with related party transactions in 2023, 2022, and 2021 respectively, refer to Notes 11 and 22 for further information)	122,291	110,165	101,476
Other operating expenses	160,609	149,199	124,649
Research and development expenses	119,197	115,041	80,760
Sales and marketing expenses	196,654	164,564	114,331
General and administrative expenses	100,929	90,010	64,399
Depreciation and amortization	27,814	20,858	17,997
Total operating expenses	727,494	649,837	503,612
Operating income (loss)	103,609	(22,214)	(30,209)
Financial income (expense):
Gain from change in fair value of Warrants	17,359	33,963	11,824
Other financial income (expense), net	11,568	(10,131)	(6,854)
Financial income, net	28,927	23,832	4,970
Income (loss) before taxes on income and share in losses of associated company	132,536	1,618	(25,239)
Taxes on income	39,203	13,586	8,711
Share in losses of associated company		2	37
Net income (loss)	93,333	(11,970)	(33,987)
Other comprehensive loss, net of tax
Foreign currency translation adjustments		(2,429)	(1,921)
Other comprehensive loss, net of tax		(2,429)	(1,921)
Comprehensive income (loss)	$ 93,333	$ (14,399)	$ (35,908)
Per Share Data
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share	$ 0.26	$ (0.03)	$ (0.33)
Diluted earnings (loss) per share	$ 0.24	$ (0.03)	$ (0.33)
Weighted average common shares outstanding - Basic (in shares)	361,678,893	348,044,831	202,881,911
Weighted average common shares outstanding - Diluted (in shares)	392,665,718	348,044,831	202,881,911

WARRANTS AND SHAREHOLDER'S EQUITY - Warrants Issued To Non-Employees (Details) - $ / shares	1 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants		$ 11.50
Outstanding warrants		25,158,086
Non-employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants	$ 1.79
Term of warrants	10 years
Outstanding warrants		1,792,994	1,792,994	1,792,994
Vested warrants		1,080,707	1,080,707	1,080,707

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 20 - INCOME TAXES

The Company is subject to U.S. federal, state, and foreign income taxes. The components of income (loss) before income taxes and share in losses of associated company for each of the years ended December 31, 2023, 2022 and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Income (loss) before income taxes and share in losses of associated company:
U.S. Domestic	$	133,061	$	13,266	$	(27,181)
Foreign		(525)		(11,648)		1,942
	$	132,536	$	1,618	$	(25,239)

NOTE 20 - INCOME TAXES (continued):

The components of the provision for income taxes for each of the years ended December 31, 2023, 2022 and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	37,633	$	1,066	$	—
State		1,298		380		464
Foreign		11,394		11,409		9,463
Total current tax provision (benefit)		50,325		12,855		9,927
Deferred:
Federal		(10,508)		—		—
State		(351)		—		—
Foreign		(263)		731		(1,216)
Total deferred tax provision (benefit)		(11,122)		731		(1,216)
Provision for income tax expense (benefit)	$	39,203	$	13,586	$	8,711

The Company had an effective tax rate of 30% for the year ended December 31, 2023 compared to an effective tax rate of 839% for the year ended December 31, 2022 and (34)% for the year ended December 31, 2021.

A reconciliation of the statutory U.S. federal income tax rate of 21% in 2023, 2022 and 2021 to the effective income tax rate is as follows:


	Year Ended December 31,
	2023		2022		2021
Tax computed at the statutory U.S. federal income tax rate	$	27,833	$	340	$	(5,300)
State taxes, net of federal benefit		655		378		1,023
Differences in foreign tax rate¹		456		(2,494)		(1,213)
Change in Valuation allowances		(9,749)		5,258		3,329
Share-based compensation		13,053		5,725		7,161
Non-taxable warrant revaluation		(3,723)		(7,132)		(2,483)
Other statutorily non-deductible expenses		3,044		1,487		1,806
Provision to return adjustment		(1,090)		402		—
Uncertain tax positions		7,461		7,793		4,384
U.S. tax on foreign earnings		2,051		1,527		—
Other		(788)		302		4
	$	39,203	$	13,586	$	8,711
¹Israeli taxation: in general, the income, including any capital gains, of the Israeli Subsidiary, other than from Approved Enterprises, is taxed in Israel at the regular corporate tax rate of 23%. However, pursuant to the Encouragement of Capital Investments Law, the Company benefits from a reduced tax rate of 16% on revenues associated with the research and development activity performed in Israel. Thus, the Israeli Subsidiary is subject to tax in Israel based on a blended rate. In 2023, the blended rate is about 18%, as compared to 17% in 2022.

NOTE 20 - INCOME TAXES (continued):

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of long-term assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s long-term net deferred tax assets were as follows:


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	21,248	$	24,733
Transaction loss provision		1,149		994
Property, equipment & software		6		167
Share-based compensation		2,083		7,123
Accrued expenses		3,154		464
Employee benefits		5,258		5,476
Operating lease liability		3,120		385
Capitalized research and development		7,426		808
Gross deferred tax assets		43,444		40,150
Valuation allowance		(19,281)		(28,424)
Total deferred tax assets		24,163		11,726

Deferred tax liabilities:
Contract assets		413		443
Right-of-use asset		3,126		506
Property, equipment & software		909		—
Internal use software (pre-2022)		4,415		6,127
Other		9		481
Total deferred tax liabilities		8,872		7,557

Net deferred tax assets	$	15,291	$	4,169

Deferred taxes as of December 31, 2023 were reduced by a valuation allowance primarily relating to net operating losses in Germany. In assessing the likelihood of realizing deferred tax assets, management considers factors such as prior earnings history, expected future earnings and the reversal of existing taxable temporary differences. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the determination of the appropriate valuation allowances, the Company has considered the most recent projections of future business results and taxable income by jurisdiction. Actual results may vary in comparison to current projections.

After consideration of the evidence described above, management believes it is more likely than not that deferred tax assets will be realized for the United States and the Israel subsidiary. Therefore, during the year ended December 31, 2023, the Company recorded a release of $10,553 in respect of the valuation allowance applied on deferred tax assets recorded in the United States. Due to a record of historical taxable losses, management believes it is more likely than not that the deferred tax assets will not be realized in Germany and a full valuation allowance remained in effect as at December 31, 2023.

NOTE 20 - INCOME TAXES (continued):

As of December 31, 2023, the Company utilized all remaining US federal net operating loss carryforwards. Though our state net operating loss carryforwards were insignificant as of December 31, 2023, these net operating losses can be utilized to reduce future taxable income, if any. Utilization of the net operating loss carryforwards may be subject to annual limitations under the tax laws of the different states. The annual limitation may result in the expiration of state net operating loss carryforwards before utilization. If not utilized, the state net operating loss carryforwards will begin to expire in 2026. The Company also has significant net operating losses in Germany of approximately $70,000, which may be carried forward indefinitely to offset future taxable income in Germany. It is more likely than not that the majority of the German net operating loss carryforwards will not be realized; therefore, we have recorded a valuation allowance against them.

The Company considers the undistributed earnings of its foreign subsidiaries to be permanently reinvested as such earnings are generally used to finance foreign operations and investments. Accordingly, we have not provided for deferred tax liabilities on the cumulative temporary differences on the outside bases of our non-U.S. subsidiaries. The income taxes applicable to such earnings and other outside basis differences are not readily determinable or practicable to calculate.

Provisions of ASC 740-10, Income Taxes, clarify whether to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits, which is included in other long-term liabilities on the Company’s consolidated balance sheets, is as follows:


Balance at December 31, 2022	$	17,333
Increases for tax positions in prior years		1,389
Decreases for tax positions in prior years		(1,752)
Increases for tax positions related to current year		7,823
Balance at December 31, 2023	$	24,793


Balance at December 31, 2021	$	9,540
Decreases in respect of expirations of statute of limitations		(1,413)
Increases for tax positions related to current year		9,206
Balance at December 31, 2022	$	17,333


Balance at December 31, 2020	$	5,076
Decreases for tax positions in prior years		—
Increases for tax positions related to current year		4,464
Balance at December 31, 2021	$	9,540

The material uncertain tax positions relate to transfer pricing adjustments in foreign jurisdictions. The Company believes that is reasonably possible that much of the unrecognized tax benefits could significantly change within 12 months of the reporting date due to open tax examinations. However, a reasonable estimate of the range of possible changes cannot be made. All of the Company’s unrecognized tax benefits, if recognized in future periods, would impact the Company’s effective tax rate in such future periods. The Company recognizes both interest and penalties as part of the income tax provision. During the years ended December 31, 2023 and 2022, the Company incurred penalties related to income taxes of approximately $38 and $50, respectively. During the year ended December 31, 2021, the Company did not incur any interest and penalties related to income taxes.

NOTE 20 - INCOME TAXES (continued):

The following table presents the change in the Company’s valuation allowance during the periods presented:


Balance at December 31, 2022	$	28,424
Additions to valuation allowance		972
Reductions to valuation allowance		(10,115)
Balance at December 31, 2023	$	19,281


Balance at December 31, 2021	$	22,394
Additions to valuation allowance		14,818
Reductions to valuation allowance		(8,788)
Balance at December 31, 2022	$	28,424

Tax years from 2020 and forward remain open to examinations by US federal and state authorities due to net operating loss carryforwards. The Company is currently not under examinations by the Internal Revenue Service. The Israeli subsidiary continues to be under tax examination for the 2018 tax year. The Company will comply with the requests to the extent required by law.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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+ Details

GENERAL OVERVIEW

12 Months Ended

Dec. 31, 2023

GENERAL OVERVIEW

GENERAL OVERVIEW

NOTE 1 – GENERAL OVERVIEW

Unless the context otherwise requires, the “Company”, “Payoneer”, “we,” “our,” “us” and similar terms refer to Payoneer Inc. for the period prior to the Closing Date (as defined below) and to Payoneer Global Inc., for the period thereafter.

Payoneer, incorporated in Delaware, empowers global commerce by connecting businesses, professionals, countries and currencies with its diversified cross-border payments platform. Payoneer enables small and medium-sized businesses (“SMB(s)”) around the globe to reach new audiences by reducing the complexity of cross-border trade, and facilitating seamless, cross-border payments. Payoneer offers its customers the flexibility to pay and get paid globally as easily as they do locally. The Company offers a suite of services that includes cross-border payments, physical and virtual Mastercard cards, working capital, risk management and other services. The fully-hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.

The Company supports customers that come from more than 190 countries and territories and operates in a rapidly evolving regulatory environment. Government regulations impact key aspects of the Company’s business in markets in which the Company operates.

Payoneer is registered as a Money Service Business with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) and licensed as a Money Transmitter under the laws of all U.S. states where such license is necessary, as well as in the District of Columbia and Puerto Rico. In 2015, the Company, through Payoneer Hong Kong Limited, was granted a Money Service Operator License in Hong Kong which enables the Company to offer payment services from Hong Kong. In 2016, the Company, through Payoneer Japan Limited, was registered as a Funds Transfer Service Provider in Japan. In 2018, the Company, through Payoneer Australia PTY Limited, was registered as a Financial Services Licensee in Australia. In 2019, the Company, through Payoneer Europe Limited, was granted authorization to operate as an Electronic Money Institution from the Central Bank of Ireland and was then authorized, pursuant to EU passporting rules, to provide payment services under its license in all countries in the European Economic Area. Payoneer Europe Limited also holds a license with Mastercard to issue cards, and as of December 31, 2020, was the issuer of the majority of cards issued to Payoneer customers. In January 2021, Payoneer entered into an agreement with an existing card issuing partner in the United States that enables Payoneer to provide its customers with access to commercial Mastercard cards issued through the card issuing partner to make online purchases of commercial goods and services. This commercial card provides advantages such as higher acceptance rates. In 2023, the Company, through Payoneer Payment Services (UK) Limited, was granted authorization as an Electronic Money Institution from the Financial Conduct Authority of the United Kingdom, and through Payoneer Singapore Pte Ltd., was granted a Major Payment Institution License from the Monetary Authority of Singapore.

On June 25, 2021 (the “Closing Date”), Payoneer Inc. (“Legacy Payoneer”) and FTAC Olympus Acquisition Corporation (“FTOC”), consummated the previously announced business combination pursuant to the Agreement and Plan of Reorganization (the “Reorganization Agreement”), dated February 3, 2021 (as amended), through a merger of subsidiaries under a newly formed holding company (the “Reverse Recapitalization”).

On the Closing Date, and in connection with the closing of the Reverse Recapitalization, the new combined company changed its name to Payoneer Global Inc. (the “Company”). Legacy Payoneer was deemed the accounting acquirer in the Reverse Recapitalization based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations. This determination was primarily based on Legacy Payoneer's stockholders prior to the Reverse Recapitalization having a majority of the voting interests in the combined company, Legacy Payoneer's operations comprising the ongoing operations of the combined company, Legacy Payoneer's board of directors comprising a majority of the board of directors of the combined company, Legacy Payoneer's senior management comprising the senior management of the combined company and the assets and revenue of Legacy Payoneer were greater than those of FTOC. As FTOC did not meet the definition of a “business” for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Payoneer issuing stock for the net assets of FTOC, accompanied by a recapitalization. The net assets of FTOC are stated at historical cost, with no goodwill or other intangible assets recorded.

NOTE 1 – GENERAL OVERVIEW (continued):

While FTOC was the legal acquirer in the Reverse Recapitalization, because Legacy Payoneer was deemed the accounting acquirer, the historical financial statements of Legacy Payoneer became the historical financial statements of the combined company upon the consummation of the Reverse Recapitalization. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Payoneer prior to the Reverse Recapitalization; (ii) the combined results of the Company and Legacy Payoneer following the closing of the Reverse Recapitalization; (iii) the assets and liabilities of Legacy Payoneer at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In accordance with guidance applicable to these circumstances, the equity structure has been retroactively adjusted in all comparative periods up to the Closing Date to reflect the number of shares of the Company's common stock, at $0.01 par value per share, issued to Legacy Payoneer's stockholders in connection with the Reverse Recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Payoneer redeemable convertible preferred stock and common stock prior to the Reverse Recapitalization have been retroactively adjusted as shares reflecting the exchange ratio established pursuant to the Reorganization Agreement. In conjunction with the Reverse Recapitalization, the Company’s Common Stock underwent a 1-for-1.88 conversion. Note that the consolidated financial statements give retroactive effect as though the conversion of the Company’s Common Stock occurred for all periods presented, without any change in the par value per share.

PROPERTY, EQUIPMENT AND SOFTWARE - Geographic region (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 15,499	$ 14,392
Israel
Property, Plant and Equipment [Line Items]
Property and equipment, net	11,933	10,518
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	1,676	1,036
All other countries.
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 1,890	$ 2,838

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company conducted the annual impairment test of goodwill as of September 30, 2023. The Company elected to directly perform a quantitative analysis of fair value of the reporting unit compared to the carrying value of the reporting unit. Based on the results of this analysis, the Company determined that goodwill was not impaired. The Company has not recognized an impairment charge in any of the years ended December 31, 2023, 2022, or 2021. No triggering events have occurred since the annual impairment assessment that would change the Company’s assessment.

The following table presents goodwill balance and adjustments to those balances during the year ended December 31, 2023:

Foreign

Currency

December 31,

Goodwill

Translation

December 31,

Goodwill

Translation

December 31,

2021

Acquired

Adjustments

2022

Acquired

Adjustments

2023

Total goodwill

21,127

—

(1,238)

19,889

—

19,889

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS (continued):

Intangible assets

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


	December 31, 2023						December 31, 2022
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Internal use software	$	122,001	$	(54,804)	$	67,197	$	75,195	$	(38,607)	$	36,588
Acquired developed technology		17,915		(8,846)		9,069		14,365		(5,509)		8,856
Total	$	139,916	$	(63,650)	$	76,266	$	89,560	$	(44,116)	$	45,444

On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. (“Spott”) for a total consideration of $3,600, and committed to $400 of future payments contingent on Spott’s former employees’ continued employment with Payoneer Research & Development Ltd. Spott’s intellectual property provides real-time e-commerce data and analytics for more informed and faster business decision-making. Note that a member of the Board of Directors of the Company has an indirect interest in Spott and serves on its board – refer to Note 22 for related party considerations.

The Company determined that this transaction is an asset acquisition under ASC 805, Business Combinations, as substantially all of the fair value of the gross assets of Spott are concentrated in a group of similar intangible assets. The intangible assets will be amortized over a period of three years.

Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $19,434, $11,959 and $10,826, respectively.

At December 31, 2023, 2022 and 2021, the Company evaluated internal use software for impairment and determined to impair internal use software assets no longer in use.

During the year ended December 31, 2023, the Company recognized $293 in impairment of intangibles acquired through the acquisition of the remaining interest in a joint venture as described in Note 8. The acquired intangibles were determined to have no use to the Company post-acquisition. The Company also recognized an insignificant amount of additional impairment related to other intangible assets. The Company recognized an impairment of internal use software in the amount of $614 and $114 in the years ended 2022 and 2021, respectively, related to the abandonment of specific projects. The impairment is presented under Depreciation and amortization expenses.

Expected future intangible asset amortization as of December 31, 2023, excluding capitalized internal use software of $24,164 not yet placed in service as of that date, was as follows:


Fiscal years
2024	$	24,387
2025		19,729
2026		7,986
2027 and thereafter		—
Total	$	52,102

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective income tax rate	30.00%	839.00%	(34.00%)
Federal corporate income rate	21.00%	21.00%	21.00%
Penalties related to income taxes	$ 38	$ 50
Release of valuation allowance	10,553
Net operating loss	$ (103,609)	$ 22,214	$ 30,209
Israel
Effective income tax rate	23.00%	23.00%	23.00%
Reduced tax rate	16.00%	16.00%	16.00%
Blended rate	18.00%	17.00%
Germany
Net operating loss	$ 70,000

NET EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

NET EARNINGS (LOSS) PER SHARE

NET EARNINGS (LOSS) PER SHARE

NOTE 21 – NET EARNINGS (LOSS) PER SHARE

The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers any issued and outstanding convertible preferred shares to be participating securities as the holders of the convertible preferred shares, as the case may be, would be entitled to dividends that would be distributed to the holders of common stock, on a pro-rata basis assuming conversion of all convertible preferred shares into common shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s income (losses). As such, net income (loss) for the periods presented was not allocated to the Company’s participating securities.

The Company’s basic net earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net earnings (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net earnings (loss) per share is the same as basic net earnings (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. Instruments with an antidilutive effect, for which conditions were not met, or which were not granted or in the money in the reporting period were excluded from the diluted net earnings (loss) per share calculation for the year ended December 31, 2023, 2022, and 2021. Refer below for details on specific exclusions.

NOTE 21 – NET EARNINGS (LOSS) PER SHARE (continued):

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


	Year Ended December 31,
	2023		2022		2021

	(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	93,333	$	(11,970)	$	(33,987)
Less dividends and revaluation attributable to redeemable and redeemable convertible preferred stock		—		—		33,632
Net income (loss) attributable to common stockholders	$	93,333	$	(11,970)	$	(67,619)
Denominator:
Weighted average common shares outstanding —
Basic		361,678,893		348,044,831		202,881,911
Add:
Dilutive impact of RSUs, ESPP and options to purchase common stock		30,256,559		—		—
Dilutive impact of private Warrants		730,266		—		—
Weighted average common shares — diluted		392,665,718		348,044,831		202,881,911
Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share	$	0.26	$	(0.03)	$	(0.33)
Diluted earnings (loss) per share	$	0.24	$	(0.03)	$	(0.33)

Note that 25,158,086 Public Warrants, 4,255,000 RSUs with market conditions, 15,000,000 Earn-Out Shares, 665,520 options to purchase common stock, and ESPP shares to be issued under the current offering period have been excluded from the computation of diluted net earnings per share for the year ended December 31, 2023 as their effect was antidilutive, conditions were not met or they were not granted or in the money in the reporting period.

In the years ended December 31, 2022 and 2021, 25,158,086 Public Warrants, 30,000,000 Earn-Out Shares, 30,214,638 and 34,145,397 options to purchase common stock, RSUs with market conditions, and ESPP shares to be granted (2022 only), and 722,903 and 840,981 Private Warrants, respectively, were excluded for the same reason. Additionally, in the year ended December 31, 2021, 53,435,900 redeemable convertible preferred stock (as converted to common stock), were also excluded as they were antidilutive.

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY
Accrued severance pay liability	$ 1,472	$ 1,878
Severance pay fund	$ 840	$ 1,095

CAPITAL ADVANCE ("CA") RECEIVABLES (Tables)

12 Months Ended

Dec. 31, 2023

CAPITAL ADVANCE ("CA") RECEIVABLE

Schedule of purchased and collected principal amounts associated with Capital Advance (CA) receivables

During the years ended December 31, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:


	December 31,
	2023		2022
Beginning CA receivables, gross	$	42,466	$	56,101
CA extended to customers		298,467		237,825
Change in revenue receivables		420		(9)
CA collected from customers		(285,530)		(248,932)
Charge-offs, net of recoveries		(5,271)		(2,519)
Ending CA receivables, gross	$	50,552	$	42,466
Allowance for CA losses		(5,059)		(5,311)
CA receivables, net	$	45,493	$	37,155

Schedule of current and overdue amounts of CAs

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


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
50,552	47,332	1,977	692	276	275

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

The outstanding gross balance at December 31, 2022, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
42,466	39,945	986	380	104	1,051

Schedule of current and overdue balances CAs that are segregated into the timing of expected collections

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


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
50,552	3,220	10,841	13,696	17,462	5,333

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
42,466	2,521	7,354	12,553	14,427	5,611

Schedule of rollforward for the allowance for CA losses ("ALCAL")

Below is a rollforward for the ALCAL for the years ended December 31, 2023 and 2022:


	December 31,
	2023		2022
Beginning balance	$	5,311	$	2,426
Adjustment for adoption of ASC 326		—		2,505
Provisions		5,227		4,357
Recoveries		(208)		(1,458)
Charge-offs		(5,271)		(2,519)
Ending balance	$	5,059	$	5,311

WARRANTS AND SHAREHOLDER'S EQUITY - WARRANTS (Details)	12 Months Ended
WARRANTS AND SHAREHOLDER'S EQUITY - WARRANTS (Details)	Dec. 31, 2023 D $ / shares
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Mezzanine Equity [Line Items]
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Warrant redemption condition minimum share price \| $ / shares	$ 18.00
Threshold trading days for redemption of public warrants \| D	20
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Mezzanine Equity [Line Items]
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.10
Warrant redemption condition minimum share price \| $ / shares	$ 10.00
Number of days after written notice period redemption	30 days
Minimum \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Mezzanine Equity [Line Items]
Threshold consecutive trading days for redemption of public warrants \| D	30
Minimum \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Mezzanine Equity [Line Items]
Threshold consecutive trading days for redemption of public warrants \| D	30

NET EARNINGS (LOSS) PER SHARE - Anti-Dilutive effect (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	665,520	30,214,638
Redeemable convertible preferred stock (as converted to common stock)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares			53,435,900
Private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares		722,903	840,981
RSUs with market conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	4,255,000	34,145,397
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	25,158,086	25,158,086	25,158,086
Earn-Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potential common shares	15,000,000		30,000,000

OTHER PAYABLES

12 Months Ended

Dec. 31, 2023

OTHER PAYABLES

OTHER PAYABLES

NOTE 10 - OTHER PAYABLES

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


	December 31,
	2023		2022
Employee related compensation	$	67,837	$	64,464
Commissions payable		23,695		12,159
Accrued expenses		12,358		10,001
Lease liability		7,171		8,360
Income tax payable		2,410		—
Other		4,037		2,350
Total other payables	$	117,508	$	97,334

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 19 – STOCK-BASED COMPENSATION

Option and restricted stock compensation plans

The Company maintains three stock-based compensation incentive plans: the Payoneer Inc. 2007 Share Incentive Plan and the Payoneer Inc. 2007 U.S. Share Incentive Plan (hereafter together – the “2007 Plan”), the Payoneer Inc. 2017 Stock Incentive Plan (hereafter – the “2017 Plan”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”).

●

2007 Plan - In February 2007, the Company’s Board of Directors approved the 2007 Plan, where up to 3,360,000 incentive awards (including stock options and RSUs) were available for grants to employees of the Company and other individuals eligible under the plan. Subsequent to the original plan approval, there were several periodic increases in options that were available for grant through approval by the Company’s board of directors and stockholders. The 2007 Plan is no longer available for grants of new awards as of 2017.

●

2017 Plan - In May 2017, the Company’s Board of Directors approved the 2017 Plan, where up to 21,756,714 incentive awards (including stock options and RSUs) were available for grant to employees of the Company and other individuals eligible under the Plan. Awards generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted. The 2017 Plan is no longer available for grants of new awards as of 2021.

NOTE 19 – STOCK-BASED COMPENSATION (continued):

●

2021 Plan - In June 2021, the Company's Board of Directors adopted the 2021 Plan, pursuant to the approval of the 2021 Plan by the shareholders of the Company. The plan allows the granting of incentive awards (including stock options and RSUs) to employees of the Company and other individuals eligible under the Plan. Awards granted under the plan generally vest over a four year period and continued vesting of any outstanding award is usually subject to continued service of the person to whom the award was granted.

o

2021 Transaction Bonus Pool - As indicated in Note 3, the Company approved and adopted the Transaction Bonus Pool under the 2021 Plan, associated with the Reverse Recapitalization in 2021. The RSUs associated with the Transaction Bonus Pool are subject to certain market-based and service conditions. Fifty percent of those RSUs would have vested if at any time during the 30 months following the Closing Date, the closing share price of Company Shares was greater than or equal to $15.00 over any 20 days trading within any 30 trading days period (which threshold did not occur and as a result the right to these shares was forfeited); and the remaining 50% of those RSUs shall vest if at any time during the 60 months following the Closing Date, the closing share price of Company Shares is greater than or equal to $17.00 over any 20 trading days within any 30 trading days period, subject to the grantee's continued status as an employee until and including the time the RSUs vest.

Under each of the plans, no options shall be exercisable after the expiration of 10 years after the effective date of grant.

Options

Note that no new options were granted by the Company in 2023.

As of December 31, 2023, 27,788,279 options are authorized under the Plans. Each option can be exercised to purchase one share of Common Stock par value USD 0.01 each of the Company. The Company’s Board of Directors approved the grant of the following stock options:


	December 31, 2023
	Outstanding Options		Options Exercisable
		Weighted Average		Weighted Average
Exercise	Number	Remaining	Number	Remaining
Price	Outstanding	Contractual life	Exercisable	Contractual life
$0.010	3,807,728	6.77	2,895,082	6.69
$0.080	283,041	4.10	283,041	4.10
$0.540	447,127	0.33	447,127	0.33
$0.620	2,560,809	1.09	2,560,809	1.09
$1.380	126,231	1.95	126,231	1.95
$1.410	4,250,463	2.12	4,250,463	2.12
$1.810	213,030	2.57	213,030	2.57
$2.740	2,985,936	6.23	2,765,803	6.23
$2.800	3,263,194	4.10	3,263,194	4.10
$2.850	821,649	4.77	821,649	4.77
$2.900	4,695,269	5.13	4,695,269	5.13
$3.020	1,961,198	3.18	1,961,198	3.18
$3.070	607,028	5.55	607,028	5.55
$3.900	600,056	6.96	466,949	6.96
$3.980	500,000	8.50	187,500	8.50
$7.870	665,520	7.10	457,540	7.10
	27,788,279	4.41	26,001,913	4.21

NOTE 19 – STOCK-BASED COMPENSATION (continued):

The vesting period of the outstanding options is generally 4 years from the date of grant. The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted by the Company:


	Year Ended December 31,
	2022			2021
Expected term (in years)		6.11			5.19-6.11
Risk-free interest rate		3.15	%		0.61%-1.08	%
Dividend yield		0	%		0	%
Volatility rate		57	%		50	%
Weighted average fair value of options at grant date	$	2.252		$	7.131

The Company selected the Black-Scholes Merton option pricing model as the most appropriate fair value method for its stock options awards based on the market value of the underlying shares at the date of grant. Historical information for a selection of similar publicly traded companies was the basis for the expected volatility. Historical information and management expectations were the basis for the expected dividend yield. The expected lives of the options are based upon the simplified method per ASC 718, Compensation – Stock Compensation. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. Option vesting generally occurs in tranches up to four years.

As of December 31, 2023, there were approximately $7,405 of unrecognized compensation costs outstanding, related to unamortized stock option compensation which are expected to be recognized over a weighted-average period of 1.90 years. Total unrecognized compensation cost will be recognized as incurred. In addition, as future grants are made, additional compensation costs will be incurred.

The following table presents a summary of stock option activity for the year ended December 31, 2023:


		Weighted		Weighted
		Average		Average
		Exercise		Remaining		Aggregate
		Price per		Contractual		Intrinsic
	Shares	Share		Term		Value
Outstanding December 31, 2022	34,923,788	$	2.10	$	5.45	$	117,849
Granted	—	$	—		—		—
Exercised	(6,422,962)	$	1.84		—		—
Forfeited	(712,547)	$	3.21		—		—
Outstanding December 31, 2023	27,788,279	$	2.13	$	4.41	$	85,703

Exercisable December 31, 2023	26,001,913	$	2.12	$	4.21	$	80,408

The aggregate intrinsic value of options exercised was $25,246, $26,105 and $17,102 for the years ended December 31, 2023, 2022 and 2021, respectively. In 2023, 2022 and 2021, the Company has received a tax benefit of $1,201, $1,944 and $1,401, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively.

Restricted Stock Units

The cost of RSUs granted is determined using the fair market value of the Company’s common stock on the date of grant. Prior to the Reverse Recapitalization, the fair market value of the Company’s common stock was determined using a combination of discounted cash flow and option pricing method methodologies. Key inputs and assumptions used (which are Level 3 inputs and assumptions) were forecasted future financial performance, discount rate, cost of equity and terminal growth rate. Prior to the Reverse Recapitalization, the implied common stock price was estimated based on the difference in the rights and preference between the preferred and common stock.

NOTE 19 – STOCK-BASED COMPENSATION (continued):

The following table summarizes the RSUs activity under the 2017 Plan and the 2021 Plan as of December 31, 2023:


		Weighted
		Average
		Grant Date
	Units	Fair Value
Outstanding December 31, 2022	25,853,581	$	5.88
Granted	17,339,704	$	5.43
Vested	(7,472,296)	$	5.56
Withhold to Cover shares repurchased	(1,095,803)	$	5.23
Forfeited	(3,881,820)	$	6.57
Outstanding December 31, 2023	30,743,366	$	5.65

In the year ended December 31, 2023, the Company granted 16,439,704 RSUs under the 2021 plan, which are subject to time-vesting and continued service conditions. In the same period, the Company granted an additional 900,000 RSUs under the same Plan, which are subject to time-vesting, continued service conditions and stock performance targets. The Company evaluated the fair value of this grant using a Monte Carlo simulation in the amount of $3,108.

The total vesting-date value of equity classified RSUs vested during 2023 was $12,826. As of December 31, 2023, the unrecognized compensation cost related to all unvested equity classified RSUs of $119,919 is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 1.94 years.

In 2023, the Company started to withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units under its employee equity incentive plans in the United States. During the year ended December 31, 2023, the Company withheld 1,095,803 shares for $5,728. RSU vesting is shown net of this withholding on the consolidated statements of shareholders’ equity and cash flows.

In 2023, 2022 and 2021, the Company has received a tax benefit of $0, $3,682 and $4,054, respectively, in excess of the tax benefit based on the intrinsic value on date of issuance of the share-based compensation, respectively.

Employee Stock Purchase Plan

The Company initiated, on May 16, 2022, the first offering period under the ESPP, the purpose of which is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase Company Common Stock at a discount through payroll deductions and to help eligible employees provide for their future security and to encourage them to remain in the employment of the Company.

Each eligible employee enrolling for any offering period under the ESPP is required to designate a whole percentage of their monthly payroll to be withheld by the Company or the designated subsidiary employing such eligible employee on each payday during the applicable offering period. The designated deduction percentage may not be less than 1% and may not be more than 15% of the employee’s salary subject to a maximum of $25 per year, unless otherwise determined by the Company for any specific offering period. Any offering period is comprised of one or more 6 months’ purchase periods, at the last trading day of each (a “Purchase Date”), the Company will use the total amount deducted from each participant, subject to quantity limitations determined by the Company for such offering period, to issue such participant with such number of Company shares based on a purchase price which shall not be less than 85% of the closing sales price for a Company share on the first trading day of the applicable offering period or on the relevant Purchase Date, whichever is lower.

During the year ended December 31, 2023, employees participating in the ESPP purchased 1,032,434 shares at a per share price of $3.90 when the November 16, 2022 to May 15, 2023 offering period closed, and 821,184 shares at a per share price of $3.77 when the May 16, 2023 to November 15, 2023 offering period closed.

During the year ended December 31, 2022, employees participating in the ESPP purchased 979,577 shares at a per share price of $3.92.

NOTE 19 – STOCK-BASED COMPENSATION (continued):

As of December 31, 2023, approximately 4,770,007 shares were reserved for future issuance under the ESPP, and the current offering period, which opened on November 16, 2023, is expected to close on May 15, 2024. The fair value attributable to the current plan was $1,212 as of the beginning of the current offering period and was measured using the Monte Carlo model.

As of December 31, 2022, approximately 6,623,625 shares were reserved for future issuance under the ESPP. The fair value attributable to the plan was $2,083 as of the beginning of each offering period and was measured using the Monte Carlo model.

The expense associated with the ESPP recognized during the years ended December 31, 2023 and 2022 was $3,321 and $2,075, respectively.

Options, RSUs, and ESPP

The Company records stock-based compensation expense for its equity incentive plans in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense based on estimated fair values.

The impact on the Company’s results of operations of recording stock-based compensation expense under its equity incentive plans, including the ESPP, were as follows:


	December 31,
	2023		2022		2021
Other operating expenses	$	12,327	$	10,870	$	8,194
Research and development expenses		15,698		10,248		6,012
Sales and marketing expenses		18,506		15,175		10,916
General and administrative expenses		19,236		15,856		11,890
Total stock-based compensation	$	65,767	$	52,149	$	37,012

The Company capitalized $3,650 and $1,592 in stock-based compensation costs as part of internal use software during the years ended December 31, 2023 and 2022, respectively. No compensation costs were capitalized during the year ended December 31, 2021.

REVENUE - Deferred Customer Acquisition Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
REVENUE
Opening balance	$ 10,245	$ 11,366
Additions to deferred customer acquisition costs	9,406	11,476
Amortization of deferred customer acquisition costs	(10,038)	(12,597)
Ending balance	$ 9,613	$ 10,245

GOODWILL AND INTANGIBLE ASSETS - Future intangible asset (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets net	$ 76,266	$ 45,444
Capitalized internal use software not yet placed in service	24,164
Excluding capitalized internal use software
Finite-Lived Intangible Assets [Line Items]
2024	24,387
2025	19,729
2026	7,986
Intangible assets net	$ 52,102

WARRANTS AND SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2023

WARRANTS.

WARRANTS AND SHAREHOLDERS' EQUITY

NOTE 15 – WARRANTS AND SHAREHOLDER’S EQUITY

Share Repurchase Program and Treasury Stock

On May 7, 2023, the Company’s Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80,000 of its common stock, including any applicable excise tax. On December 7, 2023, the Board authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250,000, including the amount that remained available as of December 7, 2023 to repurchase common stock under, but not any prior repurchases effected pursuant to, the previous authorization. The amended authorization expires December 31, 2025.

The program is intended to offset the impact of dilution from the issuance of new shares as part of employee compensation programs.

Any share repurchases under this stock repurchase program may be made through open market transactions, privately negotiated transactions or other means including in accordance with Rule 10b-18 and/or Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and total amount of repurchases is subject to business and market conditions and the Company’s discretion.

NOTE 15 – WARRANTS AND SHAREHOLDER’S EQUITY (continued):

During the year ended December 31, 2023, the Company repurchased 11,064,692 shares of its common stock for approximately $56,936 at a weighted average cost of $5.13 per share, respectively. As of December 31, 2023, a total of approximately $240,179 remained available for future repurchases of the Company’s common stock under the program.

Common Stock

Holders of common stock are entitled to one vote per share and to receive dividends, when declared. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares.

Warrants

As described within Note 3, the Company has publicly traded warrants that are exercisable for shares of the Company’s common stock. Warrants may only be exercised for a whole number of shares at an exercise price of $11.50. These warrants expire on June 25, 2026, or earlier, if redeemed. At December 31, 2023, there were 25,158,086 warrants outstanding with a corresponding liability valued at $8,555. The warrants are considered to be a Level 1 fair value measurement due to the observability of the inputs. Note that 723,333 private placement warrants issued by FTOC were forfeited at the close of the Reverse Recapitalization transaction.

The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any Common Stock upon exercise of a warrant unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00.

The Company may redeem the warrants, upon becoming exercisable, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to the warrant holders; if, and only if, the closing price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders; and if, and only if, there is an effective registration statement covering the issuance of shares of Common Stock issuable upon exercise of the public warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is sent.

Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00.

The Company may redeem the warrants in whole and not in part, at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares calculated in the manner set forth in the warrant agreement relating to the warrants, based on the redemption date and the “fair market value” of the Common Stock shares if; and only if, the closing price of the Common Stock equals or exceeds $10.00 per Public Share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders; and if, and only if, there is an effective registration statement covering the issuance of Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

NOTE 15 – WARRANTS AND SHAREHOLDER’S EQUITY (continued):

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


	December 31,
	2023		2022
Beginning fair value	$	25,914	$	59,877
Change in fair value		(17,359)		(33,963)
Ending fair value		8,555		25,914

In September 2015, the Company issued equity classified private warrants to purchase shares of Common Stock to a non-employee in association with a commercial services agreement. The exercise price of the warrants is $1.79 per share and they expire 10 years from issuance. At December 31, 2023, 2022 and 2021, 1,792,994 private warrants were outstanding, out of which 1,080,707 were vested. The Company did not recognize additional expenses related to the warrants in 2023, 2022, or 2021.

RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
RESTRUCTURING CHARGES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2023
RESTRUCTURING CHARGES
Percentage of reduction in workforce	9.00%
Total		$ 4,488
Other operating expenses
RESTRUCTURING CHARGES
Total		623
Research and development expenses
RESTRUCTURING CHARGES
Total		1,559
Sales and marketing expenses
RESTRUCTURING CHARGES
Total		2,029
General and administrative expenses
RESTRUCTURING CHARGES
Total		277
Severance and other employee termination benefits
RESTRUCTURING CHARGES
Total		$ 4,448

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INVESTMENT IN ASSOCIATED COMPANY

12 Months Ended

Dec. 31, 2023

INVESTMENT IN ASSOCIATED COMPANY

INVESTMENT IN ASSOCIATED COMPANY

NOTE 8 – INVESTMENT IN ASSOCIATED COMPANY

In July 2019, the Company, through its wholly-owned subsidiary Payoneer Research and Development Ltd., entered into an agreement for the establishment of a joint venture company in the People’s Republic of China (“PRC”). The objective of the joint venture was to apply for a local payment service provider license in accordance with PRC laws. The Company’s share in the Joint Venture was 46%, and the remaining ownership interest was held by two local partners. Initial funds in the amount of $6,501 were contributed. The investment in the joint venture was presented as an investment in associated company in the Company’s consolidated balance sheets as the Company did not have control over the joint venture.

In January 2023, the Company, through Payoneer Research and Development Ltd., acquired all remaining interests from other partners in the joint venture for cash consideration of $7,961. As part of the agreement, the acquiring company assumed responsibility for all expenses and income incurred or earned through the date of acquisition related to the joint venture.

As substantially all of the fair value of the gross assets of the joint venture are concentrated in a group of similar assets (cash and cash equivalents and restricted deposits in the amount of $13,914), the Company accounted for the transaction as an asset acquisition. As such, the Company’s basis in the acquired assets is valued at the amount of consideration transferred.

STOCK-BASED COMPENSATION - Summary Of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 24, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Options to purchase shares of common stock activity
Exercised	(8,854,131)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value of options exercised		$ 25,246	$ 26,105	$ 17,102
tax benefit		$ 1,201	$ 1,944	$ 1,401
Stock options
Options to purchase shares of common stock activity
Outstanding at beginning of period		34,923,788
Granted		0
Exercised		(6,422,962)
Forfeited		(712,547)
Outstanding at end of period		27,788,279	34,923,788
Exercisable at end of period		26,001,913
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding December 31, 2021		$ 2.10
Exercised		1.84
Forfeited		3.21
Outstanding December 31, 2022		2.13	$ 2.10
Exercisable December 31, 2022		$ 2.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding December 31, 2021		4 years 4 months 28 days	5 years 5 months 12 days
Outstanding December 31, 2022		4 years 4 months 28 days	5 years 5 months 12 days
Exercisable December 31, 2022		4 years 2 months 15 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract]
Outstanding December 31, 2021		$ 85,703	$ 117,849
Outstanding December 31, 2022		85,703	$ 117,849
Exercisable December 31, 2022		$ 80,408

OTHER LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER LONG-TERM LIABILITIES

Summary of composition of other long-term liabilities, grouped by major classifications


	December 31,
	2023		2022
Reserves for uncertain income tax positions	$	24,793	$	17,332
Long-term lease liabilities		17,836		6,514
Other tax provisions		5,202		3,716
Severance pay liabilities		2,056		2,252
Other		18		17
Total other long-term liabilities	$	49,905	$	29,831

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFFERED STOCK, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY - USD ($)	Preferred Stock Redeemable convertible preferred stock Adoption of ASC 326	Preferred Stock Redeemable convertible preferred stock	Preferred Stock Redeemable preferred stock Adoption of ASC 326	Preferred Stock Redeemable preferred stock	Common Stock Adoption of ASC 326	Common Stock	Treasury Stock Adoption of ASC 326	Treasury Stock	Additional paid-in capital Adoption of ASC 326	Additional paid-in capital	Accumulated other comprehensive income (loss) Adoption of ASC 326	Accumulated other comprehensive income (loss)	Accumulated deficit Adoption of ASC 326	Accumulated deficit	Adoption of ASC 326	Total
Beginning balance at Dec. 31, 2020						$ 486,000		$ 0		$ 79,706,000		$ 4,174,000		$ (60,067,000)		$ 24,299,000
Beginning balance at Dec. 31, 2020		$ 154,800,000		$ 10,735,000
Beginning balance (in shares) at Dec. 31, 2020						48,608,176
Beginning balance (in shares) at Dec. 31, 2020		209,529,798		3,500
Reverse Recapitalization transaction		$ (154,800,000)				$ 2,498,000				189,056,000						191,554,000
Reverse Recapitalization transaction (in shares)		(209,529,798)				249,792,546
PIPE financing						$ 300,000				279,885,000						280,185,000
PIPE financing (in shares)						30,000,000
Redemption of Redeemable Preferred Stock				$ (10,735,000)						(29,069,000)						(29,069,000)
Redemption of Redeemable Preferred Stock (shares)				(3,500)
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards						$ 117,000				18,883,000						19,000,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)						11,704,229
Stock-based compensation										37,012,000						37,012,000
Deferred consideration related to acquisition of Optile						$ 3,000				(3,000)
Deferred consideration related to acquisition of Optile (shares)						279,206
Other comprehensive loss, net of tax												(1,921,000)				(1,921,000)
Net income (loss)														(33,987,000)		(33,987,000)
Ending balance at Dec. 31, 2021						$ 3,404,000		$ 0		575,470,000		2,253,000		(94,054,000)		487,073,000
Ending balance at Dec. 31, 2021		$ 0		$ 0
Ending balance (in shares) at Dec. 31, 2021						340,384,157		0
Ending balance (in shares) at Dec. 31, 2021		0		0
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards						$ 114,000				17,392,000						17,506,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)						11,478,291
Stock-based compensation										53,741,000						53,741,000
ESPP shares issued						$ 10,000				3,830,000						3,840,000
ESPP shares issued (shares)						979,577
Other comprehensive loss, net of tax												(2,429,000)				(2,429,000)
Net income (loss)														(11,970,000)		(11,970,000)
Ending balance at Dec. 31, 2022					$ 0	$ 3,528,000	$ 0	$ 0	$ 0	650,433,000	$ 0	(176,000)	$ (2,505,000)	(108,529,000)	$ (2,505,000)	545,256,000
Ending balance at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 0
Ending balance (in shares) at Dec. 31, 2022					0	352,842,025		0
Ending balance (in shares) at Dec. 31, 2022	0	0	0	0
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards						$ 140,000				6,329,000						6,469,000
Exercise of options and vested RSUs, and shares granted, net of taxes paid related to settlement of equity awards (in shares)						13,959,542
Stock-based compensation										69,028,000						69,028,000
ESPP shares issued						$ 19,000				7,104,000						7,123,000
ESPP shares issued (shares)						1,853,618
Common stock repurchased								$ (56,936,000)								(56,936,000)
Common stock repurchased (shares)								(11,064,692)
Net income (loss)														93,333,000		93,333,000
Ending balance at Dec. 31, 2023						$ 3,687,000		$ (56,936,000)		$ 732,894,000		$ (176,000)		$ (15,196,000)		$ 664,273,000
Ending balance at Dec. 31, 2023		$ 0		$ 0
Ending balance (in shares) at Dec. 31, 2023						368,655,185		(11,064,692)
Ending balance (in shares) at Dec. 31, 2023		0		0

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest expense and fees associated with related party transactions	$ 1,781	$ 1,491	$ 220

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES - Transaction costs, Sales and marketing expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Allowance for transaction losses	$ 7,418	$ 6,617
Advertising and certain marketing costs	$ 23,878	$ 23,985	$ 9,330

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Accounts receivable, net of allowance	$ 385	$ 246
Capital advance receivables, net of allowance	$ 5,059	$ 5,311
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	380,000,000	380,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	3,800,000,000	3,800,000,000
Common stock, shares issued	368,655,185	352,842,025
Common stock, shares outstanding	357,590,493	352,842,025
Treasury Stock, Common, Shares	11,064,692	0

OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2023

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 5 - OTHER CURRENT ASSETS

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


	December 31,
	2023		2022
Prepaid expenses	$	16,656	$	12,155
Income receivable		12,844		11,162
Prepaid income taxes		8,136		7,671
Other		3,036		5,290
Total other current assets	$	40,672	$	36,278

RESTRUCTURING CHARGES

12 Months Ended

Dec. 31, 2023

RESTRUCTURING CHARGES.

RESTRUCTURING CHARGES

NOTE 13 – RESTRUCTURING CHARGES

During the third quarter of 2023, the Company initiated a plan to reduce its workforce by approximately 9% (the “Plan”). The Plan is intended to enhance productivity and efficiency and streamline the Company’s organizational structure to better align operations with its growth objectives.

NOTE 13 – RESTRUCTURING CHARGES (continued):

During the year ended December 31, 2023, the Company incurred and paid costs of $4,448 related to severance and other employee termination benefits. The Company does not expect to incur additional costs related to the Plan. The restructuring costs are recognized in the consolidated statements of comprehensive income (loss) as follows:


	Severance and other employee termination benefits
Other operating expenses	$	623
Research and development expenses		1,559
Sales and marketing expenses		2,029
General and administrative expenses		277
Total	$	4,488

GOODWILL AND INTANGIBLE ASSETS - Intangible assets, net (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 02, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 139,916	$ 89,560
Accumulated amortization		(63,650)	(44,116)
Intangible assets net		76,266	45,444
Amortization expense		19,434	11,959	$ 10,826
Spott Incredibles Technologies Ltd. ("Spott")
Finite-Lived Intangible Assets [Line Items]
total consideration	$ 3,600
Future payments contingent	$ 400
Intangible assets will be amortized over a period	3 years
Internal use software
Finite-Lived Intangible Assets [Line Items]
Intangible assets		122,001	75,195
Accumulated amortization		(54,804)	(38,607)
Intangible assets net		$ 67,197	36,588
Impairment of intangible assets			$ 614	$ 114
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Operating Expenses	Operating Expenses	Operating Expenses
Acquired developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 17,915	$ 14,365
Accumulated amortization		(8,846)	(5,509)
Intangible assets net		9,069	$ 8,856
Acquired intangibles
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 293

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares
Avi Zeevi
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	Nov. 14, 2023
Aggregate Available	300,000
Expiration Date	Aug. 31, 2024
Scott Galit
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	Nov. 15, 2023
Aggregate Available	2,040,629
Expiration Date	Jun. 30, 2024
Assaf Ronen
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	Nov. 16, 2023
Aggregate Available	300,000
Expiration Date	Feb. 10, 2025

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 21, 2024
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Entity File Number	001-40547
Entity Registrant Name	Payoneer Global Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1778671
Entity Address State Or Province	NY
Entity Address, Address Line One	150 W 30th St
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	600-9272
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float	$ 1,474,988,741
Entity Common Stock, Shares Outstanding		368,751,080
Entity Central Index Key	0001845815
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Kesselman & Kesselman
Auditor Firm ID	1309
Auditor Location	Tel Aviv, Israel
Document Financial Statement Error Correction [Flag]	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PAYO
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants, each exercisable for one share of common stock, $0.01 par value, at an exercise price of $11.50 per share
Trading Symbol	PAYOW
Security Exchange Name	NASDAQ

INCOME TAXES - Long-term net deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 21,248	$ 24,733
Transaction loss provision	1,149	994
Property, equipment & software	6	167
Share-based compensation	2,083	7,123
Accrued expenses	3,154	464
Employee benefits	5,258	5,476
Operating lease liability	3,120	385
Capitalized research and development	7,426	808
Gross deferred tax assets	43,444	40,150
Valuation allowance	(19,281)	(28,424)	$ (22,394)
Total deferred tax assets	24,163	11,726
Deferred tax liabilities:
Contract assets	413	443
Right-of-use asset	3,126	506
Property, equipment & software	909
Internal use software (pre-2022)	4,415	6,127
Other	9	481
Total deferred tax liabilities	8,872	7,557
Net deferred tax assets	$ 15,291	$ 4,169

OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
OTHER CURRENT ASSETS
Prepaid expenses	$ 16,656	$ 12,155
Income receivable	12,844	11,162
Prepaid income taxes	8,136	7,671
Other	3,036	5,290
Total other current assets	$ 40,672	$ 36,278

INVESTMENT IN ASSOCIATED COMPANY (Details) - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2023	Jul. 31, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Cash and cash equivalents and restricted deposits			$ 7,018,367	$ 6,386,720	$ 4,838,433	$ 3,413,289
Payoneer Research and Development Ltd.
Schedule of Equity Method Investments [Line Items]
Cash consideration paid for asset acquisition	$ 7,961
Cash and cash equivalents and restricted deposits	$ 13,914
Peoples Republic of China ("PRC") [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of share in the Joint Venture		46.00%	100.00%	46.00%
Amount of initial funds		$ 6,501

WARRANTS AND SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

WARRANTS.

Schedule of changes in fair value of warrant liabilities


	December 31,
	2023		2022
Beginning fair value	$	25,914	$	59,877
Change in fair value		(17,359)		(33,963)
Ending fair value		8,555		25,914

WARRANTS AND SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Vote $ / shares shares	Jun. 25, 2021 shares
WARRANTS.
Number of votes per share \| Vote	1
Exercise price of warrants \| $ / shares	$ 11.50
Warrants outstanding	25,158,086
Warrants outstanding amount \| $	$ 8,555
Warrants forfeited		723,333

STOCK-BASED COMPENSATION - Options and restricted compensation plans (Details)	12 Months Ended
	Dec. 31, 2023 item $ / shares shares	Dec. 31, 2022 $ / shares	Jun. 25, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation incentive plans \| item	3
Common stock, par value \| $ / shares	$ 0.01	$ 0.01	$ 0.01
2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options authorized	27,788,279
Number of shares to be purchased for one option	1
Common stock, par value \| $ / shares	$ 0.01
Employee Stock Option [Member] \| 2007 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options were reserved for grants to employees	3,360,000
Employee Stock Option [Member] \| 2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options were reserved for grants to employees	21,756,714

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 22 – RELATED PARTY TRANSACTIONS

Warehouse Facility

As indicated in Note 11, the Company entered into a Warehouse Facility agreement with Lenders where a member of the Board of Directors has an interest. The Company has evaluated the relationship and determined that the Warehouse Facility agreement represents a related party transaction that has been entered into in the ordinary course of business. As such, the Warehouse Facility agreement was reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company.

The Company analyzed the terms of the Warehouse Facility agreement and concluded that the terms represent a transaction conducted at arm’s length.

NOTE 22 – RELATED PARTY TRANSACTIONS (continued):

Spott Incredibles Technologies Ltd. Asset Acquisition

As discussed in Note 7, On August 2, 2023, Payoneer Inc. and Payoneer Research & Development Ltd., wholly owned subsidiaries of the Company, purchased certain assets and intellectual property of Spott Incredibles Technologies Ltd. A member of the Board of Directors of the Company has an indirect interest within Spott and serves on its board. The Company evaluated the relationship and determined that the acquisition represents a related party transaction that has been entered into in the ordinary course of business. As such, the acquisition was reviewed and approved in accordance with the Company’s related party transaction approval process, and it was concluded that the terms represent a transaction conducted at arm’s length.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

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-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 93,333	$ (11,970)	$ (33,987)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

LEASES

Schedule of lease expense


	December 31,
	2023		2022		2021
Short-term lease expense	$	1,501		1,430		309
Operating lease expense		10,122		11,224		10,420
Total lease expense	$	11,623	$	12,654	$	10,729

Schedule of additional balance sheet information related to leases


	December 31,
	2023			2022
Operating lease right-of-use assets	$	24,854		$	15,260

Operating lease liabilities within other payables		7,171			8,360
Operating lease liabilities within other long-term liabilities		17,836			6,514
Total operating lease liabilities		25,007			14,874

Weighted average remaining lease term – operating leases		7.11	years		1.99	years
Weighted average discount rate – operating leases		6.06	%		2.67	%

Schedule of minimum lease commitments due as of the year ended under non-cancelable operating leases


As of December 31, 2023
2024	$	7,050
2025		5,364
2026		2,859
2027		1,923
2028		1,923
Thereafter		12,372
Total		31,491
Less present value discount		(6,484)
Lease liability	$	25,007

TRANSACTION COSTS (Tables)

12 Months Ended

Dec. 31, 2023

TRANSACTION COSTS.

Schedule of composition of transaction costs, grouped by major classifications


	December 31,
	2023		2022		2021
Bank and processor fees	$	87,972	$	85,015	$	76,868
Network fees		18,212		13,617		9,162
Chargebacks and operational losses		7,273		3,837		3,917
Card costs		1,858		1,834		2,323
Capital advance costs, net of recoveries		6,679		4,526		6,363
Other		297		1,336		2,843
Total transaction costs	$	122,291	$	110,165	$	101,476

INCOME TAXES - Valuation allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation allowance
Beginning balance	$ 28,424	$ 22,394
Additions to valuation allowance	972	14,818
Reductions to valuation allowance	(10,115)	(8,788)
Ending balance	$ 19,281	$ 28,424

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION (Tables)

12 Months Ended

Dec. 31, 2023

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION

Schedule of Reverse Recapitalization

The number of shares of Common Stock issued immediately following the consummation of the Reverse Recapitalization were as follows:


		Number of
		shares
Common Stock outstanding at April 1, 2021		49,697,982
Common stock issued through options and warrants exercises between April 1, 2021 and June 25, 2021		8,854,131
Common Stock outstanding prior to the Reverse Recapitalization⁽¹⁾		58,552,113
Conversion of Redeemable Convertible Preferred Stock⁽¹⁾		209,529,798
Less: Legacy Payoneer Stock subject to cash out⁽²⁾		(36,818,547)
Common Stock attributable to FTOC conversion⁽³⁾		77,081,295
Shares attributable to Reverse Recapitalization		308,344,659
Common Stock attributable to PIPE		30,000,000
Total shares of Common Stock as of close of Reverse Recapitalization and PIPE transaction		338,344,659

⁽¹⁾After the close of the transaction, but prior to December 31, 2021, the Company issued 2,850,098 shares through the exercise of options.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAXES

Schedule of components of net gain (loss) before income taxes


	Year Ended December 31,
	2023		2022		2021
Income (loss) before income taxes and share in losses of associated company:
U.S. Domestic	$	133,061	$	13,266	$	(27,181)
Foreign		(525)		(11,648)		1,942
	$	132,536	$	1,618	$	(25,239)

Schedule of components of provision for income taxes

The components of the provision for income taxes for each of the years ended December 31, 2023, 2022 and 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	37,633	$	1,066	$	—
State		1,298		380		464
Foreign		11,394		11,409		9,463
Total current tax provision (benefit)		50,325		12,855		9,927
Deferred:
Federal		(10,508)		—		—
State		(351)		—		—
Foreign		(263)		731		(1,216)
Total deferred tax provision (benefit)		(11,122)		731		(1,216)
Provision for income tax expense (benefit)	$	39,203	$	13,586	$	8,711

Schedule of reconciliation of the statutory U.S. federal income tax rate to the actual tax rate

A reconciliation of the statutory U.S. federal income tax rate of 21% in 2023, 2022 and 2021 to the effective income tax rate is as follows:


	Year Ended December 31,
	2023		2022		2021
Tax computed at the statutory U.S. federal income tax rate	$	27,833	$	340	$	(5,300)
State taxes, net of federal benefit		655		378		1,023
Differences in foreign tax rate¹		456		(2,494)		(1,213)
Change in Valuation allowances		(9,749)		5,258		3,329
Share-based compensation		13,053		5,725		7,161
Non-taxable warrant revaluation		(3,723)		(7,132)		(2,483)
Other statutorily non-deductible expenses		3,044		1,487		1,806
Provision to return adjustment		(1,090)		402		—
Uncertain tax positions		7,461		7,793		4,384
U.S. tax on foreign earnings		2,051		1,527		—
Other		(788)		302		4
	$	39,203	$	13,586	$	8,711
¹Israeli taxation: in general, the income, including any capital gains, of the Israeli Subsidiary, other than from Approved Enterprises, is taxed in Israel at the regular corporate tax rate of 23%. However, pursuant to the Encouragement of Capital Investments Law, the Company benefits from a reduced tax rate of 16% on revenues associated with the research and development activity performed in Israel. Thus, the Israeli Subsidiary is subject to tax in Israel based on a blended rate. In 2023, the blended rate is about 18%, as compared to 17% in 2022.

Schedule of components of the Company's long-term deferred tax assets


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	21,248	$	24,733
Transaction loss provision		1,149		994
Property, equipment & software		6		167
Share-based compensation		2,083		7,123
Accrued expenses		3,154		464
Employee benefits		5,258		5,476
Operating lease liability		3,120		385
Capitalized research and development		7,426		808
Gross deferred tax assets		43,444		40,150
Valuation allowance		(19,281)		(28,424)
Total deferred tax assets		24,163		11,726

Deferred tax liabilities:
Contract assets		413		443
Right-of-use asset		3,126		506
Property, equipment & software		909		—
Internal use software (pre-2022)		4,415		6,127
Other		9		481
Total deferred tax liabilities		8,872		7,557

Net deferred tax assets	$	15,291	$	4,169

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits


Balance at December 31, 2022	$	17,333
Increases for tax positions in prior years		1,389
Decreases for tax positions in prior years		(1,752)
Increases for tax positions related to current year		7,823
Balance at December 31, 2023	$	24,793


Balance at December 31, 2021	$	9,540
Decreases in respect of expirations of statute of limitations		(1,413)
Increases for tax positions related to current year		9,206
Balance at December 31, 2022	$	17,333


Balance at December 31, 2020	$	5,076
Decreases for tax positions in prior years		—
Increases for tax positions related to current year		4,464
Balance at December 31, 2021	$	9,540

Schedule of change in the Company's valuation allowance


Balance at December 31, 2022	$	28,424
Additions to valuation allowance		972
Reductions to valuation allowance		(10,115)
Balance at December 31, 2023	$	19,281


Balance at December 31, 2021	$	22,394
Additions to valuation allowance		14,818
Reductions to valuation allowance		(8,788)
Balance at December 31, 2022	$	28,424

CAPITAL ADVANCE ("CA") RECEIVABLES - current and overdue amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Financing Receivable, Past Due [Line Items]
Total	$ 50,552	$ 42,466	$ 56,101
Current
Financing Receivable, Past Due [Line Items]
Total	47,332	39,945
1-30 days overdue
Financing Receivable, Past Due [Line Items]
Total	1,977	986
30-60 overdue
Financing Receivable, Past Due [Line Items]
Total	692	380
60-90 overdue
Financing Receivable, Past Due [Line Items]
Total	276	104
Above 90 overdue
Financing Receivable, Past Due [Line Items]
Total	$ 275	$ 1,051

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

NOTE 9 – LEASES

The Company’s lease expense was as follows:


	December 31,
	2023		2022		2021
Short-term lease expense	$	1,501		1,430		309
Operating lease expense		10,122		11,224		10,420
Total lease expense	$	11,623	$	12,654	$	10,729

The operating cash flows associated with operating leases were $10,248, $10,686 and $9,525 for the years ended December 31, 2023, 2022 and 2021, respectively. Additional balance sheet information related to leases was as follows:


	December 31,
	2023			2022
Operating lease right-of-use assets	$	24,854		$	15,260

Operating lease liabilities within other payables		7,171			8,360
Operating lease liabilities within other long-term liabilities		17,836			6,514
Total operating lease liabilities		25,007			14,874

Weighted average remaining lease term – operating leases		7.11	years		1.99	years
Weighted average discount rate – operating leases		6.06	%		2.67	%

Operating lease amounts include minimum lease payments under the Company’s non-cancelable operating leases primarily for office facilities and employee vehicles. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under the Company’s existing leases.

NOTE 9 – LEASES (continued):

The Company leases its facilities under various operating lease agreements, which expire on various dates. The minimum lease commitments due as of the year ended under non-cancelable operating leases are as follows:


As of December 31, 2023
2024	$	7,050
2025		5,364
2026		2,859
2027		1,923
2028		1,923
Thereafter		12,372
Total		31,491
Less present value discount		(6,484)
Lease liability	$	25,007

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENT

SUBSEQUENT EVENTS

NOTE 23 – SUBSEQUENT EVENTS

None.

REVERSE RECAPITALIZATION AND BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands	Jun. 25, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Business Acquisition [Line Items]
Issuance of redeemable preferred stock and warrants (in shares)	209,529,798
Exchange Ratio	1.88
Cash consideration \| $	$ 398,201
Shares authorized	4,180,000,000
Common stock shares authorized	3,800,000,000	3,800,000,000	3,800,000,000
Preferred stock shares authorized	380,000,000	380,000,000	380,000,000
Common stock, par value \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Preferred stock par value \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Deferred underwriting costs \| $	$ 28,934
Conversion of Redeemable Convertible Preferred Stock	209,529,798
Warrant liability \| $	$ 71,701	$ 8,555	$ 25,914
Amount of cost incurred, Reverse Recapitalization and PIPE offering \| $	64,271
Transaction costs associated with warrants \| $	$ 5,087
Common stock, shares issued		368,655,185	352,842,025
Transaction Bonus Pool
Business Acquisition [Line Items]
Common stock, shares issued	1,000,000
Redeemable convertible preferred stock
Business Acquisition [Line Items]
Issuance of redeemable preferred stock and warrants (in shares)	209,529,798
Conversion of Redeemable Convertible Preferred Stock	209,529,798
Maximum
Business Acquisition [Line Items]
Earn-Out shares issued	30,000,000
First 30 Months Following The Closing Date
Business Acquisition [Line Items]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
First 30 Months Following The Closing Date \| Minimum
Business Acquisition [Line Items]
Share price of earn out shares \| $ / shares	$ 15.00
First 60 Months Following The Closing Date
Business Acquisition [Line Items]
Earn-Out shares issued (In percentage)	50.00%
Threshold minimum trading days for not to transfer or permit transfer shares	20 days
Threshold trading days for not to transfer or permit transfer shares	30 days
First 60 Months Following The Closing Date \| Minimum
Business Acquisition [Line Items]
Share price of earn out shares \| $ / shares	$ 17.00
Subscription Agreement \| Subscriber
Business Acquisition [Line Items]
Number of shares issued	30,000,000
Aggregate purchase price \| $	$ 300,000
Purchase price per share \| $ / shares	$ 10.00

WARRANTS AND SHAREHOLDERS' EQUITY - Changes in fair value of warrant liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
WARRANTS.
Fair value at beginning of period	$ 25,914	$ 59,877
Change in fair value of Warrants	(17,359)	(33,963)	$ (11,824)
Fair value at end of period	$ 8,555	$ 25,914	$ 59,877

PROPERTY, EQUIPMENT AND SOFTWARE

12 Months Ended

Dec. 31, 2023

PROPERTY, EQUIPMENT AND SOFTWARE

PROPERTY, EQUIPMENT AND SOFTWARE

NOTE 6 – PROPERTY, EQUIPMENT AND SOFTWARE

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


	December 31,
	2023		2022
Computers, software and peripheral equipment	$	39,453	$	34,328
Leasehold improvements		9,678		9,741
Furniture and office equipment		5,674		4,418
Property, equipment and software		54,805		48,487
Accumulated depreciation		(39,306)		(34,095)
Property, equipment and software, net	$	15,499	$	14,392

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 were $8,056, $8,285 and $7,057, respectively.

During the years ended December 31, 2023 and 2022, the Company disposed of certain long-lived assets which were fully depreciated and had a cost of $2,915 and $7,477, and certain assets with net book value of $11 and $43, respectively.

The following table presents the Company’s property, equipment and software, net of depreciation, by geographic region:


	December 31,
	2023		2022
Israel	$	11,933	$	10,518
United States		1,676		1,036
All other countries		1,890		2,838
	$	15,499	$	14,392

OTHER PAYABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
OTHER PAYABLES
Employee related compensation	$ 67,837	$ 64,464
Commissions payable	23,695	12,159
Accrued expenses	12,358	10,001
Lease liability	7,171	8,360
Income tax payable	2,410
Other	4,037	2,350
Total other payables	$ 117,508	$ 97,334

REVENUE

12 Months Ended

Dec. 31, 2023

REVENUE

REVENUE

NOTE 17 – REVENUE

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


	Year Ended December 31,
	2023		2022		2021

Revenue recognized at a point in time	$	573,902	$	533,213	$	440,582
Revenue recognized over time		16,925		30,354		20,000
Revenue from contracts with customers	$	590,827	$	563,567	$	460,582
Interest income on customer balances	$	230,634	$	55,292	$	2,702
Capital advance income		9,642		8,764		10,119
Revenue from other sources	$	240,276	$	64,056	$	12,821
Total revenues	$	831,103	$	627,623	$	473,403

Based on the information provided to and reviewed by the Company’s CODM, the Company believes that the nature, amount, timing, and uncertainty of its revenue and cash flows and how they are affected by economic factors are most appropriately depicted through its primary regional markets. The following table presents the Company’s revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.


	Year Ended December 31,
	2023		2022		2021
Primary regional markets
Greater China⁽¹⁾	$	287,944	$	195,663	$	160,583
Europe⁽²⁾		166,868		130,850		104,148
Asia-Pacific⁽²⁾		114,335		84,817		61,132
North America⁽³⁾		97,434		92,045		61,613
South Asia, Middle East and North Africa⁽²⁾		87,237		69,239		50,830
Latin America⁽²⁾		77,285		55,009		35,097
Total revenues	$	831,103	$	627,623	$	473,403

(1)	Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan

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

(3)	The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $93,371, $87,438 and $55,941 during the years ended December 31, 2023, 2022 and 2021.

NOTE 17 – REVENUE (continued):

The following table represents a rollforward of deferred customer acquisition costs:


Opening balance as of December 31, 2022	$	10,245
Additions to deferred customer acquisition costs		9,406
Amortization of deferred customer acquisition costs		(10,038)
Ending balance as of December 31, 2023	$	9,613

Opening balance as of December 31, 2021	$	11,366
Additions to deferred customer acquisition costs		11,476
Amortization of deferred customer acquisition costs		(12,597)
Ending balance as of December 31, 2022	$	10,245

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

CAPITAL ADVANCE ("CA") RECEIVABLES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CAPITAL ADVANCE ("CA") RECEIVABLE
Beginning CA receivables, gross	$ 42,466	$ 56,101
CA extended to customers	298,467	237,825
Change in revenue receivables	420	(9)
CA collected from customers	(285,530)	(248,932)
Charge-offs, net of recoveries	(5,271)	(2,519)
Ending CA receivables, gross	50,552	42,466
Allowance for CA losses	(5,059)	(5,311)
CA receivables, net	$ 45,493	$ 37,155

NET EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss)	$ 93,333	$ (11,970)	$ (33,987)
Less dividends and revaluation attributable to redeemable and redeemable convertible preferred stock			33,632
Net income (loss) attributable to common stockholders	$ 93,333	$ (11,970)	$ (67,619)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	361,678,893	348,044,831	202,881,911
Dilutive impact of RSUs, ESPP and options to purchase common stock	30,256,559
Dilutive impact of private Warrants	730,266
Weighted average common shares outstanding - Diluted	392,665,718	348,044,831	202,881,911
Net income (loss) per share attributable to common stockholders - Basic earnings (loss) per share	$ 0.26	$ (0.03)	$ (0.33)
Diluted earnings (loss) per share	$ 0.24	$ (0.03)	$ (0.33)

PROPERTY, EQUIPMENT AND SOFTWARE (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY, EQUIPMENT AND SOFTWARE

Schedule of composition of property, equipment and software, grouped by major classifications


	December 31,
	2023		2022
Computers, software and peripheral equipment	$	39,453	$	34,328
Leasehold improvements		9,678		9,741
Furniture and office equipment		5,674		4,418
Property, equipment and software		54,805		48,487
Accumulated depreciation		(39,306)		(34,095)
Property, equipment and software, net	$	15,499	$	14,392

Schedule of property and equipment, net of depreciation and amortization, by geographic region


	December 31,
	2023		2022
Israel	$	11,933	$	10,518
United States		1,676		1,036
All other countries		1,890		2,838
	$	15,499	$	14,392

STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 65,767	$ 52,149	$ 37,012
Internal use software
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Capitalized amount in compensation costs	3,650	1,592	0
Other operating expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	12,327	10,870	8,194
Research and development expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	15,698	10,248	6,012
Sales and marketing expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	18,506	15,175	10,916
General and administrative expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 19,236	$ 15,856	$ 11,890

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

REVENUE

Schedule of revenue recognized from contracts with customers as well as revenue from other sources


	Year Ended December 31,
	2023		2022		2021

Revenue recognized at a point in time	$	573,902	$	533,213	$	440,582
Revenue recognized over time		16,925		30,354		20,000
Revenue from contracts with customers	$	590,827	$	563,567	$	460,582
Interest income on customer balances	$	230,634	$	55,292	$	2,702
Capital advance income		9,642		8,764		10,119
Revenue from other sources	$	240,276	$	64,056	$	12,821
Total revenues	$	831,103	$	627,623	$	473,403

Schedule of revenue disaggregated by primary geographical market


	Year Ended December 31,
	2023		2022		2021
Primary regional markets
Greater China⁽¹⁾	$	287,944	$	195,663	$	160,583
Europe⁽²⁾		166,868		130,850		104,148
Asia-Pacific⁽²⁾		114,335		84,817		61,132
North America⁽³⁾		97,434		92,045		61,613
South Asia, Middle East and North Africa⁽²⁾		87,237		69,239		50,830
Latin America⁽²⁾		77,285		55,009		35,097
Total revenues	$	831,103	$	627,623	$	473,403

(1)	Greater China is inclusive of mainland China, Hong Kong, Macao and Taiwan

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

(3)	The United States is the Company’s country of domicile. Of North America revenues, the U.S. represents $93,371, $87,438 and $55,941 during the years ended December 31, 2023, 2022 and 2021.

Rollforward of Deferred Customer Acquisition Costs


Opening balance as of December 31, 2022	$	10,245
Additions to deferred customer acquisition costs		9,406
Amortization of deferred customer acquisition costs		(10,038)
Ending balance as of December 31, 2023	$	9,613

Opening balance as of December 31, 2021	$	11,366
Additions to deferred customer acquisition costs		11,476
Amortization of deferred customer acquisition costs		(12,597)
Ending balance as of December 31, 2022	$	10,245

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

Goodwill balances and adjustments to those balances

The following table presents goodwill balance and adjustments to those balances during the year ended December 31, 2023:

Foreign

Currency

December 31,

Goodwill

Translation

December 31,

Goodwill

Translation

December 31,

2021

Acquired

Adjustments

2022

Acquired

Adjustments

2023

Total goodwill

21,127

—

(1,238)

19,889

—

19,889

Schedule of composition of intangible assets, grouped by major classifications


	December 31, 2023						December 31, 2022
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Internal use software	$	122,001	$	(54,804)	$	67,197	$	75,195	$	(38,607)	$	36,588
Acquired developed technology		17,915		(8,846)		9,069		14,365		(5,509)		8,856
Total	$	139,916	$	(63,650)	$	76,266	$	89,560	$	(44,116)	$	45,444

Schedule of expected future intangible asset amortization


Fiscal years
2024	$	24,387
2025		19,729
2026		7,986
2027 and thereafter		—
Total	$	52,102

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
OTHER LONG-TERM LIABILITIES
Reserves for uncertain tax positions	$ 24,793	$ 17,332
Long-term lease liabilities	17,836	6,514
Other tax provisions	5,202	3,716
Severance pay liabilities	2,056	2,252
Other	18	17
Total other long-term liabilities	$ 49,905	$ 29,831

REVENUE - Revenue Recognized From Contracts With Customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 590,827	$ 563,567	$ 460,582
Interest income on customer balance	230,634	55,292	2,702
Capital advance income	9,642	8,764	10,119
Revenue from other sources	240,276	64,056	12,821
Total revenues	831,103	627,623	473,403
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	573,902	533,213	440,582
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 16,925	$ 30,354	$ 20,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands	12 Months Ended
GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 21,127
Foreign Currency Translation Adjustments	(1,238)
Ending balance	$ 19,889

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

CAPITAL ADVANCE ("CA") RECEIVABLES

12 Months Ended

Dec. 31, 2023

CAPITAL ADVANCE ("CA") RECEIVABLE

CAPITAL ADVANCE ("CA") RECEIVABLES

NOTE 4 – CAPITAL ADVANCE (“CA”) RECEIVABLES

During the years ended December 31, 2023 and 2022, the Company has purchased and collected the following principal amounts associated with CA receivables, including foreign exchange adjustments:


	December 31,
	2023		2022
Beginning CA receivables, gross	$	42,466	$	56,101
CA extended to customers		298,467		237,825
Change in revenue receivables		420		(9)
CA collected from customers		(285,530)		(248,932)
Charge-offs, net of recoveries		(5,271)		(2,519)
Ending CA receivables, gross	$	50,552	$	42,466
Allowance for CA losses		(5,059)		(5,311)
CA receivables, net	$	45,493	$	37,155

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


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
50,552	47,332	1,977	692	276	275

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

The outstanding gross balance at December 31, 2022, consists of the following current and overdue amounts:


Total	Current	1-30 days overdue	30-60 overdue	60-90 overdue	Above 90 overdue
42,466	39,945	986	380	104	1,051

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


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
50,552	3,220	10,841	13,696	17,462	5,333

The following are current and overdue balances from above that are segregated into the timing of expected collections at December 31, 2022:


		Due in less than			Due in more than
Total	Overdue	30 days	Due in 30-60 days	Due in 60-90 days	90 days
42,466	2,521	7,354	12,553	14,427	5,611

As of December 31, 2023, the Company has applied a range of loss rates to the portfolio of 1.58% to 1.85% for the allowance for CA losses with the weighted average loss rate applied being 1.75%. The Company applied a range of loss rates to the portfolio of 1.59% to 1.86% for the allowance for CA losses with the weighted average loss rate applied being 1.75% as of December 31, 2022.

Below is a rollforward for the ALCAL for the years ended December 31, 2023 and 2022:


	December 31,
	2023		2022
Beginning balance	$	5,311	$	2,426
Adjustment for adoption of ASC 326		—		2,505
Provisions		5,227		4,357
Recoveries		(208)		(1,458)
Charge-offs		(5,271)		(2,519)
Ending balance	$	5,059	$	5,311

INCOME TAXES - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current tax provision:
Federal	$ 37,633	$ 1,066
State	1,298	380	$ 464
Foreign	11,394	11,409	9,463
Total current tax provision (benefit)	50,325	12,855	9,927
Deferred tax provision:
Federal	(10,508)
State	(351)
Foreign	(263)	731	(1,216)
Total deferred tax provision (benefit)	(11,122)	731	(1,216)
Income tax	$ 39,203	$ 13,586	$ 8,711

STOCK-BASED COMPENSATION - Stock Options (Details) - Employee Stock Option [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options, Number Outstanding	27,788,279
Outstanding Options, Weighted Average Remaining Contractual life	4 years 4 months 28 days
Options Exercisable, Number excercisable	26,001,913
Options Exercisable, Weighted Average Remaining Contractual life	4 years 2 months 15 days
$0.010
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.010
Outstanding Options, Number Outstanding	3,807,728
Outstanding Options, Weighted Average Remaining Contractual life	6 years 9 months 7 days
Options Exercisable, Number excercisable	2,895,082
Options Exercisable, Weighted Average Remaining Contractual life	6 years 8 months 8 days
$0.080
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.080
Outstanding Options, Number Outstanding	283,041
Outstanding Options, Weighted Average Remaining Contractual life	4 years 1 month 6 days
Options Exercisable, Number excercisable	283,041
Options Exercisable, Weighted Average Remaining Contractual life	4 years 1 month 6 days
$0.540
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.540
Outstanding Options, Number Outstanding	447,127
Outstanding Options, Weighted Average Remaining Contractual life	3 months 29 days
Options Exercisable, Number excercisable	447,127
Options Exercisable, Weighted Average Remaining Contractual life	3 months 29 days
$0.620
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.620
Outstanding Options, Number Outstanding	2,560,809
Outstanding Options, Weighted Average Remaining Contractual life	1 year 1 month 2 days
Options Exercisable, Number excercisable	2,560,809
Options Exercisable, Weighted Average Remaining Contractual life	1 year 1 month 2 days
$1.380
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.380
Outstanding Options, Number Outstanding	126,231
Outstanding Options, Weighted Average Remaining Contractual life	1 year 11 months 12 days
Options Exercisable, Number excercisable	126,231
Options Exercisable, Weighted Average Remaining Contractual life	1 year 11 months 12 days
$1.410
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.410
Outstanding Options, Number Outstanding	4,250,463
Outstanding Options, Weighted Average Remaining Contractual life	2 years 1 month 13 days
Options Exercisable, Number excercisable	4,250,463
Options Exercisable, Weighted Average Remaining Contractual life	2 years 1 month 13 days
$1.810
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 1.810
Outstanding Options, Number Outstanding	213,030
Outstanding Options, Weighted Average Remaining Contractual life	2 years 6 months 25 days
Options Exercisable, Number excercisable	213,030
Options Exercisable, Weighted Average Remaining Contractual life	2 years 6 months 25 days
$2.740
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.740
Outstanding Options, Number Outstanding	2,985,936
Outstanding Options, Weighted Average Remaining Contractual life	6 years 2 months 23 days
Options Exercisable, Number excercisable	2,765,803
Options Exercisable, Weighted Average Remaining Contractual life	6 years 2 months 23 days
$2.800
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.800
Outstanding Options, Number Outstanding	3,263,194
Outstanding Options, Weighted Average Remaining Contractual life	4 years 1 month 6 days
Options Exercisable, Number excercisable	3,263,194
Options Exercisable, Weighted Average Remaining Contractual life	4 years 1 month 6 days
$2.850
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.850
Outstanding Options, Number Outstanding	821,649
Outstanding Options, Weighted Average Remaining Contractual life	4 years 9 months 7 days
Options Exercisable, Number excercisable	821,649
Options Exercisable, Weighted Average Remaining Contractual life	4 years 9 months 7 days
$2.900
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 2.900
Outstanding Options, Number Outstanding	4,695,269
Outstanding Options, Weighted Average Remaining Contractual life	5 years 1 month 17 days
Options Exercisable, Number excercisable	4,695,269
Options Exercisable, Weighted Average Remaining Contractual life	5 years 1 month 17 days
$3.020
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.020
Outstanding Options, Number Outstanding	1,961,198
Outstanding Options, Weighted Average Remaining Contractual life	3 years 2 months 4 days
Options Exercisable, Number excercisable	1,961,198
Options Exercisable, Weighted Average Remaining Contractual life	3 years 2 months 4 days
$3.070
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.070
Outstanding Options, Number Outstanding	607,028
Outstanding Options, Weighted Average Remaining Contractual life	5 years 6 months 18 days
Options Exercisable, Number excercisable	607,028
Options Exercisable, Weighted Average Remaining Contractual life	5 years 6 months 18 days
$3.900
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.900
Outstanding Options, Number Outstanding	600,056
Outstanding Options, Weighted Average Remaining Contractual life	6 years 11 months 15 days
Options Exercisable, Number excercisable	466,949
Options Exercisable, Weighted Average Remaining Contractual life	6 years 11 months 15 days
$3.980
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 3.980
Outstanding Options, Number Outstanding	500,000
Outstanding Options, Weighted Average Remaining Contractual life	8 years 6 months
Options Exercisable, Number excercisable	187,500
Options Exercisable, Weighted Average Remaining Contractual life	8 years 6 months
$7.870
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 7.870
Outstanding Options, Number Outstanding	665,520
Outstanding Options, Weighted Average Remaining Contractual life	7 years 1 month 6 days
Options Exercisable, Number excercisable	457,540
Options Exercisable, Weighted Average Remaining Contractual life	7 years 1 month 6 days

OTHER LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2023

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

NOTE 12 – OTHER LONG-TERM LIABILITIES

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


	December 31,
	2023		2022
Reserves for uncertain income tax positions	$	24,793	$	17,332
Long-term lease liabilities		17,836		6,514
Other tax provisions		5,202		3,716
Severance pay liabilities		2,056		2,252
Other		18		17
Total other long-term liabilities	$	49,905	$	29,831

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 17,333	$ 9,540	$ 5,076
Increases for tax positions in prior years	1,389
Decreases for tax positions in prior years	(1,752)
Decreases in respect of expirations of statute of limitations		(1,413)
Increases for tax positions related to current year	7,823	9,206	4,464
Ending balance	$ 24,793	$ 17,333	$ 9,540

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

12 Months Ended

Dec. 31, 2023

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

NOTE 14 – SEVERANCE PAY FUND AND ACCRUED SEVERANCE PAY

While the Company maintains immaterial severance pay liabilities in several jurisdictions globally, the following discussion covers the severance arrangement in Payoneer Research and Development Ltd. (“The Israeli Subsidiary”), which is its most material arrangement and makes up substantially all of the severance pay liabilities included within Other long-term liabilities on the consolidated balance sheets.

Labor laws in Israel and employment agreements require paying severance pay to employees that are dismissed or retire from their employment in certain circumstances, according to a defined benefit plan. Employees (for whom the Company makes regular deposits in pension and severance pay funds according to a defined benefit plan) dismissed before attaining retirement age are entitled to severance pay computed on the basis of their latest pay rate. In respect of these employees, the Company is committed to supplement the difference between severance pay computed as above and the amounts accumulated in the abovementioned funds. Commencing in 2011, the Israeli Subsidiary added Section 14 of the Severance Pay Law - 1963 to new employees’ agreements that eliminates the need to accrue provisions for retirement expenses for these employees, other than periodic payments made on behalf of the employees that are expensed periodically. The accrued severance pay liability was $1,472 and $1,878 as of December 31, 2023 and 2022, respectively.

The Israeli Subsidiary’s severance pay liability for the Israeli employees is covered mainly by the purchase of insurance policies. The value of these policies is recorded as an asset in the consolidated balance sheets. The balance of the severance pay fund was $840 and $1,095 as of December 31, 2023 and 2022, respectively.

STOCK-BASED COMPENSATION - Summary of RSU activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
2017 Stock Incentive Plan
RSUs Units
Vesting period (in years)	4 years
Restricted stock units
RSUs Units
Outstanding at beginning of period	25,853,581
Granted	17,339,704
Vested	(7,472,296)
Forfeited	(3,881,820)
Withhold to cover shares repurchased	(1,095,803)
Outstanding at end of period	30,743,366
RSUs Weighted Average Grant Date Fair Value
Outstanding at beginning of period \| $ / shares	$ 5.88
Awarded \| $ / shares	5.43
Withhold to Cover shares repurchased \| $ / shares	5.23
Vested \| $ / shares	5.56
Forfeited \| $ / shares	6.57
Outstanding at end of period \| $ / shares	$ 5.65
Withhold to cover shares repurchased, value \| $	$ 5,728
Restricted stock units \| 2021 Stock Incentive Plan
RSUs Units
Granted	16,439,704
Restricted stock units \| 2021 Stock Incentive Plan \| Share-Based Payment Arrangement, Tranche Two [Member]
RSUs Units
Granted	900,000

LEASES - Minimum lease commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LEASES
2024	$ 7,050
2025	5,364
2026	2,859
2027	1,923
2028	1,923
Thereafter	12,372
Total	31,491
Less present value discount	(6,484)
Total operating lease liabilities	$ 25,007	$ 14,874

WARRANTS AND SHAREHOLDERS' EQUITY - Share Repurchase Program and Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 07, 2023	May 07, 2023
Equity [Abstract]
Amount authorized for stock repurchase program		$ 250,000	$ 80,000
Treasury Stock, Shares, Acquired	11,064,692
Treasury Stock, Value, Acquired, Cost Method	$ 56,936
Shares Acquired, Average Cost Per Share	$ 5.13
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 240,179

RESTRUCTURING CHARGES (Tables)

12 Months Ended

Dec. 31, 2023

RESTRUCTURING CHARGES.

Schedule of restructuring costs


	Severance and other employee termination benefits
Other operating expenses	$	623
Research and development expenses		1,559
Sales and marketing expenses		2,029
General and administrative expenses		277
Total	$	4,488

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation, basis of presentation, and accounting principles:

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (hereafter – U.S. GAAP) and include the accounts of Payoneer Global Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in an entity where the Company has the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, the Company’s share of the investee’s results of operations is shown within Share in losses of associated company on the consolidated statements of comprehensive income (loss) and its investment balance as an investment in associated company on the consolidated balance sheets.

Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for capital advance receivables, income taxes, goodwill, revenue recognition, stock-based compensation, and loss contingencies.

Functional currency and translation:

The functional currency of the Company is the U.S. dollar (“dollar” or “$”). Where the Company’s foreign subsidiaries derive their revenue primarily from services provided to the parent company as well as obtain their financing from the parent company in dollars, the Company has determined the functional currencies to be the dollar as well.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with the principles set forth in ASC 830, Foreign Currency Translation, in the following manner:

Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the consolidated statements of comprehensive income (loss), the transaction date exchange rates are used. The resulting transaction gains or losses are recorded as other financial income or expense. The Company recognized $5,628 of such transaction losses during the year ended December 31, 2023. Depreciation, amortization and other changes deriving from non-monetary items are based on historical exchange rates.

Prior to 2023, the Company was also affected by fluctuations in exchange rates on its investment in an associated company (refer to Note 8 for details around the acquisition of the remaining interest). The assets and liabilities of the associated company whose functional currency was a foreign currency were translated at the period-end rate of exchange. The resulting translation adjustment was recorded as a component of other comprehensive income (loss) (“OCI”) and is included in shareholders' equity.

Prior to 2023, the Company also had a foreign subsidiary that used the local currency of the respective country as its functional currency. As of January 1, 2023, this subsidiary has changed its functional currency to be that of the Company, the U.S. dollar, due to a shift in the subsidiary’s primary revenue streams, which are now substantially all from services provided to the Company. In periods prior to 2023, assets and liabilities of the non-U.S. dollar functional currency subsidiary were translated into U.S. dollars at the period-end rate of exchange. Revenues, costs, and expenses of the non-U.S. dollar functional currency subsidiary were translated into U.S. dollars using transaction date exchange rates. Gains and losses resulting from these translations were recorded as a component of OCI. Gains and losses from the remeasurement of foreign currency transactions into the functional currency were recognized as other financial income or expense in the consolidated statements of comprehensive income (loss).

Fair value measurement:

The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), regarding fair value measurements for assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. The provisions apply whenever other accounting pronouncements require or permit fair value measurements.

Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

As of December 31, 2023 and 2022, the fair values of the Company's cash, cash equivalents, customer funds, restricted cash, accounts receivable, capital advance receivables, accounts payable, outstanding operating balances, and long-term debt approximated the carrying values of these instruments presented in the Company's consolidated balance sheets because of their nature. The fair value of the warrants described within Note 15 is determined by utilizing the publicly available price of the Company’s stock (Level 1). The fair value of long-term debt, when carrying value does not approximate fair value, is determined using Level 3 unobservable inputs and assumptions by the Company.

Cash and cash equivalents and restricted cash:

The Company considers cash invested in short-term bank deposits (up to three months from date of deposit) that are not restricted to withdrawal or use and money market instruments, to be cash equivalents. The Company maintains cash and cash equivalent balances with various financial institutions. The Company regularly reviews investment concentrations of these institutions and has relationships with a globally diversified group of banks and financial institutions.

The Company defines restricted cash as cash held as collateral for the purpose of maintaining compliance with certain agreements, deposits held with payment processors and issuing banks that assist the Company in executing payment transactions, deposits in connection with regulatory requirements, deposits for prospective hedging activities, and deposits for property rental in different locations around the globe. The classification of restricted cash between current and non-current assets depends on the expected duration of the underlying activity.

Customer funds:

The Company holds all customer balances, both in the U.S. and internationally, as direct claims against us which are reflected on the consolidated balance sheets as a liability classified as outstanding operating balances. The Company classifies the assets underlying the customer funds as current based on their purpose and availability to fulfill the direct obligation of the Company under amounts due to customers. The Company maintains dedicated interest and non-interest bearing bank accounts for the holding of all customer funds. The Company does not comingle customer funds in accounts dedicated for holding corporate funds. In certain jurisdictions, the Company may be restricted as to the types of accounts in which customer funds may be maintained and as to the types of assets that may be held.

Customer funds include funds in transit that have not yet settled with the designated payee bank account or have yet to be loaded to a customer card or account. These funds are classified on the consolidated statements of cash flows as investing activities.

Accounts receivable, net:

The Company records receivables when services are transferred to customers in exchange for a right to receive consideration, conditional only upon the passage of time. The Company periodically assesses and evaluates the collectability of outstanding receivables and maintains an allowance for expected credit losses related to accounts receivable.

Capital advance (“CA”) receivables, net:

The Company enters into transactions with pre-qualified sellers in which the Company purchases a designated amount of future receivables for an upfront cash purchase price. The delivery of the future receivables purchased in exchange for the advance cash purchase price is facilitated through the seller’s payment processing activities with the Company. There is no economic recourse to the seller in the event that the future receivables are not generated. There is also no fixed period of time in which the seller must deliver the purchased future receivables to the Company, as delivery of the purchased future receivables is contingent on the sellers’ generation of such receivables.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Although there is no economic recourse to the seller in the event that the future receivables are not generated, the degree of uncertainty related to this economic benefit is mitigated by the due diligence performed by the Company prior to purchasing the seller’s future receivables and is further mitigated by contractual remedies.

The Company’s due diligence includes, but is not limited to, detailed analysis of the seller’s historical processing volumes, transaction count, chargeback history, growth of the seller, and account longevity with the Company or marketplace.

The Company recognizes revenues associated with these fees over the CA period, adjusting the amount to reflect an effective interest rate. The fees earned on these receivables are included in revenue on the consolidated statements of comprehensive income (loss) and the total fees were not significant to the Company’s operations for the years ended December 31, 2023, 2022 and 2021.

CA receivables, net represents the aggregate amount of CA-related receivables as of the consolidated balance sheet date, net of an allowance for potential uncollectible amounts in the event of merchant fraud, diversion or default. For the purchased receivables, the Company is generally exposed to potential advance losses related to uncollectibility, and as such, the Company establishes an allowance for CA losses (“ALCAL”). Changes to the ALCAL are reflected as transaction costs on the consolidated statements of comprehensive income (loss), according to company’s charge-off methodology.

Beginning in 2022, following the Company’s modified retrospective adoption of ASC 326, the ALCAL is primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio, which is segmented by programs. Loss rates are generated using historical loss data for each portfolio and are applied to segments of each portfolio. The Company then applies macroeconomic factors such as market unemployment rate, current and forecasted GDP, S&P yield and inflation rate, which are sourced externally, using a single scenario that the Company believes is most appropriate to the economic conditions applicable to a particular period. Expected credit loss rates, inclusive of historical loss data and macroeconomic factors, are applied to the principal amount of the Company’s CA receivables.

Prior to 2022, the Company had implemented a risk-based methodology that was used to estimate future losses based on historical loss experience as well as qualitative judgment when historical loss data was not available. For product offerings with sufficient historical loss experience, the Company developed loss estimates based on receivable balance attributes such as account payment status, percentage of collections per day, and length of time from advance to collection. Based on these attributes, a historical loss rate was applied to calculate the allowance for CA losses. For product offerings that did not have significant historical loss data to develop a historical loss percentage, the Company estimated losses by evaluating portfolio factors such as average balance outstanding by customer as well as creating specific identification provisions for known collection risks.

i.Property, equipment and software, net:

Property, equipment, and software are stated at cost less accumulated depreciation and amortization. Additions, renewals, and betterments are capitalized. Maintenance and repairs that do not extend the useful life of the asset are expensed as incurred.

The Company computes depreciation and amortization using the straight-line method over the estimated useful lives as follows:


		Years
Computers, software and peripheral equipment		3-5
Furniture and office equipment		6-16
Leasehold improvements		Shorter of useful life of improvement or lease term

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Internal use software:

The Company accounts for costs incurred to develop or obtain software and other applications for internal use in accordance with ASC 350-40, Internal-Use Software. Software purchased for internal use is accounted for as the acquisition of an intangible asset and is capitalized at cost. Costs related to developing software for internal use are expensed or capitalized depending on the project stage in which the costs are incurred. The Company capitalizes costs incurred during the application development stage, which include costs to design the software, application configuration, interfaces, coding, installation, and testing. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred.

Capitalized internal use software is presented within intangible assets, net on the consolidated balance sheets. The assets are amortized over the period of estimated benefit of three years, using the straight-line method, and related amortization is presented under depreciation and amortization on the consolidated statements of comprehensive income (loss). Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development cost requires considerable judgement by management.

Business combinations and asset acquisitions:

The Company evaluates whether a transaction meets the definition of a business. The Company first applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an asset acquisition. The Company recognizes assets acquired in an asset acquisition based on the cost to the Company on a relative fair value basis, which includes transaction costs in addition to consideration transferred and liabilities incurred as part of the transaction. Neither goodwill nor bargain purchase gains are recognized in an asset acquisition.

If the screen test is not met, the Company further considers whether the set of assets or acquired entities have at a minimum, inputs and processes that have the ability to create outputs which would meet the definition of a business. The Company accounts for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net tangible and intangible assets acquired. The fair value of the assets are considered significant estimates made by the Company. Any residual purchase price is allocated as goodwill. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration connected to the business combination is measured at fair value at the date of acquisition and each reporting period thereafter. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed in the business combination, with the corresponding offset recorded to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive income (loss).

Deferred transaction costs:

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing activities, including the Reverse Recapitalization and the PIPE offering described within Note 3, as deferred costs until such financings are consummated. Upon consummation of the equity financing activity, these fees are recorded in the stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the activity.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Goodwill and intangible assets:

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to the reporting unit expected to benefit from the business combination. Goodwill is tested for impairment, at a minimum, on an annual basis at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.

The fair value of the reporting unit is estimated using a discounted cash flow method. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. Failure to achieve these expected results, changes in the discount rate or market pricing metrics, may cause a future impairment of goodwill at the reporting unit level.

Intangible assets consist of acquired developed technology and internal use software (refer to note 2j). Intangible assets are amortized over the period of estimated useful life using the straight-line method and have estimated useful lives ranging from three to six years. No significant residual value is estimated for intangible assets.

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. An asset is considered impaired if its carrying value exceeds the future net cash flow the asset is expected to generate.

Impairment of long-lived assets:

The Company reviews long-lived assets for their impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying value of the asset exceeded the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, a write-down would be recorded to reduce the related asset to its estimated fair value.

Leases:

The Company adopted ASU 2016-02, Leases (Topic 842) effective January 1, 2021, using a modified retrospective basis and applied the optional practical expedients related to the transition, including those related to lease classification and hindsight.

The Company determines whether an arrangement is a lease for accounting purposes at contract inception by determining whether an asset is explicitly or implicitly identified in the arrangement, and whether the Company obtains the right to control the use of that asset. As of December 31, 2023 and 2022, the Company had entered into operating leases for office facilities and employee vehicles and did not have any finance leases.

Operating leases are recorded as right-of-use (“ROU”) assets, which are presented as right-of-use assets, and lease liabilities, which are included in other payables and other long-term liabilities, on the consolidated balance sheets, depending on their classification as short or long-term, respectively.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; it uses an incremental borrowing rate for specific terms on a collateralized basis based on the information available on either the ASC 842, Leases, transition date or lease commencement date, as applicable, in determining the present value of lease payments.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The ROU asset calculation includes lease payments to be made and excludes lease incentives. The ROU asset and lease liability may include amounts attributed to options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. In certain instances, the Company may have lease agreements with lease and non-lease components. In these instances, the Company has elected to apply the practical expedient and account for the lease and non-lease components as a single lease component for all leases. The Company applies a single portfolio approach within certain lease classes to account for the ROU assets and lease liabilities. The Company does not recognize ROU assets and lease liabilities arising from short-term leases.

Warrant liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of Common Stock and whether the warrant holders could potentially require different settlement value of consideration in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a derivative liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as gain or loss on the consolidated statements of comprehensive income (loss). In accordance with ASC 825-10, Financial Instruments, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statements of comprehensive income (loss) as incurred.

Treasury stock:

The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction.

When and if treasury stock is reissued, the Company applies the average cost method to determine the value of the reissued shares, and to the extent that it remains in an accumulated deficit position, recognizes any related gain or loss in additional paid-in capital. When and if the Company’s accumulated deficit becomes a retained earnings balance, it will credit gains on reissuances to additional paid-in capital and offset losses against historical gains. Losses in excess of historical gains will be recognized against retained earnings.

Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

Revenue recognition:

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The majority of the Company’s revenue is recognized and collected upon the completion of the underlying transaction.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Card and Customer Account revenue:

Transaction fee revenues - the Company’s transaction fee revenue principally consists of usage fees. Revenue may vary based on the size and volume of transactions, the payment methods used, the currencies to be ultimately disbursed and the countries to which the funds are transferred. Transaction fee revenues are recognized at a point in time which is the period when the underlying transactions occur, and at this time the amounts are known.

Collection and loading fees - fees are charged to customers upon withdrawal of funds into a customer’s bank account or utilization of funds loaded or allocated to cards. Fees are recognized at a point in time which is the period that the underlying withdrawal or load to a customer occurs.

Service and maintenance fees - maintenance and service fees are charged either monthly or annually to customers. Fees charged in advance to customers covering a single reporting period or multiple reporting periods are recognized when the fee is charged as there is no binding contract term and the fee does not represent a material right to the customer.

Cancellations and refunds of fees - the Company records revenue net of transaction cancellation and refunds of fees. Cancellations and refunds of fees are estimated at the time that the underlying transaction occurs and are provided for in advance of the cancellation or refund.

Capital Advance fees:

The Company offers customers a cash advance in exchange for a fixed amount of their future receivables. Such customers use Payoneer’s payment services to receive payments from third party online marketplaces for goods and services sold on the marketplaces. For the cash advances in which the Company retains the right to future receivables, the fee is recognized over the advance period.

Global Bank Transfer Revenue:

Revenues generated from bank transfers are recorded at the time the related funds transfer is executed and delivered to the beneficiary. Revenue is deferred until it reaches the beneficiary even if it has been collected by the Company at any point during the bank transfer process. The timing of recognition is dependent on geographic region, and overall reliance on third party processors and financial institutions.

The Company uses third-party processors and financial institutions in executing foreign exchange transactions with third-parties. The Company acts as the principal in these transactions and recognizes revenue as it relates to these transactions on a gross basis as the Company controls the service to the end customer and directs third party processors and other financial institutions to perform the specified services on the Company’s behalf. To the extent revenues are recorded on a gross basis, any commissions or other payments to third-parties are recorded as transaction costs so that the net amount (gross revenue less transaction costs) is reflected in operating income (loss). The company charges both fixed and variable fees related to global bank transfers. Fixed fees are generally on a per transaction basis while variable are generally based on volume of transactions where transactions involve funds transferred to the Company in one currency which are transferred to a beneficiary in another currency.

Interest earned on customer funds balances

As discussed in Note 2f, the Company holds customer funds in both interest and non-interest bearing accounts. Interest earned on these balances is recognized as revenue.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Customer acquisition costs

The Company capitalizes certain consideration paid to customers, which include costs associated with customer acquisition rewards, and certain costs to obtain contracts, which include employee sales commissions that are incremental to the acquisition of customer contracts. These costs are recorded as other assets on the consolidated balance sheets. The Company determines whether costs should be deferred based on the incremental nature of the underlying cost and if the cost would not have occurred absent the customer acquisition.

Customer acquisition rewards primarily refers to incentive payments made to existing customers, third parties and new customers when a new customer is referred and utilizes the Company’s services, subject to certain conditions. Certain capitalized sales commissions include payments made to employees that are directly related to new customers’ acquisitions or increased revenue or volume for existing customers.

Amortization of customer acquisition rewards and sales commissions are consistent with the pattern of revenue recognition of each performance obligation. Incentives earned by customers and third parties for referring new customers are paid in exchange for a distinct service and accounted for as sales and marketing expenses on the consolidated statements of comprehensive income (loss). Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Fair value of the service is established using amounts paid to vendors for similar services. The Company has applied the practical expedient in ASC 340-40 to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.

The Company recognizes an asset for incremental costs to obtain a contract such as sales commissions and other customer incentives. The asset is amortized on a systematic basis over the expected customer relationship period, which is estimated as of December 31, 2023 to be 1.84 years. The amortization is recorded within sales and marketing expense on the consolidated statements of comprehensive income (loss).

The Company offers various programs to acquire customers. In certain customer acquisition arrangements with existing customers, the payments to the customer are recorded as a reduction of revenue.

The Company periodically reviews these deferred customer acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented.

Segments:

The Company determines operating segments based on how its Chief Operating Decision Maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM are its Chief Executive Officer and Chief Financial Officer, who review its operating results on a consolidated basis. The Company operates in one segment and has one reportable segment.

Transaction costs:

Transaction costs consist of fees paid to banks, processors and card networks, costs to acquire currencies, card supply costs and other fees related to the Company’s services. These costs are net of any rebate programs with banks, processors and networks, such as currency conversion assessment rebates and volume rebates. These costs are primarily driven by transaction size and volume.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company is exposed to potential transaction losses due to credit or debit card collections, Electronic Funds Transfer returns and card negative balances and related chargebacks, including charge-offs related to CA. These losses are included in transaction costs. The Company established an allowance for estimated losses arising from processing customer transactions, which represents an accumulation of the estimated amounts necessary to provide for transaction losses incurred as of the reporting date, including those for which the Company has not yet identified. The allowance is monitored quarterly and is updated based on actual claims data. The allowance is based on known facts and circumstances as well as internal factors. As of December 31, 2023 and 2022, the provision for transaction losses, including the allowance for CA totaled $7,418 and $6,617, respectively, and was included in other payables, with the exception of the allowance for CA which is within CA receivables, net on the consolidated balance sheets. Transaction costs also include expenses related to the outstanding balance associated with the Warehouse Facility and are considered to be related party balances as further described within Notes 11 and 22.

Other operating expenses:

Other operating expenses include compensation for the Company’s employees and contingent workforce who support customer service calls, card and account approval, banking infrastructure implementations, transactions monitoring and liquidity management as well as indirect costs incurred for fraud detection, compliance operations and maintenance costs related to the Company’s customer call center infrastructure.

Sales and marketing expenses:

Sales and marketing include business development and product launch costs, marketing and advertising costs, retention and customer support costs, partner commissions, and certain customer acquisition costs. This also includes employee compensation and related costs to support the sales and marketing process. Advertising and certain marketing costs are expensed as incurred and amounted to $23,878, $23,985 and $9,330 for the years ended December 31, 2023, 2022 and 2021, respectively.

Research and development expenses:

Research and development expenses are charged to the consolidated statements of comprehensive income (loss) as incurred and consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies.

General and administrative expenses:

General and administrative expenses consist primarily of compensation, benefits and overhead expenses associated with corporate management. This also includes, among other things, directors’ and officers’ liability insurance, director fees, internal and external accounting and legal and administrative resources, including audit and legal fees.

Stock-based compensation

Equity awards granted to employees and non-employees are accounted for using the grant date fair value method. The grant date fair value is determined as follows: for restricted stock units (“RSUs”) and stock options with an exercise price, using the Black Scholes pricing model, for stock options or RSUs with market conditions and the Employee Stock Purchase Plan (“ESPP”), using a Monte Carlo model, and for RSUs and stock options with no exercise price with service conditions, based on the grant date share price. The fair value of share-based payment transactions is recognized as expense over the requisite service period. Forfeitures are accounted for as they occur.

The Company measures the compensation cost related to options, RSUs, and ESPP rights awarded on the grant date and recognizes the cost on a straight-line basis over the requisite service period of the awards. Cost of awards with service conditions and market-based conditions for vesting are recognized using the graded vesting method. For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company measures the additional compensation cost of modified awards on the date of modification and recognizes the cost (1) on the modification date for past service periods and (2) on a straight-line basis over the future related service period.

The fair value of an equity instrument issued to a non-employee is measured as of the grant date. The fair value of the awards is recognized over the vesting period, which coincides with the period that the counter-party provides services to the Company.

The Company recognizes a tax benefit of stock-based compensation in the consolidated statements of comprehensive income (loss) if the tax benefit is realized.

The Company issues new shares for the ESPP and upon option exercise or RSU vesting.

Concentration of risks:

Credit risk concentration

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, customer funds, restricted cash, and accounts receivable. The Company’s assets are held with financial institutions throughout the world. The Company regularly reviews its relative exposure to financial and other institutions and has relationships with a globally diversified group of banks and financial institutions. A significant portion of the Company’s funds are deposited at large depository institutions and global systematically important banks. The vast majority of those cash funds exceed applicable FDIC coverage insurance limits of $250 or are held with financial institutions in countries that do not offer deposit insurance and are subject to specific institutional, regional and country risks. The Company is also exposed to transaction losses due to funds blocked with its global bank transfers processors. See also Note 16.

62% and 68% of the Company’s cash and cash equivalents and customer funds are concentrated with U.S. financial institutions as of December 31, 2023 and 2022, respectively.

Cash and cash equivalents and customer funds balances denominated in U.S. dollars represent 77% and 76% of the balance of the cash, cash equivalents and customer funds at December 31, 2023, and 2022, respectively.

Vendor concentration

The Company issues cards directly under its Mastercard license and utilizes a third-party issuing bank for issuance to customers in the United States and for its corporate purchasing card service. If the issuing bank ceases to transact with current cardholders, experiences a significant disruption that affects current cardholder transactions, or ceases to operate as an issuing bank due to circumstances outside of the Company’s control, or if Mastercard revokes the Company’s license to issue cards, the Company’s financial condition and operating results could be significantly impacted.

Marketplace and customer concentration

In 2023, revenues associated with two individual marketplaces represented 11% and 25%, respectively, of total revenue. In 2022, revenues associated with two individual marketplaces represented 13% and 23%, respectively, of total revenue. In 2021, revenues associated with a single marketplace represented 30% of total revenue. Note that in 2023, the Company updated its methodology for allocating revenues derived from usage to volumes attributable to individual marketplaces, which resulted in increased revenue allocated to certain individual marketplaces. Prior period numbers have been updated to conform to current period presentation.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

In 2023, 2022 and 2021, revenues generated from customers who reside in Greater China constituted 35%, 31% and 34%, respectively, of total revenues. This geographic concentration creates exposure to local economic and political conditions, and to economic downturns in the markets serviced by customers who reside in Greater China. Any unforeseen events or changes in regulation or legal requirements in Greater China that restrict the services the Company can provide to customers who reside in Greater China could have a material impact on the Company’s financial statements.

Geographical employee concentration

In October 2023, in response to Hamas’ attack on Israel from the Gaza Strip, Israel declared war on Hamas. Approximately 60% of the Company’s global employee base is located in Israel, including approximately 80% of its research and development resources. At this time, an insignificant amount of the Company’s Israeli workforce have been called to military reserve duty and the Company has contingencies in place to cover impacted roles and responsibilities.

aa.

Income taxes:

Income taxes are accounted for using an asset and liability approach as required under U.S. GAAP. The asset and liability approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law; the effects of future changes in tax laws or rates are not anticipated. Deferred taxes have not been provided on the amount of unremitted earnings from foreign subsidiaries retained for reinvestment in the Company. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Valuation allowances are established for deferred tax assets when the likelihood of the deferred tax assets not being realized exceeds the more likely than not criterion. Deferred tax assets and liabilities, along with any related valuation allowance, are classified as non-current assets or non-current liabilities on the balance sheets.

The Company follows the guidance on accounting for uncertainty in income taxes in accordance with U.S. GAAP. The guidance provides a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as taxes on income in the consolidated financial statements.

Income tax expense includes U.S. (federal and state) and foreign income taxes. Notwithstanding the U.S. taxation of Section 965 Transition Tax amounts in 2017 and ongoing anti-deferral taxation by the U.S. through provisions such as Subpart F income and Global Intangible Low Taxed Income (“GILTI”), the Company intends to continue to invest most or all of its earnings, as well as its capital, in its foreign subsidiaries indefinitely and does not expect to incur any significant, additional taxes related to such amounts.

bb.

Contingencies:

Loss contingencies are recognized in the consolidated financial statements when the loss is probable and can be reasonably estimated. Gain contingencies are recognized when realized. Legal costs are expensed as incurred and recorded in general and administrative expenses on the consolidated statements of comprehensive income (loss).

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

cc.

Recently issued accounting pronouncements:

Financial Accounting Standards Board (“FASB”) standards adopted during 2023

In 2020, the FASB issued amended guidance, ASU 2020-04, that provides transitional relief for the accounting impact of reference rate reform. For a limited duration, this guidance provides optional expedients and exceptions for applying GAAP to certain contract modifications, hedging relationships, and other transactions that will be impacted by a reference rate expected to be discontinued due to reference rate reform. As of July 1, 2023, the Warehouse Facility (as defined in Note 11 below) replaced LIBOR with the Daily Simple Secured Overnight Financing Rate ("SOFR") plus 0.26161% as its benchmark rate (see Note 11 for further discussion). Adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

FASB Standards issued, but not adopted as of December 31, 2023

In 2023, the FASB issued guidance, ASU 2023-07, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). It also requires entities to disclose their income tax payments (net of refunds received) to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In 2023, the FASB issued guidance, ASU 2023-09, that requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the name and title of the chief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The new standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and must be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

SIGNIFICANT ACCOUNTING POLICIES - Internal use software, Goodwill and intangible assets (Details)	Dec. 31, 2023
Internal use software
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years
Minimum \| Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	3 years
Maximum \| Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	6 years

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives


		Years
Computers, software and peripheral equipment		3-5
Furniture and office equipment		6-16
Leasehold improvements		Shorter of useful life of improvement or lease term

CAPITAL ADVANCE ("CA") RECEIVABLES - Timing of expected collections (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Financing Receivable, Past Due [Line Items]
Total	$ 50,552	$ 42,466	$ 56,101
Overdue
Financing Receivable, Past Due [Line Items]
Total	3,220	2,521
Due in less than 30 days
Financing Receivable, Past Due [Line Items]
Total	10,841	7,354
Due in 30-60 days
Financing Receivable, Past Due [Line Items]
Total	13,696	12,553
Due in 60-90 days
Financing Receivable, Past Due [Line Items]
Total	17,462	14,427
Due in more than 90 days
Financing Receivable, Past Due [Line Items]
Total	$ 5,333	$ 5,611

TRANSACTION COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
TRANSACTION COSTS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
TRANSACTION COSTS.
Bank and processor fees	$ 87,972	$ 85,015	$ 76,868
Network fees	18,212	13,617	9,162
Chargebacks and operational losses	7,273	3,837	3,917
Card costs	1,858	1,834	2,323
Capital advance costs, net of recoveries	6,679	4,526	6,363
Other	297	1,336	2,843
Total transaction costs	$ 122,291	$ 110,165	$ 101,476

DEBT

12 Months Ended

Dec. 31, 2023

DEBT

DEBT

NOTE 11 – DEBT

On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), a wholly-owned second tier subsidiary of the Company and its subsidiary (the “Borrower”) entered into a Receivables and Loan Security Agreement (the “Warehouse Facility”) with Viola Credit VI, L.P. (currently known as Viola Credit ALF II, L.P.), Viola Credit Alternative Lending FNX SPV, L.P. (the “Lenders”) and Viola Credit Alternative Lending Management 2018 L.P. (collectively, the “Parties”) for the purpose of external financing of Capital Advance activity. The Company notes that the Lenders are related parties through the Company’s Board of Directors’ chairman’s ownership interest in the Lenders. Refer to Note 22 for further information regarding related party considerations.

In accordance with the Warehouse Facility agreement, the Lenders will make available to the Company an initial committed amount of $25,000, which may be increased at the request of the Company, and with the consent of the Lenders, in $25,000 increments up to $100,000. The associated borrowings will be secured by the assets of the Borrower, which consist primarily of capital advance receivables as well as a pledge of the equity of the Borrower. The recourse under the Warehouse Facility agreement is limited to Borrower's assets, and no other Payoneer entity guarantees repayment by the Borrower. At December 31, 2023 and 2022, respectively, $32,468 and $25,906 was pledged as collateral and included within Capital advance receivables on the consolidated balance sheets.

The Warehouse Facility agreement stipulates a borrowing base calculated at an advance rate of 80% out of the eligible portfolio outstanding receivables balance.

NOTE 11 – DEBT (continued):

As of July 1, 2023, the Warehouse Facility bears interest at the sum of the Daily Simple SOFR and 0.26161% plus:

●

9.00% per annum if the commitment amount is $25,000;

●

7.75% per annum if the commitment amount is $50,000;

●

7.50% per annum if the commitment amount is $75,000;

●

7.00% per annum if the commitment amount is $100,000.

Prior to July 1, 2023, interest on the facility was calculated as the greater of 0.25% or LIBOR plus the additional percentage amounts per annum based on commitment amount noted above.

On June 8, 2022, the Warehouse Facility agreement was amended to create a condition that the total interest rate, calculated as the sum per above, shall not exceed 10.5% per annum for all outstanding balances.

The revolving period of the facility is 36 months from the closing date and the maturity date is 42 months from the date the Warehouse Facility agreement was entered into.

The Company recorded expenses included in transaction cost in the total amount of $1,781, $1,491 and $220 for the years ended at December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the outstanding associated balance was $18,411, due within 2025, with $168 of accrued expenses included in Other payables. As of December 31, 2022, the outstanding associated balance was $16,138 with $153 of accrued expenses included in Other payables.

The Warehouse Facility agreement includes certain affirmative and negative covenants that must be maintained by the Company and includes certain financial measures such as minimum tangible equity and minimum unrestricted cash at the Company level. As of December 31, 2023, the Company was in compliance with all applicable covenants.

As of December 31, 2023, the fair value of the debt approximates the book value due to the short time span between initiation and balance sheet date with the outstanding balance classified as Level 3 in the fair value leveling hierarchy as the inputs into the valuation are not observable.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
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+ Details

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation, basis of presentation and accounting principles:

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation, basis of presentation, and accounting principles:

Use of estimates in the preparation of financial statements:

Functional currency and translation:

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Fair value measurement:

Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Cash and cash equivalents and restricted cash:

Customer funds:

Accounts receivable, net:

Capital Advance (CA) receivables, net:

Capital advance (“CA”) receivables, net:

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Property, equipment and software, net:

i.Property, equipment and software, net:

The Company computes depreciation and amortization using the straight-line method over the estimated useful lives as follows:


		Years
Computers, software and peripheral equipment		3-5
Furniture and office equipment		6-16
Leasehold improvements		Shorter of useful life of improvement or lease term

Internal use software:

Business combinations and asset acquisitions:

Deferred transaction costs:

Goodwill and intangible assets:

Impairment of long-lived assets:

Leases:

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Warrant liability

Treasury stock:

The Company accounts for repurchases of shares of its common stock as of the trade date, and includes in treasury stock the repurchase price plus any costs associated with the transaction.

Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

Revenue recognition:

The majority of the Company’s revenue is recognized and collected upon the completion of the underlying transaction.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Card and Customer Account revenue:

Capital Advance fees:

Global Bank Transfer Revenue:

Interest earned on customer funds balances

As discussed in Note 2f, the Company holds customer funds in both interest and non-interest bearing accounts. Interest earned on these balances is recognized as revenue.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Customer acquisition costs

The Company offers various programs to acquire customers. In certain customer acquisition arrangements with existing customers, the payments to the customer are recorded as a reduction of revenue.

Segments:

Transaction costs:

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Other operating expenses:

Sales and marketing expenses:

Research and development expenses:

General and administrative expenses:

Stock-based compensation

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company recognizes a tax benefit of stock-based compensation in the consolidated statements of comprehensive income (loss) if the tax benefit is realized.

The Company issues new shares for the ESPP and upon option exercise or RSU vesting.

Concentration of risks:

Credit risk concentration

62% and 68% of the Company’s cash and cash equivalents and customer funds are concentrated with U.S. financial institutions as of December 31, 2023 and 2022, respectively.

Vendor concentration

Marketplace and customer concentration

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Geographical employee concentration

Income taxes:

aa.

Income taxes:

Contingencies:

bb.

Contingencies:

Recently issued accounting pronouncements:

cc.

Recently issued accounting pronouncements:

Financial Accounting Standards Board (“FASB”) standards adopted during 2023

FASB Standards issued, but not adopted as of December 31, 2023