# Payoneer Global Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Payoneer Global Inc.](/companies/payo.md) (CIK 1845815)
- Form: 10-Q
- Filed: 2025-05-07
- Accepted by EDGAR: May 7, 2025, 16:05 ET
- Period: 2025-03-31
- Accession: 0001558370-25-006729
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1845815/000155837025006729/payo-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1845815/000155837025006729/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $186.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $37.3m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $29.3m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $7.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $20.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.05 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.06 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 382,215,129 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $53.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $4.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $17.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $524.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $6.71bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $7.55bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $6.73bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $6.80bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $750.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 30,732 characters.

*Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Global Inc.*

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note on Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.*

### Overview

Payoneer is a financial technology company purpose-built to enable the world’s small and medium-sized businesses (“SMB(s)”) to grow and operate their businesses around the world by reliably and securely connecting them to the global digital economy. Payoneer’s financial stack makes it easier for millions of SMBs and entrepreneurs, particularly in emerging markets, to access global demand and supply, pay and get paid, and manage their cross border and other needs from a single platform. Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multicurrency account capabilities, and includes services such as working capital and funds management. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers. With a multi-currency Payoneer Account, businesses and entrepreneurs around the world can serve and transact with their overseas customers, suppliers, vendors, contractors, and partners as if they were local.

We primarily generate revenues when Payoneer customers use the funds in their Payoneer account to make a payment, make a purchase or to withdraw the funds to a financial institution. For our customers transacting on a B2B or DTC basis, we also in certain circumstances generate revenue when they receive funds, such as when they invoice a customer or collect payments via their webstore. Additionally, given the significant customer funds held on our platform and ongoing growth in those balances, and in light of the high interest rate environment in the U.S. and elsewhere, interest earned on customer funds held on our platform has been a significant source of revenue. Our long-term strategy is centered on growing with customers on our platform who fit our ideal customer profile, namely – those who are customers that have on average over $500 a month in volume and were active over the trailing twelve-month period, and on increasing the revenue we earn from each customer. We believe that successful execution of this strategy will drive revenue growth as (i) adding new customers who meet our ideal customer profile, improving retention, and increasing our product offerings to capture more wallet share will drive greater ad valorem volume of transactions processed through the Payoneer platform; and (ii) introducing new products and services and increasing customer adoption of additional products and services will improve our monetization of customers over time. Volume is one of the primary drivers for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information.

Our customers have trusted the Payoneer platform to process $19.7 billion and $18.5 billion in volume during the three months ended March 31, 2025 and 2024, respectively.

Looking forward, we intend to continue to invest actively to enhance our global platform, deliver new products, extend our regulatory footprint, further automate our operations, increase new customer growth and make acquisitions to accelerate our ability to deliver more value to customers around the world.

### Key Developments and Trends

#### Macroeconomic Conditions

We are focused on executing our strategy for growth and capturing the long-term opportunity of serving cross-border SMBs from around the world. However, macroeconomic conditions, including geopolitical and other global events that impact consumer and business spending and behavior, such as, but not limited to, the interest rate environment, inflation, changes in global trade policies (including the imposition of tariffs), local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and Israel’s ongoing conflicts in the Middle East, and disruptions and instability and regulatory changes in the banking sector may impact our customers, providers, banking partners and relationships and ultimately the amount of volume processed on our platform which may affect our results of operations. For example, the recent imposition of significant trade policy measures and tariffs by the U.S. government, including but not limited to tariffs on China, has introduced increased uncertainty and potential risks and opportunities for both our customers and our business. The long-term effects of these and any future trade actions on the global economy and our business remain uncertain. These developments could have a material adverse impact on our financial results in any given reporting period. We continue to monitor evolving trade policies and will evaluate potential impacts on our financial statements as more information becomes available.

As we increase the utility of the Payoneer Account, we have grown customer funds on our platform over a multi-year period to $6.6 billion as of March 31, 2025. During 2023, the U.S. Federal Reserve raised the target benchmark interest rate by 525 basis points to a high of 525 to 550 basis points by August 2023. Coupled with continued growth in customer balances, this drove a significant increase in the interest income revenue we earn on our customer funds. During 2024, the U.S. Federal Reserve cut the benchmark interest rate by 100 basis points to a target range of 425 to 450 basis points. As of the date of this Quarterly Report on Form 10-Q, there has been no change to the U.S. benchmark rates in the current year. While there remains uncertainty as to the timing and magnitude of future interest rate changes, we expect to see a negative impact on our revenue from declining interest rates over the medium-term. In response, we have invested a total of $1.8 billion of our customer funds in both available-for-sale debt securities and term deposits to reduce our sensitivity to declines in short term interest rates, and have purchased interest rate derivative contracts with respect to $1.9 billion in customer funds to provide a floor against the impact of interest rate declines below levels defined in the relevant interest rate derivative instruments.

#### Impact of Israel’s Conflicts in the Middle East

Since October 7, 2023, Israel has been at war with Hamas and Hezbollah, and exchanged attacks with Iran and other proxies of the Iranian regime. Despite the ongoing war, we have continued to operate our business and serve our customers around the world and, to date, our ability to support customers has not been materially impacted. We are monitoring the situation closely and benefit from our broad geographic footprint, partially outsourced operations model, and a robust business continuity plan. Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 54% of our global employee base is located in Israel, including approximately 79% of our research and development resources. At this time, an insignificant portion of our Israeli workforce have been called to military reserve duty and we have contingencies in place to cover impacted roles and responsibilities.

The evolving conflict is likely to continue to impact economic activity in the region and could impact revenues from customers located in Israel. Our revenue derived from customers based in Israel was insignificant for the three months ended March 31, 2025 and is included within revenues from Europe, Middle East, and Africa within Note 16 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

The state of the ongoing conflict remains highly uncertain and could worsen or expand which could, in turn, further impact economic conditions in Israel and in the broader region. At this time, it is difficult to assess the impact the war may have on our future results of operations. Any further escalation, expansion, or prolonged continuation of the ongoing conflict has the potential to impact our operations as well as to negatively impact the broader global economy and may have a material adverse effect on our results of operations.

#### Impact of the war in Ukraine

During 2022, a geopolitical and armed conflict between Ukraine and Russia, which developed into an ongoing war, resulted in economic sanctions on Russia, Belarus, and certain territories in Ukraine. We provide services to customers in Ukraine and in jurisdictions that are or may be impacted by these economic sanctions. We have developed and implemented a robust transaction monitoring program designed to comply with imposed sanctions and to monitor the impact the conflict may have on our results of operations. During 2022, we ceased to provide services to customers in Russia and have limited our payment services to Belarus customers. Our revenues in Ukraine have remained relatively stable. For the three months ended March 31, 2025, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue. Further escalation of the conflict may have a material effect on our results of operations.

#### Mergers & Acquisitions

On April 9, 2025, Payoneer acquired 100% of the outstanding equity of Payeco Finance Information Holding Corporation, the parent company of EasyLink Payment Co., Ltd., a licensed China based payment service provider. The acquisition strengthens Payoneer’s global regulatory infrastructure and positions it to better serve China-based customers with enhanced and localized products and services. Refer to Note 23 above for further information on the acquisition.

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”), a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate internationally.

### Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods in our condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related Notes included within this Quarterly Report on Form 10-Q.

*(in thousands except percentages)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ | ​ ​ ​ ​ Increase/ ​ (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Revenues | ​ | $246,617 | ​ | $228,183 |  | 8% |
| Transaction costs | ​ | 39,349 | ​ | 33,966 |  | 16% |
| Other operating expenses | ​ | 41,658 | ​ | 40,283 |  | 3% |
| Research and development expenses | ​ | 37,271 | ​ | 32,051 |  | 16% |
| Sales and marketing expenses | ​ | 54,726 | ​ | 49,890 |  | 10% |
| General and administrative expenses | ​ | 29,904 | ​ | 24,209 |  | 24% |
| Depreciation and amortization | ​ | 14,390 | ​ | 9,408 |  | 53% |
| Total operating expenses | ​ | ​ 217,298 | ​ | ​ 189,807 | ​ | 14% |
| Operating income | ​ | ​ 29,319 | ​ | ​ 38,376 | ​ | (24)% |
| Financial income (expense): | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Gain from change in fair value of Warrants | ​ | ​ — | ​ | ​ 1,761 | ​ | \*\*% |
| Other financial income (expense), net | ​ | ​ (1,550) | ​ | ​ 2,747 | ​ | \*\*% |
| Financial income (expense), net | ​ | (1,550) | ​ | 4,508 |  | \*\*% |
| Income before income taxes | ​ | ​ 27,769 | ​ | ​ 42,884 | ​ | (35)% |
| Income taxes | ​ | ​ 7,192 | ​ | ​ 13,910 | ​ | (48)% |
| Net income | ​ | $20,577 | ​ | $28,974 |  | (29)% |

#### \*\*not meaningful

#### Revenues

Revenues were $246.6 million for the three months ended March 31, 2025, an increase of $18.4 million, or 8%, compared to the prior-year period. This increase in revenue was comprised of an increase in SMB revenue, including $14.1 million from B2B SMBs, $7.9 million from SMBs that sell on marketplaces, and $3.5 million from SMBs selling DTC. This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, and ongoing growth in high take rate regions. This increase in revenues was partially offset by a decrease of $7.3 million in interest income earned on customer balances resulting from modestly lower interest rates despite an increase in customer balances held on our platform compared to the prior year period.

#### Transaction costs

Transaction costs were $39.3 million for the three months ended March 31, 2025, an increase of $5.4 million, or 16%, compared to the prior-year period, driven by an increase of $4.3 million in bank and processor fees and $1.4 million in card network fees. The increase in transaction costs outpaced the increase in total volume due to shift toward products with a higher cost per transaction.

#### Other operating expenses

Other operating expenses were $41.7 million for the three months ended March 31, 2025, an increase of $1.4 million, or 3%, compared to the prior-year period, driven by an increase of $1.1 million in information technology expenses.

#### Research and development expenses

Research and development expenses were $37.3 million for the three months ended March 31, 2025, an increase of $5.2 million, or 16%, compared to the prior-year period, driven by an increase of $3.8 million in employee compensation, benefits and other employee-related expenses, which were impacted by our acquisition of Skuad and also included certain restructuring charges, as well as an increase of $1.1 million in third-party contractor and consulting expenses.

#### Sales and marketing expenses

Sales and marketing expenses were $54.7 million for the three months ended March 31, 2025, an increase of $4.8 million, or 10%, compared to the prior-year period, driven by an increase of $2.5 million in employee compensation, benefits and other employee-related expenses in line with an increase in employee headcount and an increase of $2.2 million in expenditures on certain direct marketing efforts.

#### General and administrative expenses

General and administrative expenses were $29.9 million for the three months ended March 31, 2025, an increase of $5.7 million, or 24%, compared to the prior-year period, driven by an increase of $5.1 million in employee compensation, benefits and other employee-related expenses primarily due to an increase in employee headcount and an increase of $1.2 million in consulting expenses, partially offset by a decrease of $1.8 million in M&A related expenses.

#### Depreciation and amortization expenses

Depreciation and amortization expenses were $14.4 million for the three months ended March 31, 2025, an increase of $5.0 million, or 53%, compared to the prior-year period, mainly driven by an increase in amortization of internal use of software.

#### Financial income and expense, net

Financial expense, net was $1.6 million for the three months ended March 31, 2025, a change of $6.1 million, or 134%, compared to the prior-year period, primarily driven by a $4.0 million reduction in corporate interest income as a result of lower average invested balances and lower interest rates, as well as a $1.8 million gain from the change in fair value of the warrant liability in the prior year period which did not recur.

#### Income taxes

Income tax expense was $7.2 million for the three months ended March 31, 2025, a decrease of $6.7 million, or 48%, compared to the three months ended March 31, 2024. This decrease was primarily driven by a decrease of $5.8 million in our U.S. federal current income tax expense as compared to the prior year period, which is due to a significant benefit under U.S. tax law for income earned from foreign customers.

An increasing number of jurisdictions have enacted, or are planning to enact, tax legislation consistent with the Organization for Economic Co-operation and Development’s (“OECD”) proposal for a global minimum tax of 15% on reported profits (Pillar Two of the OECD Model Rules). While Pillar Two legislation is generally effective for tax years beginning on or after January 1, 2024, it applies to Payoneer beginning January 1, 2025 with respect to those jurisdictions in which we operate that have enacted such legislation. Based on the Company’s analysis, there was not a material impact on the Company’s income tax provision for the period ended March 31, 2025. The Company will continue to monitor the impacts of evolving legislation on our effective tax rate and cash tax payments.

### Liquidity and Capital Resources

The following discussion of our liquidity and capital resources is based on the financial information derived from our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital, share repurchase, capital advance, and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the ongoing expansion needs of sales and marketing activities. We have in the past and may in the future enter into agreements with third parties with respect to investments in, or acquisitions of, businesses or technologies, which could also require us to seek additional equity or debt financing.

### Sources of Liquidity

As of March 31, 2025, we had $524.2 million of cash and cash equivalents.

#### Current and Future Cash Requirements

On May 7, 2023, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $80.0 million of our common stock, including any applicable excise tax. On December 7, 2023, the Board of Directors authorized an amendment to the program to increase the authorized amount of repurchases to an aggregate amount not to exceed $250.0 million, 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, and any applicable excise tax. The amended authorization expires on December 31, 2025.

During the three months ended March 31, 2025, we repurchased 1,880,309 shares of our common stock for $17.0 million. As of March 31, 2025, a total of $86.8 million remained available for future repurchases of our common stock under the program.

### Cash Flows

The following table presents a summary of cash flows from operating, investing, and financing activities for the following comparative periods.

*(in thousands)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: |
| Net cash provided by operating activities | ​ | $53,716 | ​ | $39,510 |
| Net cash used in investing activities | ​ | (47,986) | ​ | (114,147) |
| Net cash used in financing activities | ​ | (402,446) | ​ | (521,113) |
| Effect of exchange rate changes on cash and cash equivalents | ​ | 1,878 | ​ | (1,541) |
| Change in cash, cash equivalents, restricted cash and customer funds | ​ | $(394,838) | ​ | $(597,291) |

#### Operating Activities

Net cash provided by operating activities was $53.7 million for the three months ended March 31, 2025, an increase of $14.2 million compared to $39.5 million for the three months ended March 31, 2024.

#### Impact of net income - $8.4 million year over year decrease to operating cash flows

The overall increase in operating cash flows was offset by a decrease in net income of $8.4 million in the three months ended March 31, 2025 compared to the prior year period, which was primarily a result of $27.5 million of growth in operating expenses which outpaced $18.4 million of growth in revenue, as discussed in the Results of Operations section above.

#### Impact of non-cash items - $4.1 million year over year increase to operating cash flows

Current year period operating cash flows include, higher non-cash addbacks to net income to arrive at operating cash flows compared to prior year, consisting primarily of a $5.0 million increase in depreciation and amortization expense and a $3.7 million increase in stock-based compensation expense.

The overall increase to operating cash flows from non-cash items was partially offset by higher non-cash reductions to net income compared to prior years, consisting primarily of a decrease of $3.4 million in the amount of the addback due to the effect of exchange rate changes on cash and cash equivalents and a $2.1 million increase in interest not paid in cash and amortization of discount on investments in debt securities.

#### Impact of changes in operating assets and liabilities - $18.5 million year over year increase to operating cash flows

During the three months ended March 31, 2025, cash flows related to Capital advance receivables increased $17.8 million compared to the prior year period, driven by higher originations in late 2024 compared to 2023 which were collected in the current year period.

Cash flows from Other current assets increased $16.2 million relative to the prior year period, driven by a one-time cash tax refund and timing of payments relative to period cutoff.

These increases were partially offset by cash flows from Other assets, which decreased $5.1 million compared to the prior year, primarily due to interest receivable from certificates of deposits that was not accrued in the prior period. Additionally, cash flows related to Other payables and trade payables decreased $4.6 million and $4.3 million, respectively, in each case compared to the prior year period, due to changes in timing of payments relative to period cut-off.

#### Investing Activities

Net cash used in investing activities was $48.0 million for the three months ended March 31, 2025, a decrease of $66.2 million compared to net cash used in investing activities of $114.1 million for the three months ended March 31, 2024.

This change was predominantly related to lower purchases and higher maturities of investments in available-for-sale debt securities, resulting in $91.2 million less cash used in financing activities in the current year period compared to prior year. This was partially offset by additional customer funds in-transit balances of $19.9 million.

#### Financing Activities

Net cash used in financing activities was $402.4 million for the three months ended March 31, 2025, a decrease of $118.7 million compared to net cash used in financing activities of $521.1 million for the three months ended March 31, 2024. Current period cash used in financing activities reflects the $385.8 million decline in customer balances since the beginning of the period which was $83.8 million lower than the $469.6 million decline in the prior year period. Additionally share repurchases were $33.2 million lower than in the prior year period.

### Key Metrics and Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. However, certain of these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:

#### Volume

Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is one of the primary drivers for our revenue growth.

*(in millions)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: |
| Volume | ​ | $19,676 | ​ | $18,455 |

Volume grew 7% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven by a combination of continued strong growth in volume from B2B SMBs, as well as growth in volumes from SMBs selling on marketplaces, and in volumes processed for enterprise partners, including in the travel segment.

#### Revenue

We generate revenues mainly from transaction fees, which vary based on the type of service the customer utilizes. Transaction fee revenue principally consists of fees for withdrawals and usage. We also earn revenues in certain instances from volumes coming into the platform related to our B2B services and through our Checkout offering. We generate significant revenues from interest earned on customer funds held on our platform. In addition, we generate revenue from non-volume-based products and services which are based on a fixed fee. We believe that Revenue demonstrates our ability to monetize volume activity on our platform. Our revenues can be impacted by the following:

(i) Mix in customer size, products, and services;

(ii) Mix between domestic and cross-border transactions;

(iii) Geographic region or country in which a transaction occurs; and

(iv) Pricing and other market conditions including interest rates.

Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters into the platform, expanding our overall scale and the reach of our business.

#### Adjusted EBITDA

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

#### Adjusted EBITDA

*(in thousands)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: |
| **Net income** | **​** | **$20,577** | **​** | **$28,974** |
| Depreciation and amortization | ​ | 14,390 | ​ | 9,408 |
| Income taxes | ​ | 7,192 | ​ | 13,910 |
| Other financial expense (income), net | ​ | 1,550 | ​ | (2,747) |
| **EBITDA** | **​** | **43,709** | **​** | **49,545** |
| Stock based compensation expenses(1) | ​ | 18,755 | ​ | 15,077 |
| M&A related expenses(2) | ​ | 337 | ​ | 2,375 |
| Gain from change in fair value of Warrants(3) | ​ | — | ​ | (1,761) |
| Restructuring charges(4) | ​ | ​ 2,630 | ​ | ​ — |
| **Adjusted EBITDA** | **​** | **$65,431** | **​** | **$65,236** |

(1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

(2) Amounts relate to M&A-related third-party fees, including related legal, consulting and other expenditures. Additionally, amounts for the three months ended March 31, 2025 include $0.3 million in non-recurring fair value adjustment of the Skuad contingent consideration liability discussed in Note 3 to our condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

(3) Changes in the estimated fair value of the warrants are recognized as gain or loss on the condensed consolidated statements of comprehensive income. The impact is removed from EBITDA as it represents market conditions that are not in our control.

(4) Represents non-recurring costs related to severance and other employee termination benefits.

### Critical Accounting Policies and Estimates

For more information, see “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed with the SEC on February 27, 2025.

### Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, result of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q.

## Market risk

As filed, 2,992 characters.

We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

### Interest Rate Sensitivity

The majority of our cash and cash equivalents and assets underlying customer funds were held in cash deposits and money market funds as of March 31, 2025, the fair value of which would not be materially affected by either an increase or decrease in interest rates, due mainly to the relatively short-term nature of these instruments. The fair value of our investments in term deposits and U.S. Treasury Securities, amounting to $1.8 billion, would be affected by changes in interest rates, and such changes could be material.

The Company has entered into interest rate floor contracts with respect to $1.9 billion in customer funds to limit the potential risk declining interest rates would have on our revenues from interest income, though as of the periods ended March 31, 2025 and 2024, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.

### Foreign Currency Risk

While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies of the countries in which our operations are located, including operating expenses denominated in New Israeli Shekels. To reduce that risk, we invest in foreign currency forward contracts and net purchased options, which are accounted for as cash flow hedges.

A hypothetical 10% strengthening or weakening of the U.S. dollar against the New Israeli Shekel would have had a material impact on unrealized gains (losses) recognized in AOCI at March 31, 2025.

Our foreign currency exposure also includes currencies in which our customer funds are held, or in which they are withdrawn or utilized, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Turkish Lira, New Zealand Dollar, Swiss Franc, and Polish Zloty. As of the three months ended March 31, 2025 and 2024, respectively, a hypothetical 10% increase or decrease in current exchange rates could have a material impact on our financial results.

In addition, some of our services include the opportunity for Payoneer to generate revenues from foreign exchange transactions as part of the payment delivery process. Our ability to generate such revenues is partially dependent on external factors such as market conditions, applicable regulations and our ability to negotiate with third-party financial institutions. The impact of these efforts to optimize foreign exchange can be material to revenues and earnings.

## Controls and procedures

As filed, 1,489 characters.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 329 characters.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on February 27, 2025. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Filed May 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-006729. Last ingested by Listed: Nov 5, 2026, 16:50 ET. No prices; not investment advice.