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What changed in Payoneer Global Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Payoneer Global Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+432 added−424 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in Payoneer Global Inc.'s 2024 10-K

432 paragraphs added · 424 removed · 345 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

72 edited+10 added−14 removed44 unchanged
Biggest changeVolume was $66.0 billion and $59.7 billion and revenue was $831.1 million and $627.6 million for the years ended December 31, 2023 and 2022, respectively. Capturing Opportunity From Strong Global Secular Trends Payoneer is focused on capturing the opportunity from several powerful secular trends that can benefit SMBs who do business across borders and the service providers supporting them.
Biggest changeCapturing Opportunity From Strong Global Secular Trends Payoneer is focused on capturing the opportunity from several powerful secular trends, which we believe continue to create opportunity, and that benefit SMBs who do business across borders and the service providers supporting them, even in the face of potential disruption from global trade regulation and other factors.
We are regulated as a non-bank financial institution in key markets around the world, namely the United States, Europe, United Kingdom, Hong Kong, Japan, Singapore, and Australia, via local subsidiaries.
We are regulated as a non-bank financial institution in key markets around the world, namely the United States, Europe, the United Kingdom, Hong Kong, Japan, Singapore, and Australia, via local subsidiaries.
Payoneer is a market leader and enables SMBs from around the world to access the aggregated consumer demand on these marketplaces and get paid as if they were local to the end consumers they are selling to. ​ B2B SMBs Payoneer also serves SMBs looking to pay and get paid directly by other businesses.
Payoneer is a market leader and enables SMBs from around the world to access the aggregated consumer demand on these marketplaces and get paid as if they were local to the end consumers they are selling to. ​ B2B SMBs Payoneer also serves SMBs looking to pay, and get paid directly by, other businesses ("B2B SMBs").
There are many types of payment providers that offer global payment services including global treasury banks that serve large corporate accounts; small local and regional banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group, or Wise; global card networks; Neobanks; SMB-focused B2B payment providers like Bill.com; mass payout service providers that specialize at providing services to enterprises and marketplaces, SMB AP/AR SaaS providers; merchant service providers that sell services to marketplaces like Adyen, Braintree and Stripe; and local companies that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally.
There are many types of payment providers that offer global payment services including global treasury banks that serve large corporate accounts; small local and regional banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group, Airwallex, or Wise; global card networks; Neobanks; SMB-focused B2B payment providers like Bill.com; mass payout service providers that specialize at providing services to enterprises and marketplaces; SMB AP/AR SaaS providers; merchant service providers like Adyen, Braintree and Stripe; and local companies that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally.
With a multi-currency Payoneer Account, businesses around the world can serve and transact with their overseas customers, suppliers, vendors, and partners as if they were local. The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one-stop, global, multi-currency account to serve their comprehensive AR and AP needs.
With a multi-currency Payoneer Account, businesses around the world can serve and transact with their global customers, suppliers, vendors, and partners as if they were local. The Payoneer financial stack is comprised of a secure, regulated payment infrastructure platform that provides customers with a one-stop, global, multi-currency account to serve their comprehensive AR and AP needs.
These laws and their implementing regulations generally restrict certain collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to 10 Table of Contents prevent use and disclosure of protected information.
These laws and their implementing regulations generally restrict certain collection, processing, storage, use and 10 Table of Contents disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of personal information.
There are few solutions available to SMBs that provide a comprehensive global solution. We believe this presents a significant competitive advantage for Payoneer as we have built robust compliance infrastructure, grounded in a ‘compliance first’ approach, and have nearly two decades of experience navigating the challenges associated with cross-border payments, particularly into emerging markets.
There are few options available to SMBs that provide a comprehensive global solution. We believe this presents a significant competitive advantage for Payoneer as we have built robust compliance infrastructure, grounded in a “compliance first” approach, and have nearly two decades of experience navigating the challenges associated with cross-border payments, particularly into emerging markets.
Businesses are also increasingly diversifying and globalizing their supply chains to access high-quality, lower-cost products and materials, and to strengthen their business resiliency. Global Regulatory and Compliance Requirements are Constantly Evolving The provision of cross-border payment services is complex and highly regulated, and ongoing changes in the regulatory landscape means scale, expertise, and technology enabled processes are critical to success.
Businesses are also increasingly diversifying and globalizing their supply chains to access high-quality, lower-cost products and materials, and to strengthen their business resiliency. Global Regulatory and Compliance Requirements are Constantly Evolving The provision of cross-border payment services is complex and highly regulated, and ongoing changes in the regulatory landscape mean scale, expertise, and technology enabled processes are critical to success.
As such, we are subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing payment services (including payment processing and settlement services), stored value, cross-border and domestic money transmission, factoring, foreign exchange, banking secrecy, anti-money laundering, and counter-terrorist financing.
As such, we are subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing payment services (including payment processing and settlement services), stored value, cross-border and domestic money transmission, factoring, foreign exchange, anti-money laundering, and counter-terrorist financing.
Compliance with KYC Requirements. The licensed entities of Payoneer are subject to regulations related to customer identification in the jurisdictions in which they onboard customers. We are committed to preventing the use of our financial products by persons who seek to launder the proceeds of criminal activity, finance terrorism, or conduct other criminal acts.
Compliance with KYC Requirements The licensed entities of Payoneer are subject to regulations related to customer identification and verification in the jurisdictions in which they onboard customers. We are committed to preventing the use of our financial products by persons who seek to launder the proceeds of criminal activity, finance terrorism, or conduct other criminal acts.
The data privacy and protection laws and regulations to which our business is subject may apply to personal information and data concerning our customers, employees or other third parties who interact with us, and include the California Consumer Privacy Act of 2018 (as amended, including by the California Privacy Rights Act of 2020 and the California Consumer Privacy Act Regulations), the Personal Information Protection and Electronic Documents Act, the CAN-SPAM Act, Canada Anti-Spam Law, the Telephone Consumer Protection Act, Section 5(c) of the Federal Trade Commission Act, the European Union’s General Data Protection Regulation (GDPR), and other laws, enactments, regulations or orders transposing, implementing, adopting, supplementing or derogating from, the GDPR in each European Economic Area Member State, including the Irish Data Protection Act 2018, the UK retained EU law version of GDPR as defined in the Data Protection Act 2018, and as amended from time to time (UK GDPR), the European e-Privacy Directive currently implemented through national European laws, the Data Security Law of the People's Republic of China, the Personal Information Protection Law of the People's Republic of China, Brazil’s Lei Geral de Proteção de Dados Pessoais (LGPD), the Australian Privacy Act of 1988, Singapore Personal Data Protection Act 2012, Hong Kong Personal Data (Privacy) Ordinance, Japan’s Act on the Protection of Personal Information, and other data protection or privacy legislation in force from time to time.
The data privacy and protection laws and regulations to which our business is subject may apply to personal information and data concerning our customers, employees or other third parties who interact with us, and include the California Privacy Rights Act of 2020, the Personal Information Protection and Electronic Documents Act, the CAN-SPAM Act, Canada Anti-Spam Law, the Telephone Consumer Protection Act, Section 5(c) of the Federal Trade Commission Act, the European Union’s General Data Protection Regulation (“GDPR”), and other laws, enactments, regulations or orders transposing, implementing, adopting, supplementing or derogating from, the GDPR in each EEA member state, including the Irish Data Protection Act 2018, the UK retained EU law version of GDPR as defined in the Data Protection Act 2018, and as amended from time to time (UK GDPR), the European e-Privacy Directive currently implemented through national European laws, the Data Security Law of the People's Republic of China, the Personal Information Protection Law of the People's Republic of China, Brazil’s Lei Geral de Proteção de Dados Pessoais (LGPD), the Australian Privacy Act of 1988, Singapore Personal Data Protection Act 2012, Hong Kong Personal Data (Privacy) Ordinance, Japan’s Act on the Protection of Personal Information, and other data protection or privacy legislation in force from time to time.
Payoneer’s KYC program includes: (i) policies and procedures for collecting and verifying information on the identity of customers; (ii) policies and procedures for gathering further information about customers to gain a better understanding of the relationship and anticipated transaction activity, including a periodic review of the customer’s account information; and (iii) policies and procedures for monitoring customer activity throughout the lifecycle of the relationship.
Payoneer’s KYC program includes: (i) policies and procedures for collecting and verifying information on the identity of customers and their businesses; (ii) policies and procedures for gathering further information about customers to gain a better understanding of the relationship and anticipated transaction activity, including a periodic review of the customer’s account information; and (iii) policies and procedures for monitoring customer activity throughout the lifecycle of the relationship.
Payoneer’s global platform is built with a focus on security, stability and redundancy. The Company leverages nearly 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries.
Payoneer’s global platform is built with a focus on security, stability and redundancy. The Company leverages close to 100 banking and payment service providers globally to support transactions in over 7,000 trade corridors and enable same-day and real-time settlement in over 150 countries.
We intend to drive continued growth by focusing on a few key areas: Add Customers Who Fit Our Ideal Customer Profile Payoneer has approximately 2 million active customers who have a Payoneer Account and were active over the trailing twelve month period.
We intend to drive continued growth by focusing on a few key areas: Adding Customers Who Fit Our Ideal Customer Profile Payoneer has approximately 2 million active customers who have a Payoneer Account and were active over the trailing twelve month period.
The power of the Payoneer platform comes from the following pillars: Modern Technology and Robust Infrastructure Payoneer delivers technology-based services to our customers through a proprietary modern technology infrastructure that includes robust and secure application programming interfaces (“APIs”) as well as web and mobile applications.
The power of the Payoneer platform comes from the following pillars: Technology and Infrastructure Payoneer delivers technology-based services to our customers through a proprietary technology infrastructure that includes secure application programming interfaces (“APIs”) as well as web and mobile applications.
Payoneer was founded in 2005 and in the 19 years since the Company’s founding, we have built a global financial stack that makes it easier for millions of SMBs, 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.
Payoneer was founded in 2005 and in the 20 years since the Company’s founding, we have built a global financial stack that 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.
These licenses support the full range of Payoneer Account and Mass Payout payment services and among other obligations, subject us to reporting requirements, bonding requirements, certain limitations on the investment of customer funds and inspection by state regulatory agencies. Outside of the U.S., we provide our services to customers through various non-U.S. regulated subsidiaries.
These licenses support the full range of Payoneer Account and payment services and among other obligations, subject us to reporting requirements, bonding requirements, certain limitations on the investment of customer funds and inspection by state regulatory agencies. Outside of the U.S., we provide our payment services to customers through various regulated subsidiaries.
Payoneer’s Financial Stack Our Payoneer Account is purpose-built for SMBs doing business cross-border and we are able to support a wide range of customers and deliver a growing product and feature set to meet their needs. Core Offering: The Payoneer Account The Payoneer Account enables SMBs to receive, manage, and make payments in multiple currencies.
Payoneer’s Financial Stack Payoneer is purpose-built for SMBs doing business cross-border and we are able to support a wide range of customers and deliver a growing product and feature set to meet their needs. The Payoneer Account The Payoneer Account enables SMBs to receive, manage, and make payments in multiple currencies.
This is creating a need for new payment and commerce-enabling solutions to support these businesses. At the same time, businesses serving overseas customers must deal with complex local requirements in each of the markets in which they do business, often need to manage multiple banking relationships globally and face inefficiency and high transactional costs.
This is creating a need for new payment and commerce-enabling solutions to support these businesses. At the same time, businesses serving global customers must deal with complex local requirements in each of the markets in which they do business, often need to manage multiple banking relationships globally and face inefficiency and high transactional cost.
Activity that is outside the norm or inconsistent with an institution’s understanding may be suspicious and require reporting to the appropriate authorities.
Activity that is outside the norm or inconsistent with an institution’s understanding may be suspicious and require reporting to the appropriate authorities, as necessary.
Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, and contractors capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors from different countries in different currencies.
Customers include goods exporters selling cross-border to consumers and other businesses, services companies exporting their capabilities to international clients, independent professionals, creators, contractors, and business owners capitalizing on the digitization of the workplace and remote work, vacation rental hosts, and businesses working with suppliers and vendors in different countries.
To effectively serve this global customer base, we have regional sales and support hubs, including in the U.S., Israel, Hong Kong, Philippines, Korea, Romania, Guatemala, Poland, India, and China. These teams provide around the clock customer care in dozens of languages across multiple channels (mobile, online, chat, email, phone and social media).
To effectively serve this global customer base, we have regional sales and customer support hubs, including in the U.S., Israel, Hong Kong, Philippines, Korea, Romania, Guatemala, Poland, India, and China. These teams provide around the clock customer care in a wide range of languages across multiple channels, including mobile, online chat, email, phone and via social media.
Our Growth Strategy Payoneer is solving key customer needs through our differentiated product offering and platform, and we are well positioned to capture significant growth opportunities from long-term secular trends.
Our Growth Strategy Payoneer is solving key customer needs through our differentiated product offering and financial stack strategy and we believe we are well positioned to capture significant growth opportunities from long-term secular trends.
Customers are onboarded to and receive terms and conditions from one or more of the regulated entities in our group, depending on the customer’s country of residence and the products provided.
Customers receiving regulated financial services are onboarded to and receive terms and conditions from one or more of the regulated entities in our group, depending on the customer’s country of residence or incorporation and the products provided.
Each of our regulated entities is obligated to implement compliance programs, protect customer funds and meet other regulatory obligations under the supervision and oversight of the local regulators. 6 Table of Contents Sophisticated Global Banking and Treasury Infrastructure Payoneer has invested significantly in building a resilient, global proprietary payment infrastructure.
Each of our regulated entities is obligated to implement compliance programs, protect customer funds and meet other regulatory obligations under the supervision and oversight of the local regulators. Global Banking and Treasury Infrastructure Payoneer has invested significantly in building a resilient, global payment infrastructure and treasury management capabilities.
Payoneer is licensed in multiple jurisdictions and, via its licensed entities, serves customers in over 190 countries and territories worldwide. In the U.S., Payoneer Inc. is a Money Service Business registered with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).
Payoneer is licensed in multiple jurisdictions and, via its licensed entities, provides payment services to customers in over 190 countries and territories worldwide. In the U.S., Payoneer Inc. is a Money Services Business registered with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).
Payoneer Singapore Pte Limited is licensed by the Monetary Authority of Singapore as a Major Payment Institution. Payoneer Australia Pty Limited is licensed by the Australian Securities and Investment Commission to deal in non-cash payment products. We also have regulatory authorizations in India, where we act as an Online Payment Gateway Service Provider, approved by the Reserve Bank of India.
Payoneer Australia Pty Limited is licensed by the Australian Securities and Investment Commission to deal in non-cash payment products. We also have a regulatory authorization in India, where we act as an Online Payment Gateway Service Provider, approved by the Reserve Bank of India.
For example, in Europe we are licensed in Ireland by the Central Bank of Ireland (authorized pursuant to EU passporting rules to provide payment services under its license in all countries in the European Economic Area).
For example, in Europe we are licensed in Ireland by the Central Bank of Ireland (authorized pursuant to the European Union (“EU”) passporting rules to provide payment services under its license in all countries in the EEA).
These laws also impose requirements for the safeguarding and proper destruction of personal information and may impose obligations to provide notification of security breaches affecting personal information.
These laws may also impose requirements for the safeguarding and proper destruction of personal information and may impose obligations to provide notification of security breaches affecting personal information to authorities and individuals impacted by such breaches.
Checkout is another source of AR that SMBs can manage in their Payoneer Account, enabling merchants to unify their business across sales channels and better track all of their global sales activities. Working Capital Payoneer provides certain SMBs with access to working capital with amounts advanced ranging from $50 to more than $1 million.
Checkout is another source of AR that SMBs can manage in their Payoneer Account, enabling merchants to unify their business across sales channels and better track all of their global sales activities. 7 Table of Contents Working Capital Payoneer provides certain SMBs with access to working capital with amounts advanced ranging from $500 to $5 million.
Robust and Scalable Compliance, Risk & Regulatory Infrastructure We have designed and implemented a comprehensive Anti-Money Laundering/Combatting Terrorist Financing (AML/CTF) and Sanctions Program in compliance with the laws of the jurisdictions where Payoneer is regulated. Through our AML/CTF program we manage the compliant onboarding and ongoing monitoring of our customers, who come from more than 190 countries and territories.
Robust and Scalable Compliance, Risk & Regulatory Infrastructure We have designed and implemented a comprehensive Anti-Money Laundering/Counter Terrorist Financing (AML/CTF) and Sanctions Program in compliance with the laws of the jurisdictions where Payoneer is regulated. Through our AML/CTF program we manage the compliant onboarding and ongoing monitoring of our customers.
Enterprise Services Payoneer provides marketplaces and other enterprises with Mass Payout services that enable them to pay sellers across the world via a broad set of localized and other payment methods including local bank payments, international wires, payments to mobile wallets and to physical and virtual cards and paper checks.
Enterprise Services Payoneer provides marketplaces and other enterprise clients with services that enable them to pay sellers across the world via a broad set of localized and other payment methods including local bank payments, international wires, payments to Payoneer Accounts, e-wallets and to Payoneer physical and virtual cards.
These models enable us to make informed predictions to better serve our customers’ needs. For instance, we apply our machine-learning models in key areas such as lifetime value assessment, risk management and working capital underwriting. Utilizing these unique data insights, we are able to offer new products and features, improve engagement and drive growth and improved profitability.
For instance, we apply our machine-learning models in key areas such as lifetime value assessment, risk management and working capital underwriting. Utilizing these unique data insights, enables us to offer new products and features, improve engagement and drive growth and improved profitability.
Our financial stack provides a full suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities and includes services such as working capital and the provision of data-driven insights. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
Our financial stack provides a suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, including multicurrency account capabilities and services such as funds management and working capital. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
As of December 31, 2023, our workforce consisted of approximately 2,167 people (including full-time, part-time and temporary employees and full-time consultants) in 39 locations across 34 countries, of which approximately 60% are located in Israel. In addition, we also engage contractors to support our operations.
As of December 31, 2024, our workforce consisted of approximately 2,407 people (including full-time, part-time and temporary employees and full-time consultants) in 44 locations across 37 countries, of which approximately 55% are located in Israel. In addition, we also engage contractors to support our operations.
This is a $6 trillion volume opportunity based on third-party research conducted in 2022. We enable SMBs to pay their suppliers one by one or in bulk, create and manage invoices, bill customers in multiple currencies, and enable buyers to pay with convenient local or global payment methods, regardless of where the seller is located.
This is a $6 trillion volume opportunity based on third-party research conducted in 2022. We enable SMBs to create and manage invoices, bill their customers in multiple currencies and support local and global payment methods. We enable SMBs to pay their suppliers, vendors, and contractors in multiple currencies and countries, one by one or in bulk.
We believe that duplication of this coordination by competitors or individuals seeking to copy our platform would be difficult. To protect our technology and our platform, we implement multiple layers of security and provide our service offerings from duplicate data centers in two jurisdictions.
We believe that duplication of this coordination by competitors or individuals seeking to copy our platform would be difficult, and to protect our technology and our platform, we implement multiple layers of security.
The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change. Numerous laws and regulations govern the payments industry in the U.S. and internationally.
There are numerous other regulatory agencies that have or may assert jurisdiction. The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change. Numerous laws and regulations govern the payments industry in the U.S. and internationally.
Our Know Your Customer (KYC) and Customer Due Diligence (CDD) processes are managed through a proprietary infrastructure and are supported by dedicated teams, combining automated tools and operational processes with regular audits and reviews to test and monitor for compliance.
Our Know Your Customer (KYC) and Customer Due Diligence (CDD) processes are managed through a proprietary infrastructure and are supported by dedicated teams, combining automated tools and operational processes with regular audits and reviews to test and monitor for compliance. We also have a robust risk management framework designed to effectively address and mitigate risks across our global operations.
SMBs Selling Direct to Consumer Direct-to-consumer (DTC) is a critical sales channel for many of the SMBs Payoneer serves. In 2022, Payoneer began supporting DTC business customers via our Checkout product, which customers can use to sell directly to consumers around the world via their web store or via integration into commerce enabling platforms like Shopify.
SMBs Selling Direct to Consumer In 2022, Payoneer began supporting SMBs selling Direct to Consumer (“DTC”) via our Checkout product, which customers can use to sell directly to consumers around the world via their web store or via an integration into commerce enabling platforms.
The closing of this acquisition is subject to governmental registrations and approvals and customary closing conditions. 9 Table of Contents We are also subject to laws and regulations that apply to businesses in general, such as those relating to employment, consumer protection, data protection and privacy, worker confidentiality obligations and taxation.
The transaction is expected to close in the first half of 2025, subject to customary closing conditions and termination provisions provided for in the agreement. 9 Table of Contents We are also subject to laws and regulations that apply to businesses in general, such as those relating to employment, consumer protection, data protection and privacy, worker confidentiality obligations and taxation.
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.
Item 1. Business. Unless the context otherwise requires, the “Company”, “Payoneer”, “we,” “our,” “us” and similar terms refer to Payoneer Global Inc. 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 Payment Services UK Ltd is an Electronic Money Institution authorized by the United Kingdom’s Financial Conduct Authority. Payoneer Hong Kong Limited is a licensed Money Services Operator with the Customs and Excise Department in Hong Kong. Payoneer Japan Limited is a Registered Fund Transfer Service Provider with the Kanto Finance Bureau in Japan.
Payoneer Hong Kong Limited is a licensed Money Services Operator with the Customs and Excise Department in Hong Kong. Payoneer Japan Limited is a Registered Fund Transfer Service Provider with the Kanto Finance Bureau in Japan. Payoneer Singapore Pte Limited is licensed by the Monetary Authority of Singapore as a Major Payment Institution.
Our annual compensation planning 11 Table of Contents takes place right after our year-end performance review process where employees and managers share feedback to facilitate professional and career development and set professional and development goals for the year to come. Payoneer’s Global Week of Good Our workforce is passionate about serving the communities in which we live, work and operate.
Our annual compensation planning takes place right after our year-end performance review process where employees and managers share feedback to facilitate professional and career development and set professional and development goals for the year to come. Payoneer’s Global Week of Good In 2024, we held our third global volunteer event with the Global Week of Good.
Intellectual Property The protection of our intellectual property rights is an important aspect of our business, and substantially all of our material intellectual property rights are currently developed in-house.
Employees from 18 countries participated in service projects that support their local communities. Intellectual Property The protection of our intellectual property rights is an important aspect of our business, and substantially all of our material intellectual property rights are currently developed in-house.
Pursue Strategic M&A We believe there are many opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver additional value to more customers more quickly by supplementing our organic product development with 8 Table of Contents targeted acquisitions that add new capabilities or deeper geographic penetration to our platform.
Pursue Strategic M&A and Partnerships We believe there are many opportunities to deliver additional value to more customers more quickly by supplementing our organic product development with targeted acquisitions and strategic partnerships that add new capabilities or deeper geographic penetration to our platform. We serve a large customer base with complex and broad financial needs.
Accordingly, we have been working to obtain a local license through the acquisition of a local licensed entity. As described elsewhere in this Annual Report, in August 2023 Payoneer (Guangzhou) Commerce Services Co., Ltd., a wholly owned subsidiary of the Company, entered into an agreement to purchase a locally licensed non-bank payments institution.
As described elsewhere in this Annual Report on Form 10-K, in August 2023 Payoneer (Guangzhou) Commerce Services Co., Ltd., a wholly owned subsidiary of the Company, entered into an agreement to purchase a locally licensed non-bank payments institution. In February 2025, we received the regulatory approvals in China required to complete this acquisition.
Platform Extension to Deliver More Value to Customers and Drive Greater Average Revenue Per Customer Payoneer is making meaningful investments in extending our financial stack and driving greater customer adoption of multiple products and services. We believe this will deliver significant value to our customers and also enable Payoneer to drive greater monetization of each customer over time.
Platform Investments to Deliver More Value to Customers and Drive Greater Average Revenue Per Customer Payoneer is making meaningful investments in extending our financial stack to add additional and enhanced financial management capabilities and additional financial services, and in driving greater customer adoption of multiple products and services.
We are highly focused on the health, safety and wellbeing of our employees, providing them with access to a wide-reaching support network that prioritizes both physical and mental health and wellness.
We are highly focused on the health, safety and wellbeing of our employees, providing them with access to a wide-reaching support network that prioritizes both physical and mental health and wellness. For example, we offer counseling and support through a Global Employee Assistance Program, participation in wellness and gym benefits, and a broad range of health care and other benefits.
The people who work at Payoneer define Payoneer and help us to deliver on our mission – to enable our customers to participate in the global economy.
The people who work at Payoneer define Payoneer and help us to deliver on our mission – to connect the world’s underserved businesses to a rising, global economy.
Payoneer Inc. is a licensed money transmitter under the laws of all U.S. states where such license is necessary, the District of Columbia and Puerto Rico. The Money Transmitter license for Nevada is held by Payoneer US LLC, a subsidiary of Payoneer Inc. due to Nevada’s specific requirements.
Payoneer Inc. is a licensed money transmitter under the laws of all U.S. states where such license is necessary for our business, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.
Over 500,000 of these active customers fit the Company’s ideal customer profile, who are customers that have on average over $500 a month in volume, and we are focused on growing that number through continued acquisition and improved retention.
Over 500,000 of these active customers fit the Company’s ideal customer profile, defined as customers that process on average over $500 a month in volume through the Payoneer platform. We are focused on growing the number of customers who fit our ideal customer profile, particularly those who process at least $10,000 a month in volume through our platform.
Digital Commerce is Accelerating More people and businesses are conducting a greater amount of their activities online than ever before, driving the rapid growth of digital commerce globally. This long term secular trend further accelerated in the years following the COVID-19 pandemic as consumers and businesses shifted more activities online.
Digital Commerce is Accelerating More people and businesses are conducting a greater amount of their activities online than ever before, driving the rapid growth of digital commerce globally.
Payoneer also has over 150 customer success managers in over 50 countries, speaking 50 languages to provide support and promote customer retention and growth. They enable the Company to build strong, localized relationships with customers and prospects through hosted events, industry gatherings, and direct targeting.
Payoneer also has a large network of customer success managers globally, providing support in a wide range of languages and promoting and supporting customer retention and growth. They enable the Company to build strong, localized relationships with customers and prospects through hosted events, industry gatherings, channel and affiliate partnerships, and direct targeting.
Payoneer Inc. also acts as an Online Payment Gateway Service Provider (OPGSP) approved by the Reserve Bank of India, for the purpose of facilitating the collection of cross-border payments for Indian residents. This list is not exhaustive, as there are numerous other regulatory agencies that have or may assert jurisdiction.
Payoneer Inc. also acts as an Online Payment Gateway Service Provider (“OPGSP”) approved by the Reserve Bank of India, for the purpose of facilitating the collection of cross-border payments for Indian residents.
This extension of our capabilities represents another pillar of diversification and opportunity for Payoneer to access another fast-growing market opportunity which, based on third-party research conducted in 2022, is approximately $150 billion in volume.
This extension of our financial stack enables us to serve more of our customers’ needs and creates an opportunity for Payoneer to access a market opportunity which, based on third-party research conducted in 2022, is approximately $150 billion in volume.
Our customers use physical cards to access their funds through local ATM networks, make purchases online and in-store at local businesses or to pay business expenses. Payoneer Checkout Payoneer Checkout enables SMBs to accept payments from customers around the world via their web store.
Physical & Virtual Cards Payoneer customers can use Payoneer physical or virtual cards to use the balances in their Payoneer Account. Our customers use these cards to access their funds through local ATM networks, to make business purchases online and in-store at local businesses and to pay overseas suppliers and vendors.
In the United States, we are registered as a Money Service Business and are licensed as a Money Transmitter in all U.S. states in which such licenses are necessary and in the District of Columbia and Puerto Rico. Payoneer Europe Limited is an authorized e-money institution in Ireland covering the European Economic Area (EEA) and is an approved Mastercard® issuer.
In the United States, we are registered as a Money Service Business and are licensed as a Money Transmitter in all U.S. states in which such licenses are necessary for our business and in the District of Columbia, Puerto Rico and the U.S. Virgin Islands.
These local partners include local banks and payment service providers. We are actively monitoring recently announced PBOC regulatory changes under which we understand the PBOC will require foreign companies providing certain services to have a local license at a time to be determined by the PBOC.
These local partners include local banks and payment service providers. The PBOC may require foreign companies providing certain services to have a local license at a time to be determined by the PBOC. Accordingly, we have been working to obtain a local license through the acquisition of a local licensed entity.
We also rely on a wide range of third-party systems for specialized capabilities, which are integrated into our platform. We make significant and ongoing investments in our cybersecurity infrastructure and processes. 5 Table of Contents Trusted Global Brand Supported by Local Teams Payoneer’s customers come from over 190 countries and territories.
We make significant and ongoing investments in our cybersecurity infrastructure and processes. 5 Table of Contents Trusted Global Brand Supported by Local Teams Payoneer’s customers are located in more than 190 countries and territories.
Total Rewards Payoneer is a people-centric company that rewards employees for our shared success. From a total rewards perspective, Payoneer offers a compensation and benefits package that is scalable, sustainable and equitable.
The program includes executive coaching, in-person learning events, and small group discussions with senior leaders. ​ 11 Table of Contents Total Rewards Payoneer is a people-centric company that rewards employees for our shared success. From a total rewards perspective, Payoneer offers a compensation and benefits package that is scalable, sustainable and equitable.
In addition, we have extensive regulatory and banking infrastructure to support our enterprise customers and marketplace partners in each of the jurisdictions in which we operate. Data Creates Competitive Advantages and Delivers Value to Customers Payoneer has built machine-learning models leveraging the data that we collect in the ordinary course of our operations and services.
Data Creates Competitive Advantages and Delivers Value to Customers Payoneer has built machine-learning models leveraging the data that we collect in the ordinary course of our operations and services. These models enable us to make informed predictions to better serve our customers’ needs.
Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition through a diverse range of channels. We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our website.
We leverage our global partnerships and enterprise relationships, deep local knowledge and sales presence, product- and customer-driven network effects, and organic traffic to our website.
We have a large SMB customer base that maintains long-term relationships with Payoneer. This offers us the opportunity to acquire companies with synergistic product and service offerings that meet the broad and complex needs of our customers. We have built a team that is focused on leading our efforts to identify strategic growth opportunities.
This offers us the opportunity to acquire companies with synergistic product and service offerings. We have built a team that is focused on leading our efforts to identify strategic growth opportunities. Seasonality Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns.
By region, Asia-Pacific is expected to continue to gain market share over the rest of the world, however the greatest growth in B2B e-commerce value is anticipated from markets like Latin America and the Middle East. 4 Table of Contents SMBs That Operate Across Borders Are Underserved The growth of digital commerce has made it easier for SMBs in emerging markets to tap into overseas demand.
According to the International Trade Administration, global B2B e-commerce volume is expected to reach $36 trillion by 2026, with the strongest growth expected in Asia Pacific, Latin America and the Middle East. 4 Table of Contents SMBs That Operate Across Borders Have a Growing Need for Payment and Commerce-Enabling Solutions The growth of digital commerce has made it easier for SMBs in emerging markets to tap into overseas demand and supply.
Payoneer’s strategy to grow our base of active customers who fit our ideal customer profile involves leveraging our efficient go-to-market engine to acquire and engage with more SMBs. Payoneer has three primary acquisition channels: partnerships, our direct sales and marketing team, and organic traffic which benefits from our strong brand and network effects.
We aim to do this through continued customer acquisition efforts and improved retention. Payoneer’s strategy to grow our base of active customers who fit our ideal customer profile involves leveraging our efficient go-to-market engine to acquire and engage with more SMBs.
Invoicing and Payment Requests Payoneer offers our customers the ability to directly invoice and collect funds from their customers, and to pay their vendors, suppliers, and contractors around the world.
Billing and AR Services Payoneer offers our customers the ability to directly invoice and collect funds from their customers and supports multiple global and local payment methods, and to pay their vendors, suppliers, and contractors around the world. Payoneer’s customers can receive payments via credit cards and via local payment methods in the U.S., the UK and other supported markets.
SMBs Doing Business on Global Marketplaces The global e-commerce and service marketplace payouts business is estimated to be a $300 billion volume opportunity, based on third-party research conducted in 2022.
We work with close to 100 banks and payment service providers globally and through those partners have access to local clearing systems, allowing us to receive and deliver payments efficiently in the local markets in which our customers operate. 6 Table of Contents Key Customer Segments SMBs Doing Business on Global Marketplaces The global e-commerce and service marketplace payouts business is estimated to be a $300 billion volume opportunity, based on third-party research conducted in 2022.
In addition, copies of our annual report will be made available, free of charge, on written request to us. Business Combination with FTAC Olympus Acquisition Corp. On June 25, 2021 (the “Closing Date”), FTAC Olympus Acquisition Corp., a Delaware corporation consummated a Reorganization with us (the “Reorganization”).
In addition, copies of our annual report will be made available, free of charge, on written request to us. ​ 12 Table of Contents
Our platform supports millions of transactions, hundreds of thousands of new applicants monthly, and processes tens of billions of dollars of volume annually. Most of the systems that deliver service, including our customer-facing systems, back-office systems and risks management and compliance systems are proprietary.
Our platform supports millions of transactions, hundreds of thousands of new applicants monthly, and processes tens of billions of dollars of volume annually. We are continually working to meet more of our target customers’ cross-border financial and operational needs.
Payoneer’s customers sell their goods or services either via a marketplace or directly to other businesses (B2B), and/or to customers via webstores. Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns.
Payoneer’s customers sell their goods or services either via a marketplace or directly to other businesses (B2B), and/or to customers via webstores. Payoneer has built a meaningful brand and efficient go-to-market engine that enables us to drive customer acquisition through a diverse range of channels.
We leverage machine learning models and underwriting processes to effectively manage risk while providing a valuable service to our customers. We fund these working capital advances through a mix of balance sheet cash and borrowings under our warehouse financing facility.
We leverage machine learning models and underwriting processes to effectively manage risk while providing a valuable service to our customers. Global Workforce Management We provide a technology platform and services to onboard talent and enable engagement and/or employment of employees and contractors globally, workforce management, payroll processing and management, and contractor management services.
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Item 1. Business. 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.
Added
Payoneer has delivered strong growth: in the year ended December 31, 2024, our volume (defined as the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions – see Key Metrics and Non-GAAP Financial Measures with the Management’s Discussion and Analysis section included elsewhere within this Annual Report on Form 10-K for details) and revenue grew by 21% and 18%, respectively, compared to the year ended December 31, 2023.
Removed
This supports an efficient customer acquisition model and enables us to differentiate our efforts based on different segments. Payoneer has delivered strong growth: in the year ended December 31, 2023, our volume and revenue grew by 11% and 32%, respectively, compared to the year ended December 31, 2022.
Added
Volume was $80.1 billion and $66.0 billion and revenue was $977.7 million and $831.1 million for the years ended December 31, 2024 and 2023, respectively.
Removed
According to the International Trade Administration, global B2B e-commerce volume is expected to grow at a 14.5% compound annual growth rate to $36 trillion by 2026.
Added
Our financial stack uses certain proprietary technology, including that which supports our customer-facing systems, back-office systems and risk management and compliance systems. We also rely on a wide range of third-party systems for specialized capabilities, which are integrated into our platform.
Removed
We have also built a sophisticated risk management infrastructure, leveraging machine learning-based fraud typologies, to address the risks of digital commerce and a global risk management platform to manage the risks of supporting tens of billions of dollars of volume in over 7,000 trade corridors globally for millions of platform participants.
Added
Payoneer Europe Limited is an Electronic Money Institution authorized by the Central Bank of Ireland covering the European Economic Area (“EEA”) and is an approved Mastercard® issuer. Payoneer Payment Services (UK) Limited is an Electronic Money Institution authorized by the United Kingdom’s Financial Conduct Authority.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

159 edited+44 added−22 removed184 unchanged
Biggest changeCompetitive activity by our partners and enterprise customers that insource payment services or directly compete against our services could materially adversely affect our business. ● If we are unable to renew marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer, or if an e-commerce marketplace were to prevent our customers from using our services to receive payments from such marketplace, our results of operations and financial condition may be materially adversely affected. ● We are subject to risks associated with changes in interest rates, which could materially adversely affect our results of operations. ● Our failure to manage our customer funds properly could materially harm our business. ● Declines in e-commerce utilization generally, and any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e-commerce sales and/or limit activity of e-commerce marketplaces, could have a material adverse effect on our business, financial condition and results of operations. ● Inflation can have a material adverse effect on our business and our customers. ● Failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could materially negatively impact our business. ● Use of our payment services for illegal purposes could materially harm our business. ● Because we rely on third parties to provide services, including financial institutions and payment service providers, we could be materially adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all. ● If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, which could materially adversely affect our business. ● If we fail to comply with the applicable requirements of our counterparty financial institutions and banking partners, they could seek to suspend or terminate our accounts, which could materially adversely affect our business. ● Our business may be materially adversely affected by geopolitical and other risks associated with global operations.
Biggest changeAs we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks. ● If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, as applicable, which could materially adversely affect our business. ● If a marketplace were to prevent our customers from using our services to receive payments from such marketplace, or if we are unable to renew certain marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer, our results of operations and financial condition may be materially adversely affected. ● Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could materially adversely affect our margins, business and results of operations.
Additionally, electronic payment products and services, including ours, have been, and could continue to be in the future, specifically targeted and penetrated or disrupted by hackers, as described elsewhere in this section.
Additionally, electronic payment products and services, including ours, have been, and could continue to be in the future, specifically targeted, and could be penetrated or disrupted by hackers, as described elsewhere in this section.
If our cash flows are insufficient to service our debt and other obligations, we may not be able to refinance or restructure any of these obligations on commercially reasonable terms or at all and any refinancing or restructuring could have a material adverse effect on our business, results of operations, or financial condition.
If our cash flows are insufficient to service any debt and other obligations, we may not be able to refinance or restructure any of these obligations on commercially reasonable terms or at all and any refinancing or restructuring could have a material adverse effect on our business, results of operations, or financial condition.
The foregoing could, individually or in the aggregate, expose us to significant liability, impose significant costs, require us to expend substantial resources, increase the cost and complexity of compliance, damage our brand and business, make our products and services less attractive, result in the loss of customers, limit our ability to grow the business, materially adversely affect our results of operations, and harm our reputation.
The foregoing could, individually or in the aggregate, expose us to significant liability, impose significant costs, require us to expend substantial resources, increase the cost and complexity of compliance, damage our brand and business, harm our reputation, make our products and services less attractive, result in the loss of customers, limit our ability to grow the business, and materially adversely affect our results of operations.
Such regulatory actions or the need to obtain licenses, certifications or other regulatory approvals could impose substantial costs and involve considerable delay in the provision or development of our services in a given market, or could require significant and costly operational changes, or prevent us from providing any services in a given market.
Such regulatory actions or the need to obtain licenses, certifications or other regulatory approvals could impose substantial costs and involve considerable delay in the provision or development of our services in a given market, or require significant and costly operational changes, or prevent us from providing any services in a given market.
There are a number of payment service providers that offer global payment services, including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group or Wise; global card networks; Neobanks; SMB-focused business-to-business (“B2B”) payment providers like Bill.com; mass payout service providers that specialize in providing services to enterprises and marketplaces, SMB AP/AR SaaS providers; merchant service providers that sell services to marketplaces like Adyen, Braintree and Stripe; and local payment service providers that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally.
There are a number of payment service providers that offer global payment services, including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal, Ant Group, Airwallex or Wise; global card networks; Neobanks; SMB-focused business-to-business (“B2B”) payment providers like Bill.com; mass payout service providers that specialize in providing services to enterprises and marketplaces; SMB AP/AR SaaS providers; merchant service providers like Adyen, Braintree and Stripe; and local payment service providers that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally.
The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations.
The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a significant reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations.
Alternatively, if a court were to find the choice of forum provision contained in the certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially harm our business, operating results and financial condition. Item 1B. Unresolved Staff Comments. None.
Alternatively, if a court were to find the choice of forum provision contained in the certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially harm our business, operating results and financial condition. Item 1B. Unresolved Staff Comments.
Failure to protect, enforce and defend our intellectual property rights may diminish our competitive advantages or interfere with our ability to market and promote our products and services and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights could have a material adverse effect on our business.
Failure to protect, enforce and defend our intellectual property rights, which may diminish our competitive advantages or interfere with our ability to market and promote our products and services, and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights, could have a material adverse effect on our business.
Further, our certificate of incorporation and bylaws include provisions creating a classified board of directors whose members serve staggered three-year terms. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could materially harm our stock price.
Further, our certificate of incorporation and bylaws currently include provisions creating a classified board of directors whose members serve staggered three-year terms. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could materially harm our stock price.
We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers.
We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers and partners.
We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing its investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions.
We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing our investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions.
Further, use of technologies based on artificial intelligence by our employees, whether authorized or unauthorized, may increase the risk that PII, our intellectual property and other proprietary information will be unintentionally disclosed, compromised, or that we may infringe on the intellectual property rights of others.
Use of technologies based on artificial intelligence by our employees, whether authorized or unauthorized, may increase the risk that PII, our intellectual property and other proprietary information will be unintentionally disclosed, compromised, or that we may infringe on the intellectual property rights of others.
For example, in February 2016, we submitted a disclosure to OFAC about certain payments to the Crimea region of Ukraine and other OFAC target countries, and have subsequently entered into settlements relating to the foregoing matter which included monetary settlements.
For example, in February 2016, we submitted a disclosure to OFAC about certain payments to the Crimea region of Ukraine and other OFAC target countries, and subsequently entered into settlements relating to the foregoing matter which included monetary settlements.
Our ability to refinance or restructure our debt and other obligations will depend upon the condition of the capital markets and our financial condition at such time, including interest rates, which could increase the cost of refinancing debt and incurring new debt.
Our ability to refinance or restructure any debt and other obligations will depend upon the condition of the capital markets and our financial condition at such time, including interest rates, which could increase the cost of refinancing debt and incurring new debt.
Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any 34 Table of Contents current or former director, officer, other employee or stockholder of ours to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), the certificate of incorporation or the bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of ours to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), the certificate of incorporation or the bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
We currently support customers based in China through our partnerships with banks and licensed payment providers that are regulated by the People’s Republic of China and are licensed by the People’s Bank of China (the “PBOC”) and the State Administration of Foreign Exchange.
We currently support customers based in China through our partnerships with banks and licensed payment providers that are regulated by the People’s Republic of China and are licensed by the People’s Bank of China (the “PBOC”) and the State Administration of Foreign Exchange (SAFE).
As part of our business, we process PII, also referred to under certain regulations as personal data or personal information, and other potentially sensitive and/or regulated data from our employees, customers, the vendors we work with and others.
As part of our business, we process PII, also referred to under certain regulations as personal data or personal information, and other potentially sensitive data from our employees, customers, the vendors we work with and others.
Payoneer (through our subsidiaries), is licensed by Mastercard as a card issuer and is engaged with other Mastercard-licensed card issuers and is registered as a card program manager. Payoneer is also (through subsidiaries) registered as a payment facilitator with Mastercard and Visa and is engaged and registered with several acquirers as a merchant.
Payoneer (through our subsidiary) is licensed by Mastercard as a card issuer and is engaged with other Mastercard-licensed card issuers and is registered as a card program manager. Payoneer is also (through subsidiaries) registered as a payment facilitator with Mastercard and Visa and is engaged and registered with several acquirers as a merchant.
Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us.
Certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us.
The failure to comply with these rules can result in the imposition of monetary fines, which could be material, and our member registrations or certifications could be suspended or terminated.
The failure to comply with these rules can result in the imposition of monetary fines which may be material, and our member registrations or certifications could be suspended or terminated.
Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships.
Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective customers from using our services, increase our operating expenses in order to contain and 21 Table of Contents remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships.
Any negative publicity about our industry or our company, the quality and reliability of our products and services, our compliance and risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Any negative publicity about our industry or our company, the quality and reliability of our products and services, our compliance and risk management processes, changes to our products and services and their terms, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Regulatory Risks Related to Payoneer Our business is subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing cross-border and domestic money transmission, foreign exchange, privacy, data protection, banking secrecy, deposit taking, factoring, stored value and payment services (including payment processing and settlement services).
Regulatory Risks Related to Payoneer Our business is subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing cross-border and domestic money transmission, foreign exchange, privacy, data protection, deposit taking, factoring, stored value and payment services (including payment processing and settlement services).
We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations may require us to notify individuals of data security incidents involving certain types of PII or information technology systems.
We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal, state and foreign rules and regulations may require us to notify authorities as well as individuals of data security incidents involving certain types of PII or information technology systems.
As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. Our services to customers from Greater China generated approximately 35% of our revenue for the year ended December 31, 2023.
As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could materially adversely affect our results and exacerbate the other risks set forth herein. Our services to customers from Greater China generated approximately 35% of our revenue for the year ended December 31, 2024.
Payoneer Europe is subject to significant fines or other enforcement action if it violates the disclosure, reporting, anti-money-laundering, capitalization, funds management, corporate governance, privacy, data protection, information security, banking secrecy, taxation, sanctions, or other requirements imposed on Irish e-money institutions.
Payoneer Europe is subject to significant fines or other enforcement action if it violates the disclosure, reporting, anti-money-laundering, capitalization, funds management, corporate governance, privacy, data protection, information security, taxation, sanctions, or other requirements imposed on Irish e-money institutions.
If we are unable to maintain appropriate disclose controls or internal controls and procedures over financial reporting, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and materially adversely affect our operating results.
If we are unable to maintain appropriate disclosure controls or internal controls and procedures over financial reporting, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and materially adversely affect our operating results.
Additional risks may arise from a number of reasons, including: we may need to borrow money or sell equity or debt securities to the public to finance a transaction and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could 32 Table of Contents increase the difficulty or cost for us to complete a transaction; we may incur unforeseen obligations or liabilities in connection with a transaction; and we could enter markets where we have minimal prior experience.
Additional risks may arise from a number of reasons, including: we may need to borrow money or sell equity or debt securities to the public to finance a transaction and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete a transaction; we may incur unforeseen obligations or liabilities in connection with a transaction; and we could enter markets where we have minimal prior experience.
Even if we can obtain such license, there are substantial costs and potential product changes involved in maintaining such license, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, or corporate governance requirements.
Even if we can obtain such licenses, there are substantial costs and potential product changes involved in maintaining such licenses, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements.
A portion of our revenues is derived from SMBs that sell on or through large marketplaces and enterprise customers ecosystems. The loss of business associated or connected with a large marketplace or ecosystem could materially harm our business, results of operations and financial condition.
A significant portion of our revenues is derived from SMBs and entrepreneurs that sell on or through large marketplaces and enterprise customers ecosystems. The loss of business associated or connected with a large marketplace or ecosystem could materially harm our business, results of operations and financial condition.
The CPRA provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation in the future. In addition, the Personal Information Protection Law of the People’s Republic of China (PIPL) became effective November 1, 2021.
The CPRA provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation in the future. In addition, the Personal Information Protection Law of the People’s Republic of China (PIPL) became effective in 2021.
If we are not able to differentiate our products and services from those of our competitors, provide added-value to our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.
If we are not able to differentiate our products and services from those of our competitors, price our products competitively, provide added value to our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.
If we fail to update the technical programs correctly or in a timely manner, the technical programs may fail to flag conduct that 30 Table of Contents violates existing laws or regulations, which may subject us to government investigation, fines or reputational damage and could have a material adverse effect on our business, financial condition and results of operations.
If we fail to update the technical programs correctly or in a timely manner, the technical programs may fail to flag conduct that violates existing laws or regulations, which may subject us to government investigation, fines or reputational damage and could have a material adverse effect on our business, financial condition and results of operations.
The highly automated nature of, and liquidity offered by, our payment services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering, and terrorist financing.
In addition, the highly automated nature of, and liquidity offered by, our payment services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering, and terrorist financing.
Defects in our or our third-party providers’ software, errors or delays in the processing of electronic transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of customers or customer data, negative publicity or exposure to 24 Table of Contents liability claims.
Defects in our or our third-party providers’ software, errors or delays in the processing of electronic transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of customers or customer data, negative publicity or exposure to liability claims.
If we are unable to renew marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer, or if an e-commerce marketplace were to prevent our customers from using our services to receive payments from such marketplace, our results of operations and financial condition may be materially adversely affected.
If a marketplace were to prevent our customers from using our services to receive payments from such marketplace, or if we are unable to renew certain marketplace and enterprise customer contracts or to adjust certain contract components at favorable terms or we lose a significant enterprise or marketplace customer our results of operations and financial condition may be materially adversely affected.
Global pandemics, such as the COVID-19 pandemic, and other global public health issues may adversely and variably impact our operations and the operations of our customers and business partners locally and globally, and therefore our business, results of operations, and financial condition.
Global pandemics, such as the COVID-19 pandemic, and other global public health issues may materially and variably impact our operations and the operations of our customers and business partners locally and globally, and therefore our business, results of operations, and financial condition.
Operating in or providing services to customers in foreign countries, including Israel, Greater China and other Asian countries, Ukraine and other European countries, subjects us to multiple risks that may have a material adverse effect on our results of operations, including: ● geopolitical events, including acts of war, nationalism and terrorism, natural disasters, public health issues (such as the COVID-19 pandemic and its variants), social unrest or human rights issues; ● differing local product preferences and product requirements; ● partial or total expropriation of international assets; ● economic sanctions and trade protection measures, including tariffs or import-export restrictions, or boycott; ● differing enforceability and protection of intellectual property and contract rights; ● different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and ● potentially negative consequences from changes in or interpretations of tax laws or policies.
Operating in or providing services to customers in foreign countries, including Israel, Greater China and other Asian countries, Ukraine and other European countries, subjects us to multiple risks that may have a material adverse effect on our results of operations, including: ● geopolitical events, including acts of war, nationalism and terrorism, natural disasters, public health issues (such as the COVID-19 pandemic and its variants), social unrest or human rights issues; ● differing local product preferences and product requirements; ● partial or total expropriation of international assets; ● economic sanctions and trade protection measures, including tariffs (as recently threatened or imposed by certain countries), import-export restrictions, or boycotts; ● differing enforceability and protection of intellectual property and contract rights; ● different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and ● potentially negative consequences from changes in or interpretations of tax laws or policies.
Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and remain a global payments leader.
Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and remain a global financial services leader.
We may introduce, or make changes to, features, products, services, privacy practices, pricing, or terms of service that customers do not like, which may materially adversely affect our brand.
We may introduce, or make changes to, features, products, services, privacy practices, pricing, content, collaborations, or terms of service that customers do not like, which may materially adversely affect our brand.
Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls.
Our ability to manage and accurately account for the assets underlying our 15 Table of Contents customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls.
Some of these organizations and third-party service providers provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them.
Some of these third-party service providers and vendors provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them.
The regulators in any country in which we provide services could seek to persuade the regulators that have granted us a license to require us to operate through a local branch. In addition, European Union laws and regulations are typically subject to different and potentially inconsistent interpretations by the countries that are members of the European Union.
The regulators in any country in which we provide services could seek to persuade the regulators that have granted us a license to require us to operate through a local branch. In addition, EU laws and regulations are typically subject to different and potentially inconsistent interpretations by the countries that are members of the EU.
If consumers or merchants become unable, unwilling or less willing to use the internet for commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to merchants’ and consumers’ computers, increases in the cost of accessing the internet and security and privacy risks or the perception of such risks, our business could be materially adversely affected.
If buyers or merchants become unable, unwilling or less willing to use the internet for commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to buyers’ or merchants’ computers, increases in the cost of accessing the internet and security and privacy risks or the perception of such risks, our business could be materially adversely affected.
Our share price may decline if our actual results do not match the projections of these securities research analysts. If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could materially decline.
Our share price may decline if our actual results do not match the projections of these securities research analysts. 34 Table of Contents If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could materially decline.
As a multinational organization operating in multiple jurisdictions, including but not limited to the U.S., the EU, the UK, Israel and Hong Kong, we are subject to increasingly complex tax laws and regulations in several jurisdictions, the application of which can be uncertain.
As a multinational organization operating in multiple jurisdictions, including but not limited to the U.S., the EU, the UK, Israel, Hong Kong, Singapore, India and China, we are subject to increasingly complex tax laws and regulations in several jurisdictions, the application of which can be uncertain.
To the extent we renew our existing marketplace and enterprise customer contracts or are required to adjust certain terms or components in existing contracts, such renewals or adjustments may be on less favorable terms than our existing contracts, which can materially impact revenue, expenses, profitability, and earnings.
In addition, to the extent we renew our existing marketplace and enterprise customer contracts or are required to adjust certain terms or components in existing contracts, such renewals or adjustments may be on less favorable terms than our existing contracts. The above can materially impact revenue, expenses, profitability, and earnings.
Our payment system is susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent sales of goods or services, illegal sales of marijuana and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity.
Our payment services are susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent sales of goods or services, illegal sales of marijuana and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity.
In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we have a limited history of fraud loss, we may be less able to forecast and reserve accurately for those losses.
In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we 25 Table of Contents have a limited history of fraud loss, we may be less able to forecast and reserve accurately for those losses.
We also use open-source software and may be subject to claims from licensors related to ownership and use rights. Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our future success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.
We also use open-source software and may be subject to claims from licensors related to ownership and use rights. 23 Table of Contents Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our future success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.
If we are unable to anticipate or respond or adapt to technological or regulatory changes or evolving industry standards and demands on a timely basis, our ability to remain competitive could be materially adversely affected.
If we are unable to anticipate or respond or adapt to technological or regulatory changes or evolving industry standards and demands on a timely basis, our ability to remain competitive, and our results of operations, could be materially adversely affected.
In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like 15 Table of Contents Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.
In addition, cryptocurrencies like Bitcoin and Ethereum; blockchain based payment systems like Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.
Any transactions we process in violation of OFAC sanctions regulations could result in claims or actions against us including litigation, injunctions, damage awards, fines or penalties, or require us to change our business practices that could result in a material loss, require significant management time, result in the diversion of significant operational resources or otherwise materially harm our business.
Any transactions we process in violation of OFAC sanctions regulations could result in claims or actions against us including litigation, injunctions, damage awards, fines or penalties, or require us to change our business practices that could result in a material loss, require significant 30 Table of Contents management time, result in the loss of banking relationships, result in the diversion of significant operational resources or otherwise materially harm our business.
The complexity of existing U.S. federal and state and foreign regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving U.S. and international regulatory environment, could result in a single event giving rise to a large number of overlapping investigations and legal and regulatory proceedings and enforcement actions by multiple government authorities in different jurisdictions.
The complexity of existing U.S. federal and state and foreign regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving U.S. and international regulatory environment, has in the past and may in the future result in a single event giving rise to a large number of overlapping investigations and legal and regulatory proceedings and enforcement actions by multiple government authorities in different jurisdictions.
Our financial institution partners’ discretionary actions under these agreements and relationships could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations.
Discretionary actions of our counterparties under these agreements and relationships could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations.
In addition, the European e-Privacy Directive requires EEA member states to regulate marketing by electronic means and the use of web cookies and other tracking technology. Each EEA member state has transposed the requirements of these directives into its own national data privacy regime, and therefore the laws may differ between jurisdictions.
In addition, the European e-Privacy Directive requires EEA member states to regulate marketing by electronic means and the use of web cookies and other tracking technologies. Each EEA member state has transposed the requirements of this directive into its own national data privacy regime, and therefore the laws may differ between jurisdictions.
The extent of such impact will depend on a variety of highly uncertain factors that could lead to a decrease in e-commerce utilization, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, changes in government regulation, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics.
The extent of such impact will depend on a variety of highly uncertain factors any of which could lead to a decrease in e-commerce utilization or cross-border trade or cross-border digital commerce, including general macroeconomic trends and global economic conditions, such as inflation and recessionary conditions impacting business and consumer spending, changes in government regulation, users’ access to the internet, user preference, consumer behavior, actual or perceived online security concerns or the effects of widespread health epidemics.
Additionally, approximately 60% of our global employee base, including certain management members and approximately 80% of our research and development resources, are employed by our Israel subsidiary, Payoneer Research & Development Ltd. Accordingly, political, economic, military, and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations.
Additionally, approximately 55% of our global employee base, including certain management members and approximately 78% of our research and development resources, are employed by our Israeli subsidiary, Payoneer Research & Development Ltd. Accordingly, political, economic, military, and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations.
Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations, including violations of any sanctions, can result, as applicable, in fines, criminal actions, or sanctions against us, our officers, or our employees, or other enforcement actions; prohibitions or limits on the conduct of our business; the diversion of operational resources; and damage to our reputation.
Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations, including violations of any sanctions, can result in fines which may be material, criminal actions, or sanctions against us, our officers, or our employees, or other enforcement actions; prohibitions or limits on the conduct of our business; the diversion of operational resources; and damage to our reputation.
Inflation can have a major impact on our operations. Inflation decreases the value of money and can erode the purchasing power of individuals and businesses, making it more difficult for them to afford goods and services, and requiring them to spend a larger share of their wallet on essential purchases.
Inflation decreases the value of money and can erode the purchasing power of individuals and businesses, making it more difficult for them to afford goods and services, and requiring them to spend a larger share of their wallet on essential purchases.
Violation of OFAC sanctions regulations that OFAC determines to be egregious can result in significant statutory penalties in addition to harm to our reputation. We have made in the past, and may make in the future, disclosures related to potential violations of OFAC sanctions regulations.
Violation of OFAC sanctions regulations that OFAC determines to be egregious can result in significant statutory penalties in addition to harm to our reputation. We have made in the past, and may make in the future, disclosures related to potential violations of OFAC sanctions regulations, and have been required to respond to inquiries from OFAC.
The use of our payment system for illegal or improper uses has and may from time to time subject us to fines, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us.
The use of our payment services for illegal or improper uses has and may from time to time subject us to fines which may be material, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us.
We have a history of net losses, and we may not be able to achieve or maintain profitability in the future. While we recorded net income for the year ended December 31, 2023, we incurred net losses of $12.0 million and $34.0 million in the years ended December 31, 2022 and 2021, respectively.
We have a past history of net losses, and we may not be able to achieve or maintain profitability in the future. While we recorded net income for the years ended December 31, 2024 and 2023, we incurred a net loss of $12.0 million in the year ended December 31, 2022.
With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product. Further, we devote resources to collecting, and from time to time are unable to recover, some purchased receivables.
With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product. Further, we devote resources to collecting, and from time to time are unable to recover, some purchased receivables, which may have a material adverse effect on our results.
In conducting our business, we collect, process, transmit, store, use and share sensitive business information and PII about our customers, financial institution partners, vendors, and other parties.
In conducting our business, we collect, process, transmit, store, use and share sensitive business information and personally identifiable information (“PII”) about our customers, financial institution partners, vendors, and other parties.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations.
The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations in a variety of jurisdictions.
We generate significant portions of our volume by processing online payments from marketplaces and e-commerce platforms to merchants and from merchants’ utilization of the payments they receive. Any decline in e-commerce utilization could materially adversely affect our business.
We generate significant portions of our volume by processing online payments from marketplaces and e-commerce platforms to merchants and generate significant portions of our revenues from merchants’ utilization of the payments they receive. Any decline in e-commerce utilization or cross-border trade or cross-border digital commerce could materially adversely affect our business.
If we fail to attract, motivate and retain highly qualified management and key personnel, including (but not limited to), technical, compliance and sales employees, particularly in light of the intensified and expanded competition for talent, our future success could be harmed.
We depend on the experience, skill and contributions of our senior management and other key employees. If we fail to attract, motivate and retain highly qualified management and key personnel, including (but not limited to), technical, compliance and sales employees, particularly in light of the intensified and expanded competition for talent, our future success could be harmed.
Cyberattacks and security vulnerabilities could result in material harm to our reputation, business, financial condition and results of operations, and unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, could expose us to liability and/or damage our reputation.
Cyberattacks and security vulnerabilities, unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, can result in material harm to our reputation, business, financial condition and results of operations.
Because we rely on third parties to provide services, including financial institutions and payment service providers, we could be materially adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.
We rely on third parties to provide services and could be materially adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.
We take a variety of technical and organizational security measures and other measures to protect the data we process, including data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.
We take a variety of technical and organizational security measures and other measures to protect the data we process, including data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data, as described elsewhere in this Risk Factors section.
Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, and result in significant penalties and fines and additional restrictions, which could materially harm our business.
Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, to withdraw funds held with us and could result in significant penalties and fines and additional restrictions, each of which could materially harm our business and could materially adversely affect our results of operations.
Our success depends upon the general public’s ability to access the internet and its continued willingness to use the internet as a means to pay for purchases, communicate, research and conduct commercial transactions, including through mobile devices.
Our success depends upon the general public’s ability to access the internet and its continued willingness to use the internet as a means to pay for purchases, communicate, research and conduct commercial transactions, including through mobile devices. Our third-party providers are also dependent on access to the internet.
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).
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). Such legislation is generally effective for tax years beginning January 1, 2024.
In the United States, both the federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices, including the State of California which enacted the California Consumer Privacy Act, or CCPA, which was amended and replaced by the California Privacy Rights Act (“CPRA”) as of January 1, 2023 and which requires disclosures to California consumers, imposes new rules for collecting 31 Table of Contents or using information about minors, and affords consumers new abilities to opt out of certain disclosures of personal information.
In the United States, both the federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices, including the State of California which enacted the California Privacy Rights Act (“CPRA”) in 2023, which requires disclosures to California consumers, imposes rules for collecting or using information about minors, and affords consumers abilities to opt out of certain disclosures of personal information.
Our success requires our customers’ confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds.
Our continued success requires that our customers have confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds.
If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could be material and materially adversely affect our business, financial condition or results of operations.
If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could be material and materially adversely affect our business, financial condition or results of operations. 32 Table of Contents The failure to attract and retain key personnel could materially harm our overall business and results of operations.
We rely on relationships with marketplaces and enterprises to obtain and maintain customers. Our ability to acquire new customers could be materially harmed if we are unable to enter into or maintain these relationships on terms that are commercially reasonable to us, or at all.
Our ability to acquire new customers could be materially harmed if we are unable to access these ecosystems, or enter into or maintain these relationships on terms that are commercially reasonable to us, or at all.
The GDPR (and GDPR as it forms part of retained European law (as defined in the European Union (Withdrawal) Act 2018) (UK GDPR)), introduced more stringent requirements (which are and will continue to be interpreted through guidance and decisions over the coming years) on organizations to erase or rectify an individual’s information upon request, implement mandatory data breach notifications and applies obligations on service providers and strict protections on how data may be transferred outside of the EEA.
The GDPR and the UK GDPR introduced more stringent requirements (which are and will continue to be interpreted through guidance and decisions over the coming years) on organizations to allow access, erase or rectify an individual’s information upon request, implement mandatory data breach notifications and applies obligations on service providers and strict protections on how data may be transferred outside of the EEA or the UK (as relevant).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement, the CISO and our cybersecurity team, periodically update the Risk Committee on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports quarterly that cover, among other topics, third-party assessments of the Company’s cybersecurity programs, developments in cybersecurity and updates to the Company’s cybersecurity programs and mitigation strategies. 35 Table of Contents Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
Biggest changeManagement, the CISO and our cybersecurity team, periodically update the Risk Committee on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports quarterly that cover, among other topics, third-party assessments of the Company’s cybersecurity programs, developments in cybersecurity and updates to the Company’s cybersecurity programs and mitigation strategies.
This framework includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing management and our Risk Committee of the Board of Directors (“Risk Committee”) of material cybersecurity threats and incidents.
This framework includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing management and our Risk Committee of the Board of Directors (the “Risk Committee”) of material cybersecurity threats and incidents.
Payoneer’s cybersecurity risk management program is designed to align with industry best practices like National Institute of Standards and Technology (NIST) and Control Objectives for Information Technology (COBIT) which help provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers, and facilitate coordination across different departments of our company.
Payoneer’s cybersecurity risk management program is designed to align with industry best practices like National Institute of Standards and Technology (“NIST”) and Control Objectives for Information Technology (“COBIT”) which help provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers, and facilitate coordination across different departments of our company.
The Risk Committee oversees that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.
The Risk Committee oversees that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and implements processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.
The Risk Committee also reports material cybersecurity risks to our Audit Committee and material cybersecurity incidents would be reported to the full Board of Directors by management and/or the Risk Committee.
The Risk Committee also reports material cybersecurity risks to our Audit Committee, as the case may be, and material cybersecurity incidents would be reported to the full Board of Directors by management and/or the Risk Committee.
For more information about these risks, please see “Risk Factors” in this annual report on Form 10-K.
Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Risk Factors” in this Annual Report on Form 10-K.
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Our CISO has more than 25 years of experience in various roles related to information security and technology, including 14 years as CISO and other leading cyber security roles in the fintech industry.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive office is located in New York City. In addition to our New York office, we also have offices in the greater metropolitan areas of Tel Aviv, Dublin, London, Bangalore, Singapore, Shanghai, Shenzhen, Guangzhou and Hong Kong as well as 16 offices in 12 other countries.
Biggest changeItem 2. Properties. Our principal executive office is located in New York City. In addition to our New York office, we also have offices in the greater metropolitan areas of Tel Aviv, Dublin, London, Bangalore, Singapore, Shanghai, Shenzhen, Guangzhou, Madrid and Hong Kong as well as 17 offices in 11 other countries.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor information on risks related to litigation, see Note 16 - Commitments and Contingencies, to our audited financial statements as of December 31, 2023. See also “Risk Factors - General Risks Related to Payoneer - We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations.” Item 4.
Biggest changeSee also “Risk Factors - General Risks Related 36 Table of Contents to Payoneer - We may be subject to various legal proceedings which could materially adversely affect our business, financial condition or results of operations.” Item 4. Mine Safety Disclosures. Not applicable. PART II
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Mine Safety Disclosures. Not applicable. ​ 36 Table of Contents PART II
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For information on risks related to litigation, see Note 19 - Commitments and Contingencies, to our audited financial statements as of December 31, 2024 included elsewhere within this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 19, Stock-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 23, Stock-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required. ​ 37 Table of Contents Stock Price Performance The graph above compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 600 Information Technology Index and the Nasdaq Composite Index.
These share repurchases may take place from time to time, in the open market, through 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. The timing and total amount of repurchases is subject to the Company’s discretion. Item 6. Reserved. ​ ​ 38 Table of Contents
These share repurchases may take place from time to time, in the open market, through 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. The timing and total amount of repurchases is subject to the Company’s discretion. Item 6. Reserved. ​ ​ 39 Table of Contents
The graph assumes an initial investment of $100 in our common stock at the market close on June 28, 2021, which was our initial trading day. Data for the above indices assume reinvestment of dividends.
The graph assumes an initial investment of $100 in our common stock at the market close on June 28, 2021, which was our initial trading day. Data for the above indices assume reinvestment of dividends. Total return equals stock price appreciation plus reinvestment of dividends, where applicable.
Dividend Policy We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board at such time.
Such numbers do not include beneficial owners holding our securities through nominee names. Dividend Policy We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Repurchases of our common stock The following table provides information with respect to repurchases made by the Company during the three months ended December 31, 2023.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None for the quarterly period ending December 31, 2024. ​ 38 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Repurchases of our common stock The following table provides information with respect to repurchases made by the Company during the three months ended December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock and warrants trade on The Nasdaq Global Market under the symbols “PAYO” and “PAYOW,” respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on The Nasdaq Global Market under the symbol “PAYO”. Holders As of February 19, 2025, there were 204 holders of record of our common stock and 1 holder of record of our private warrants.
All repurchases listed below were made in the open market. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased 1 ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Progreams 2 ​ Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 2 October 1, 2023 - October 31, 2023 ​ 835,344 ​ $5.88 ​ 835,344 ​ $ 40,463,126 November 1, 2023 - November 30, 2023 ​ 1,067,640 ​ $5.50 ​ 1,067,640 ​ $ 34,594,358 December 1, 2023 - December 31, 2023 ​ 2,222,593 ​ $5.09 ​ 2,222,593 ​ $ 240,179,033 Total ​ 4,125,577 ​ ​ ​ 4,125,577 ​ ​ ________________________________________ (1) No shares were repurchased other than through a publicly announced plan or program.
All repurchases listed below were made in the open market. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased 1 ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2 ​ Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 2 October 1, 2024 - October 31, 2024 ​ 357,073 ​ $8.01 ​ 357,073 ​ $ 118,677 November 1, 2024 - November 30, 2024 ​ 192,634 ​ $10.37 ​ 192,634 ​ $ 116,678 December 1, 2024 - December 31, 2024 ​ 1,264,742 ​ $10.20 ​ 1,264,742 ​ $ 103,773 Total ​ 1,814,449 ​ ​ ​ 1,814,449 ​ ​ ________________________________________ (1) No shares were repurchased other than through a publicly announced plan or program.
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Holders As of February 21, 2024, there were 225 holders of record of our common stock, 1 holder of record of our private warrants, and 1 holder of record of our public warrants. Such numbers do not include beneficial owners holding our securities through nominee names.
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The payment of any cash dividends will be within the discretion of the Board at such time.
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Stock Price Performance The graph above compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 600 Information Technology Index and the Nasdaq Composite Index.
Removed
Total return equals stock price appreciation plus reinvestment of dividends, where applicable. 37 Table of Contents Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings None for the quarterly period ending December 31, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

94 edited+26 added−37 removed46 unchanged
Biggest changeResults of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Increase (Decrease) (in thousands) ​ 2023 2022 2021 2023 ​ 2022 ​ Revenues ​ $ 831,103 ​ $ 627,623 ​ $ 473,403 32 % 33 % Transaction costs (Exclusive of depreciation and amortization shown separately below) (1) ​ 122,291 ​ 110,165 ​ 101,476 11 % 9 % Other operating expenses ​ 160,609 ​ 149,199 ​ 124,649 8 % 20 % Research and development expenses ​ 119,197 ​ 115,041 ​ 80,760 4 % 42 % Sales and marketing expenses ​ 196,654 ​ 164,564 ​ 114,331 20 % 44 % General and administrative expenses ​ 100,929 ​ 90,010 ​ 64,399 12 % 40 % Depreciation and amortization ​ 27,814 ​ 20,858 ​ 17,997 33 % 16 % Total operating expenses ​ 727,494 ​ 649,837 ​ 503,612 12 % 29 % Operating income (loss) ​ 103,609 ​ (22,214) ​ (30,209) ** % (26) % Financial income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain from change in fair value of Warrants ​ ​ 17,359 ​ ​ 33,963 ​ ​ 11,824 ​ (49) % ​ 187 % Other financial income (expense), net ​ ​ 11,568 ​ ​ (10,131) ​ ​ (6,854) ​ ** % ​ 48 % Financial income, net ​ ​ 28,927 ​ ​ 23,832 ​ ​ 4,970 ​ 21 % ​ 380 % 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 ​ 8,711 189 % 56 % Share in losses of associated company ​ — ​ 2 ​ 37 ** % (95) % Net income (loss) ​ $ 93,333 ​ $ (11,970) ​ $ (33,987) ** % (65) % ** Not meaningful (1) In 2023, 2022, and 2021 interest expense and fees associated with related party transaction were $1.8, $1.5, and $0.2 million respectively. ​ 44 Table of Contents Year ended December 31, 2023 Compared to the year ended December 31, 2022 Revenues Revenues were $831.1 million for the year ended December 31, 2023, an increase of $203.5 million, or 32%, compared to $627.6 million for the year ended December 31, 2022.
Biggest changeFor the periods prior to full ownership and consolidation, our share in the results of operations is included as share in losses of associated company on our consolidated statements of comprehensive income (loss). 44 Table of Contents Results of Operations ​ The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Increase (Decrease) (in thousands) ​ 2024 2023 2022 2024 ​ 2023 ​ Revenues ​ $ 977,716 ​ $ 831,103 ​ $ 627,623 18 % 32 % Transaction costs (Excluding depreciation and amortization shown separately below) (1) ​ 152,106 ​ 122,291 ​ 110,165 24 % 11 % Other operating expenses ​ 169,550 ​ 160,609 ​ 149,199 6 % 8 % Research and development expenses ​ 134,631 ​ 119,197 ​ 115,041 13 % 4 % Sales and marketing expenses ​ 211,839 ​ 196,654 ​ 164,564 8 % 20 % General and administrative expenses ​ 113,263 ​ 100,929 ​ 90,010 12 % 12 % Depreciation and amortization ​ 47,296 ​ 27,814 ​ 20,858 70 % 33 % Total operating expenses ​ 828,685 ​ 727,494 ​ 649,837 14 % 12 % Operating income (loss) ​ 149,031 ​ 103,609 ​ (22,214) 44 % ** % Financial income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain from change in fair value of Warrants ​ ​ 2,767 ​ ​ 17,359 ​ ​ 33,963 ​ (84) % ​ (49) % Loss on Warrant repurchase/redemption ​ ​ (14,746) ​ ​ — ​ ​ — ​ ** % ​ ** % Other financial income (expense), net ​ ​ 2,419 ​ ​ 11,568 ​ ​ (10,131) ​ (79) % ​ ** % Financial income (expense), net ​ ​ (9,560) ​ ​ 28,927 ​ ​ 23,832 ​ ** % ​ 21 % Income before income taxes and share in losses of associated company ​ 139,471 ​ 132,536 ​ 1,618 5 % ** % Income taxes ​ 18,308 ​ 39,203 ​ 13,586 (53) % 189 % Share in losses of associated company ​ — ​ — ​ 2 ** % ** % Net income (loss) ​ $ 121,163 ​ $ 93,333 ​ $ (11,970) 30 % ** % ** Not meaningful (1) In 2024, 2023, and 2022 interest expense and fees associated with related party transaction were $1.4, $1.8, and $1.5 million respectively. ​ Year ended December 31, 2024 Compared to the year ended December 31, 2023 Revenues Revenues were $977.7 million for the year ended December 31, 2024, an increase of $146.6 million, or 18%, compared to $831.1 million for the year ended December 31, 2023.
Interest income (expense) from corporate cash and cash equivalents deposited in our accounts is also included under financial income, net, which vary based on cash and cash equivalents balances, and based on market rates. In addition, as a result of the reverse recapitalization transaction we completed with FTAC Olympus Acquisition Corp.
Interest income (expense) from corporate cash and cash equivalents deposited in our accounts is also included under financial income (expense), net, which vary based on cash and cash equivalents balances, and based on market rates. In addition, as a result of the reverse recapitalization transaction we completed with FTAC Olympus Acquisition Corp.
Income tax We are in a taxable income position in the U.S. and in certain foreign jurisdictions, for which there are income taxes recorded. In addition, we record expenses associated with uncertain income tax positions.
Income taxes We are in a taxable income position in the U.S. and in certain foreign jurisdictions, for which there are income taxes recorded. In addition, we record expenses associated with uncertain income tax positions.
Payoneer’s financial stack makes it easier for millions of SMBs, 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.
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.
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 million of our common stock, including any applicable excise tax.
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.
Our long-term strategy is centered on growing the number of customers on our platform who fit our ideal customer profile, 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.
Our long-term strategy is centered on growing the number of 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.
The majority of our revenue is recognized and collected upon the completion of the underlying transaction. In some cases, revenues are collected through intermediaries. For more information on our revenue recognition policies, see note 2r. of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The majority of our revenue is recognized and collected upon the completion of the underlying transaction. In some cases, revenues are collected through intermediaries. For more information on our revenue recognition policies, see note 2s. of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
We remain focused on increasing our penetration in these markets through new customer acquisition and from driving increased adoption of these and other services, such as our card product, with our existing customers. ​ As we meet more of the needs of our customers, we expect to grow the revenues we earn from customers and to drive improved retention.
We remain focused on increasing our penetration in these markets through new customer acquisition and from driving increased adoption of these and other services, such as our card product. ​ As we meet more of the needs of our customers, we expect to grow the revenues we earn from customers and to drive improved retention.
The evolving conflict is likely to impact economic activity in the region and could impact revenues from customers located in Israel.
The evolving conflict is likely to continue to impact economic activity in the region and could impact revenues from customers located in Israel.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of 2023 results as compared to 2022 results. For a discussion of the 2022 results as compared to 2021 results, refer to Part I, Item 7 of our Form 10-K filed with the SEC on February 28, 2023.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of 2024 results as compared to 2023 results. For a discussion of the 2023 results as compared to 2022 results, refer to Part I, Item 7 of our Form 10-K filed with the SEC on February 28, 2024.
Any further escalation, expansion, or prolonged continuation of the ongoing conflict has the potential to impact our operations locally as well as to negatively impact the broader global economy and may have a material effect on our 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.
To a lesser extent, we generate revenue through the collection of fees, mainly fees charged when payments are made into a customer’s account, and bank transfer fees, which are fees charged when one of Payoneer’s enterprise customers uses Payoneer to send a payment directly into the bank account of a small business or individual that does not have an account on our platform.
To a lesser extent, we generate revenue through the collection of fees, such as fees charged when payments are made into a customer’s account, and bank transfer fees, which are fees charged when one of Payoneer’s enterprise customers uses Payoneer to send a payment directly into the bank account of a small business or individual that does not have an account on our platform.
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 audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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 audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 52 Table of Contents
Our ability to continue to grow our revenues is dependent on our ability to continue to grow our customer base and to drive increased adoption of our B2B, Checkout, and other differentiated offerings. ​ Macroeconomic Trends .
Our ability to continue to grow our revenues is dependent on our ability to continue to grow our customer base and to drive increased adoption of our B2B, Checkout, card products and other differentiated offerings. ​ Macroeconomic Trends .
Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 60% of our global employee base is located in Israel, including approximately 80% 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.
Additionally, our technology infrastructure has redundancy in place outside of Israel. Approximately 55% of our global employee base is located in Israel, including approximately 78% 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.
With a multi-currency Payoneer Account, businesses around the world can serve and transact with their overseas customers, suppliers, vendors, 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 locally.
With a multi-currency Payoneer Account, businesses and entrepreneurs around the world can serve and transact with their overseas customers, suppliers, vendors, and 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.
Goodwill: The valuation of assets acquired in a business combination require the use of significant estimates and assumptions.
Goodwill: The valuation of assets acquired in a business combination requires the use of significant estimates and assumptions.
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 $66.0 billion, $59.7 billion, and $55.4 billion in volume during the years ended December 31, 2023, 2022, and 2021, respectively.
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 $80.1 billion, $66.0 billion, and $59.7 billion in volume during the years ended December 31, 2024, 2023, and 2022, respectively.
Allowance for Capital advance (CA) losses: We have established an allowance for CA losses (ALCAL), which represents our estimate of current expected credit losses inherent in our portfolio.
Allowance for Capital advance (“CA”) losses: We have established an allowance for CA losses (“ALCAL”), which represents our estimate of current expected credit losses inherent in our portfolio.
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 December 31, 2023, we had $617.0 million of cash and cash equivalents.
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 December 31, 2024, we had $497.5 million of cash and cash equivalents.
The situation in the region remains highly uncertain and there is the possibility that the conflict 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.
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.
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 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.
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 following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. Revenue The majority of our revenues are generated from transaction fees, which vary based on the type of service the customer utilizes.
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Revenue The majority of our revenues are generated from transaction fees, which vary based on the type of service the customer utilizes.
Our revenue derived from customers based in Israel was insignificant for the year ended December 31, 2023 and is included within revenues from Europe in Note 17 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our revenue derived from customers based in Israel was insignificant for the year ended December 31, 2024 and is included within revenues from Europe, Middle East, and Africa within Note 20 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
(“PEPI”), our wholly-owned second tier subsidiary and its subsidiary (the “Borrower”) entered into a multi-party Receivables Loan and Security Agreement (the “Warehouse Facility”) with, inter alia, affiliates of Viola Ventures. The objective was to provide access to external financing for our capital advance activity.
On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), our wholly-owned second tier subsidiary and its subsidiary (the “Borrower”) entered into a multi-party Receivables Loan and Security Agreement (the “Warehouse Facility”) with, inter alia, affiliates of Viola Ventures. The objective was to provide access to external financing for our capital advance activity.
Amounts for the years ended December 31, 2022 and 2021 relate to a non-recurring fair value adjustment of a liability related to our 2020 acquisition of optile. ​ (4) Changes in the estimated fair value of the warrants are recognized as gain or loss on the statements of comprehensive income (loss).
Amounts for the year ended December 31, 2022 relate to a non-recurring fair value adjustment of a liability related to our 2020 acquisition of Optile. (3) Changes in the estimated fair value of the public warrants are recognized as gain or loss on the consolidated statements of comprehensive income.
Macroeconomic Conditions 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, local political instability, global health crises, supply chain dislocations, regional and other conflicts, including the ongoing war in Ukraine and the Israel-Hamas war, disruptions and instability in the banking sector, may impact our customers, providers, banking partners and ultimately the amount of volume processed on our platform which may affect our results of operations.
Macroeconomic Conditions 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, trade policies (including 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, as well as evolving changes to trade policies (including tariffs) particularly in the U.S, 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.
Our financial stack provides a full suite of cross-border accounts receivable (AR) and accounts payable (AP) capabilities, and includes services such as working capital and the provision of data-driven insights. Payoneer’s core value proposition is that we remove the complexity and barriers of doing business across borders for our customers.
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.
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.
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.
We also acquired the assets of a real-time data platform to support underwriting decisions in our working capital business. ​ We believe there are additional opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver additional value to more customers more quickly by supplementing our organic product development with targeted acquisitions that add new capabilities or deeper geographic penetration. ​ Components of Results of Operations The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements.
We believe there are additional opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver additional value to more customers more quickly by supplementing our organic product development with targeted acquisitions that add new capabilities, regulatory infrastructure or geographic expansion. ​ Components of Results of Operations The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements.
In January 2023, through our subsidiary Payoneer Research and Development Ltd., we acquired all remaining interests in the joint venture from other partners, and intend to dissolve the entity.
In January 2023, through our subsidiary Payoneer Research and Development Ltd., we acquired all remaining interests in the joint venture from other partners, and in February 2025, formally deregistered the entity.
Transaction costs Transaction costs mainly consist of fees paid to the banks, processors and networks that process payments to and from the Payoneer platform, costs to acquire currencies, card supply costs, losses related to certain of our services, and expenses related to the outstanding balance associated with the Warehouse Facility (as described in greater detail under “— Liquidity”).
Transaction costs Transaction costs mainly consist of fees paid to the banks, processors and networks that process payments to and from the Payoneer platform, costs to acquire currencies, card supply costs, losses related to certain of our services, and expenses related to the outstanding balance associated with the Warehouse Facility (for which the scheduled revolving period is now expired as described in greater detail below under “— Liquidity and Capital Resources”).
These agreements govern how we provide services to SMBs and individuals receiving payments from those marketplaces, or how we provide services to the marketplace directly, or a combination of both. Some agreements have exclusivity arrangements with a defined term length.
These agreements govern how we provide services to SMBs and individuals receiving payments from those marketplaces, or how we provide services to the marketplace directly, or a combination of both. Some agreements have exclusivity arrangements with a defined term length, and in a few instances, we compensate the marketplace with structured incentives tied to the overall economics of the relationship.
General and administrative expenses General and administrative expenses were $100.9 million for the year ended December 31, 2023, an increase of $10.9 million, or 12%, compared to $90.0 million for the year ended December 31, 2022.
General and administrative expenses General and administrative expenses were $113.3 million for the year ended December 31, 2024, an increase of $12.3 million, or 12%, compared to $100.9 million for the year ended December 31, 2023.
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.
Business,” and the accompanying Consolidated Financial Statements and related Notes included elsewhere in this Report. 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.
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.
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.
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.
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.
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.
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. 49 Table of Contents 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.
Cash Flows ​ The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2023 2022 2021 Net cash provided by operating activities ​ $ 159,489 ​ $ 83,960 ​ $ 20,015 Net cash provided by (used in) investing activities ​ (44,254) ​ 5,734 ​ 10,156 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) Change in cash, cash equivalents, restricted cash and customer funds ​ $ 631,647 ​ $ 1,548,287 ​ $ 1,425,144 ​ Operating Activities Net cash provided by operating activities was $159.5 million for the year ended December 31, 2023, an increase of $75.5 million compared to $84.0 million for the year ended December 31, 2022.
Cash Flows ​ The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2024 2023 2022 Net cash provided by operating activities ​ $ 176,925 ​ $ 159,489 ​ $ 83,960 Net cash provided by (used in) investing activities ​ (1,961,267) ​ (44,254) ​ 5,734 Net cash provided by financing activities ​ 427,773 ​ 511,954 ​ 1,461,312 Effect of exchange rate changes on cash and cash equivalents ​ (3,588) ​ 4,458 ​ (2,719) Change in cash, cash equivalents, restricted cash and customer funds ​ $ (1,360,157) ​ $ 631,647 ​ $ 1,548,287 ​ Operating Activities Net cash provided by operating activities was $ 176.9 million for the year ended December 31, 2024, an increase of $ 17.4 million compared to $159.5 million for the year ended December 31, 2023.
The remaining increase was driven by a combination of growth in the number of customers on our platform, ongoing growth in high take rate regions, certain monetization initiatives and continued adoption of our high value services.
This growth in SMB revenue was driven by continued adoption of our high value services, certain monetization initiatives, ongoing growth in high value regions, and growth in the number of customers on our platform.
Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims, litigation, or other enforcements and may revise our estimates.
Because of uncertainties related to these matters, the estimate of the contingent liability is based only on the best information available at the time. As additional information becomes available, we reassess the potential liability and may revise our estimates.
Some services, such as virtual commercial cards, typically generate higher transaction fees from a dollar of volume than if that same dollar was withdrawn to a customer’s bank account.
Some services, such as virtual commercial cards, typically generate higher transaction fees from a dollar of volume than if that same dollar was withdrawn to a customer’s bank account. ​ We generate significant revenues from interest earned on customer funds held on our platform.
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.
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.
Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts. ​ ​ ​ 51 Table of Contents Loss contingencies: We are a party to certain legal and regulatory proceedings with respect to a variety of matters.
Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts.
Income taxes: Calculating our tax provision requires us to make estimates regarding the timing and amount of taxable and deductible items which will adjust pretax income earned in various tax jurisdictions.
Changes in judgments with respect to these assumptions and estimates could impact the amount of revenue recognized. 51 Table of Contents Income taxes: Calculating our tax provision requires us to make estimates regarding the timing and amount of taxable and deductible items which will adjust pretax income earned in various tax jurisdictions.
The amounts relate to legal and professional services associated with the Reorganization. ​ (3) Amounts for the year ended December 31, 2023 relate to M&A-related third-party fees, including related legal, consulting and other expenditures.
(2) Amounts for the years ended December 31, 2024 and 2023 relate to M&A-related third-party fees, including related legal, consulting and other expenditures.
Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2023 2022 2021 Net income (loss) ​ $ 93,333 ​ $ (11,970) ​ $ (33,987) Depreciation and amortization ​ 27,814 ​ 20,858 ​ 17,997 Taxes on income ​ 39,203 ​ 13,586 ​ 8,711 Other financial (income) expense, net ​ (11,568) ​ 10,131 ​ 6,854 EBITDA ​ 148,782 ​ 32,605 ​ (425) Stock based compensation expenses (1) ​ 65,767 ​ 52,150 ​ 37,012 Reorganization related expenses (2) ​ ​ — ​ ​ — ​ ​ 5,087 Share in losses of associated company ​ ​ — ​ ​ 2 ​ ​ 37 M&A related expenses (income) (3) ​ 3,468 ​ (2,323) ​ (1,721) Gain from change in fair value of Warrants (4) ​ ​ (17,359) ​ ​ (33,963) ​ ​ (11,824) Restructuring charges (5) ​ ​ 4,488 ​ ​ — ​ ​ — Adjusted EBITDA ​ $ 205,146 ​ $ 48,471 ​ $ 28,166 (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. 49 Table of Contents ​ (2) Represents the non-recurring reorganizational costs that were not recorded as a reduction of additional paid in capital.
Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (in thousands) ​ 2024 2023 2022 Net income (loss) ​ $ 121,163 ​ $ 93,333 ​ $ (11,970) Depreciation and amortization ​ 47,296 ​ 27,814 ​ 20,858 Income taxes ​ 18,308 ​ 39,203 ​ 13,586 Other financial (income) expense, net ​ (2,419) ​ (11,568) ​ 10,131 EBITDA ​ 184,348 ​ 148,782 ​ 32,605 Stock based compensation expenses (1) ​ 64,787 ​ 65,767 ​ 52,150 Share in losses of associated company ​ ​ — ​ ​ — ​ ​ 2 M&A related expenses (income) (2) ​ 9,439 ​ 3,468 ​ (2,323) Gain from change in fair value of Warrants (3) ​ ​ (2,767) ​ ​ (17,359) ​ ​ (33,963) Loss on Warrant repurchase/redemption (4) ​ ​ 14,746 ​ ​ — ​ ​ — Restructuring charges (5) ​ ​ — ​ ​ 4,488 ​ ​ — Adjusted EBITDA ​ $ 270,553 ​ $ 205,146 ​ $ 48,471 (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.
Seasonality Given the diverse nature of our customers and their businesses, Payoneer’s revenues experience seasonal fluctuations as a result of consumer and business spending patterns. Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Key Factors Affecting Our Performance Continued Growth of Digital Commerce.
Historically, we have seen revenues increase in the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Key Factors Affecting Our Performance Continued Growth of Digital Commerce.
Further, we provide incentive payments to customers, including marketplace platforms, and merchants, which require judgment to determine whether the payments should be recorded as a reduction to gross revenue. Changes in judgments with respect to these assumptions and estimates could impact the amount of revenue recognized.
Further, we provide incentive payments to customers, including marketplace platforms, and merchants, which require judgment to determine whether the payments should be recorded as a reduction to gross revenue.
Sales and marketing expenses Sales and marketing expenses were $196.7 million for the year ended December 31, 2023, an increase of $32.1 million, or 20%, compared to $164.6 million for the year ended December 31, 2022.
Sales and marketing expenses Sales and marketing expenses were $ 211.8 million for the year ended December 31, 2024, an increase of $ 15.2 million, or 8 % , compared to $196.7 million for the year ended December 31, 2023.
Expenses were also impacted by a $5.9 million increase in information technology expenses, and the impact of a $2.5 million increase in third party contract and consultancy expenses. This was offset by an increase of $25.4 million in the amount of payroll and third-party related costs capitalized as internal use software.
This was partially offset by an increase of $9.2 million in the amount of payroll and third-party related costs capitalized as internal use software.
The impairment evaluation for goodwill utilizes a qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The qualitative factors may include, but are not limited to, macroeconomic conditions, industry and market conditions, operating environment, financial performance and other relevant events, which are inherently subject to estimation.
The qualitative factors may include, but are not limited to, macroeconomic conditions, industry and market conditions, operating environment, financial performance and other relevant events, which are inherently subject to estimation.
Federal Reserve raised the benchmark interest rate by 525 basis points since 2022. While there remains a great deal of uncertainty around the future timing and magnitude of interest rate cuts, we do expect to see a negative impact from declining interest rates over the medium-term.
Federal Reserve cut the benchmark interest rate by 100 basis points to a target range of 425 to 450 basis points. 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.
We evaluate the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which we are a party and accrue a loss contingency when the loss is probable and reasonably estimable. These judgments are subjective based on the status of the legal or regulatory proceedings, the merits of its defenses and consultation with in-house and external legal counsel.
Loss contingencies: We are a party to certain legal and regulatory proceedings with respect to a variety of matters. We evaluate the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which we are a party and accrue a loss contingency when the loss is probable and reasonably estimable.
While at the same time, we saw a significant rebound in global travel, as restrictions were eased globally. For the years ended December 31, 2023, 2022 and 2021, total volume increased by 11%, 8% and 27% on a year-over-year basis, respectively. Multiple Acquisition Channels Allow Us to Add Customers, Including Those That Meet Our Ideal Customer Profile.
In 2024, we have seen e-commerce growth accelerate, as macroeconomic conditions and consumer sentiment have improved. For the years ended December 31, 2024, 2023 and 2022, total volume increased by 21%, 11% and 8% on a year-over-year basis, respectively. Multiple Acquisition Channels Allow Us to Add Customers, Including Those That Meet Our Ideal Customer Profile.
Net income (loss) For a discussion regarding our net income position in 2023 and net loss position in 2022, please refer to the Liquidity and Capital Resources section below.
These impacts were partially offset by additional expense for unrecognized tax benefits. Net income For a discussion regarding our net income position in 2024 and 2023, please refer to the Liquidity and Capital Resources section below.
Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in which we operate, our judgments may differ materially from the actual outcomes.
As additional information becomes available, we reassess the potential liability related to pending claims, litigation, or other enforcements and may revise our estimates. Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in which we operate, our judgments may differ materially from the actual outcomes.
While the revenues we generate directly from our marketplace relationships are not significant, material changes to the terms that govern these relationships or the termination of those relationships could materially impact our revenues, expenses, and earnings. 41 Table of Contents We benefit from a local presence and significant expertise in the markets in which our customers operate.
These incentive structures can apply throughout the contract term or through only a portion of the term. While the revenues we generate directly from our marketplace relationships are not significant, material changes to the terms that govern these relationships or the termination of those relationships could materially impact our revenues, expenses, and earnings.
The increase was driven primarily by an increase in amortization of internal use software costs. Financial income, net Financial income, net was $28.9 million for the year ended December 31, 2023, an increase of $5.1 million, or 21%, compared to $23.8 million for the year ended December 31, 2022.
Depreciation and amortization expenses Depreciation and amortization expenses were $47.3 million for the year ended December 31, 2024, an increase of $19.5 million, or 70%, compared to $27.8 million for the year ended December 31, 2023. The increase was driven primarily by an increase in amortization of internal use software costs.
We collaborate with many partners around the world, including local logistics firms, accounting firms, marketing companies and others, and these serve as a valuable acquisition channel for our business. We also integrate our services into software platforms, including accounting software providers, and with banks and other local payment providers.
We benefit from a local presence and significant expertise in the markets in which our customers operate. We collaborate with many partners around the world, including local logistics firms, accounting firms, marketing companies and others, and these serve as a valuable acquisition channel for our business.
For our B2B and DTC customers, we also in certain circumstances generate revenue on their AR, such as when they invoice a customer or collect payments via their webstore. Additionally, as interest rates have risen throughout 2022 and 2023, interest earned on customer funds held on our platform has been a significant source of revenue.
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.
(“FTOC”) in 2021 (the “Reorganization”, further description in Note 1 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K), we acquired warrants that are exercisable for shares of our common stock. These warrants are classified as a liability and remeasured at period end and the corresponding mark-to-market adjustment is included in financial income, net.
These warrants were repurchased and redeemed in full in September 2024 (Refer to Note 18 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K for details), but prior to repurchase and redemption were classified as a liability and remeasured at period end and the corresponding mark-to-market adjustment were included in financial income (expense), net.
Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable.
Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Inc. for the period prior to the Closing Date (as defined below) and to Payoneer Global Inc. for the period thereafter.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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 other sections of this Annual Report, including “Item 1.
Income tax Income tax expense was $39.2 million for the year ended December 31, 2023, an increase of $25.6 million, or 189%, compared to $13.6 million for the year ended December 31, 2022.
Income taxes Income tax expense was $18.3 million for the year ended December 31, 2024, a decrease of $20.9 million, or 53%, compared to $39.2 million for the year ended December 31, 2023.
For the year ended December 31, 2023, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue.
We have continued to provide services to customers located in Ukraine and our revenues in Ukraine have remained relatively stable. For the years ended December 31, 2024 and 2023, Ukraine and Belarus, combined, accounted for less than 10% of our revenue, of which Belarus accounted for less than 1% of our revenue, respectively.
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 and capital expenditure requirements for at least the next twelve months.
Liquidity and Capital Resources The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 46 Table of Contents 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 and capital expenditure requirements for at least the next twelve months.
This increase was driven primarily by an increase of $19.4 million in employee compensation, benefits and other employee-related expenses as a result of an increase in average employee headcount, which was partially offset by the impact of our workforce reduction plan discussed above.
This increase was driven primarily by an increase of $19.5 million in employee compensation, benefits and other employee-related expenses as a result of an increase in average employee headcount, a $2.1 million increase in information technology expenses, and a $1.7 million increase in third-party contractor expenses.
Volume grew by $6.3 billion, or 11% compared to the year ended December 31, 2022. The increase in revenues was primarily driven by interest income earned on customer balances resulting from rising interest rates and an increase in customer balances held on our platform.
The remaining increase in revenues was driven by an increase of $26.2 million in interest income earned on customer balances resulting from modestly higher interest rates and an increase in customer balances held on our platform compared to the prior year period.
This increase was primarily driven by an increase of $11.9 million in interest income on corporate cash balances and $9.2 million from revaluation of foreign currency balances, partially offset by the gain from revaluation of warrant liabilities that was $16.6 million less in the current period compared to the prior period.
The change was primarily driven by a $14.7 million loss from the warrant repurchase and redemption transaction in 2024, as well as a gain on revaluation of warrant liabilities (prior to repurchase and redemption) that was $14.6 million lower in the current year period compared to prior year, as well as a $9.9 million increase in loss on revaluation of foreign currency balances.
The amended authorization expires December 31, 2025. During the year ended December 31, 2023, we repurchased 11,064,692 shares of our common stock for approximately $56.9 million, of which $1.5 million was not yet settled at period end. As of December 31, 2023, a total of approximately $240 million remained available for future repurchases of our common stock under the program.
The amended authorization expires on December 31, 2025. During the year ended December 31, 2024, we repurchased 24,807,647 shares of our common stock for approximately $136.8 million, of which $0.8 million was not yet settled at period end.
Financing Activities Net cash provided by financing activities was $512.0 million for the year ended December 31, 2023, a decrease of $949.4 million compared to $1.46 billion for the year ended December 31, 2022, primarily driven by a lower increase in customer balances during the current year compared to the prior year.
Financing Activities Net cash provided by financing activities was $427.8 million for the year ended December 31, 2024, a decrease of $84.2 million compared to net cash provided by financing activities of $512.0 million for the year ended December 31, 2023.
In 2022 and 2023, we saw e-commerce growth rates normalizing to pre-pandemic levels as (i) consumers shifted from goods to services consumption following the loosening pandemic restrictions, (ii) rising inflation in many economies and the impact of higher interest rates set by many central banks impacted consumer and business spending behavior and (iii) ongoing supply chain disruptions impacted the pricing and availability of goods.
In 2022 and 2023, we saw e-commerce growth rates normalizing to pre-pandemic levels due to a combination of macroeconomic factors, including supply chain disruptions, inflation and higher interest rates, and consumers shifting spending preferences from goods to services, including travel, following the loosening of pandemic restrictions.
Lease Commitments We have entered into various non-cancelable leases for certain offices and vehicles with contractual lease periods expiring between 2024 and 2035. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ ​ ​ More than (in thousands) ​ Total 1 year 1-3 years 3-5 years 5 years Operating leases ​ $ 31,491 ​ $ 7,050 ​ $ 8,223 ​ $ 3,846 ​ $ 12,372 ​ Off-Balance Sheet Arrangements As of the balance sheet dates of December 31, 2023 and December 31, 2022, we have not engaged in any off-balance sheet arrangements, as defined by Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or cash flows.
Off-Balance Sheet Arrangements As of the balance sheet dates of December 31, 2024 and December 31, 2023, we have not engaged in any off-balance sheet arrangements, as defined by Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or cash flows.
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 more acquisitions to accelerate our ability to deliver more value to customers around the world. ​ ​ ​ 39 Table of Contents Key Development and Trends Repurchase Program On May 7, 2023, our Board of Directors authorized a stock repurchase program for the repurchase of up to $80 million of our common stock, including any applicable excise tax.
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. 40 Table of Contents Key Development and Trends 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 regime.
Other operating expenses Other operating expenses were $160.6 million for the year ended December 31, 2023, an increase of $11.4 million, or 8%, compared to $149.2 million for the year ended December 31, 2022. This increase was driven primarily by an increase of $10.7 million in third-party contractors and consulting expenses.
Other operating expenses Other operating expenses were $169.6 million for the year ended December 31, 2024, an increase of $8.9 million, or 6%, compared to $160.6 million for the year ended December 31, 2023.
In addition, there was an increase of $4.7 million in information technology expenses partially offset by various cost savings of $3.0 million. Research and development expenses Research and development expenses were $119.2 million for the year ended December 31, 2023, an increase of $4.2 million, or 4%, compared to $115.0 million for the year ended December 31, 2022.
Research and development expenses Research and development expenses were $134.6 million for the year ended December 31, 2024, an increase of $15.4 million, or 13%, compared to $119.2 million for the year ended December 31, 2023.
The impact is removed from EBITDA as it represents market conditions that are not in our control. ​ (5) We initiated a plan to reduce our workforce during the year ended December 31, 2023 and had non-recurring costs related to severance and other employee termination benefits.
(5) We initiated a plan to reduce our workforce during the year ended December 31, 2023 and had non-recurring costs related to severance and other employee termination benefits. 50 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
These partnerships enable us to offer better service to our customers and to cost-effectively acquire new customers. Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base. ​ Expanding our Addressable Market and Driving Increased Adoption of Higher Take Rate Products and Services.
Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base. ​ 42 Table of Contents Expanding our Addressable Market and Driving Increased Adoption of our Financial Stack.
These costs are net of any rebate programs with banks and processors, such as volume rebates. Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase, while certain of our products and services, such as our commercial card or checkout product and certain markets drive higher transaction costs.
Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase, while certain of our products and services, such as our commercial card or checkout product, certain billing services and increases in flows in certain markets drive higher transaction costs. 43 Table of Contents We are exposed to potential transaction losses such as credit or debit collections losses, recalled payments, card negative balances and chargebacks and capital advance losses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency Risk While most of our revenue is earned in U.S. dollars, our foreign currency exposure includes currencies held in the countries in which our operations are located as well as currencies in which our customer funds are held and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Chinese Yuan, Australian Dollar, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Bangladeshi Taka, Pakistani Rupee, UAE Dirham, Pound Sterling, Indonesian Rupiah, South Korean Won, Mexican Peso, Polish Zloty, Vietnamese Dong and Hong Kong Dollar.
Biggest changeOur 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, British Pound, Japanese Yen, Chinese Yuan, Canadian Dollar, New Israeli Shekel, Philippine Peso, Indian Rupee, Mexican Peso, Pakistani Rupee, South Korean Won, Malaysian Ringgit, Saudi Riyal, Thai Baht, Turkish Lira, and Hong Kong Dollar.
As of the years ended December 31, 2023 and 2022, 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.
As of the years ended December 31, 2024 and 2023, 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. ​ ​ 52 Table of Contents
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. ​ ​ 53 Table of Contents
The fair value of our cash and cash equivalents as well as customer funds would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments.
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 December 31, 2024, 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.
However, as of the years ended December 31, 2023 and 2022, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
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 years ended December 31, 2024 and 2023, respectively, a hypothetical 1% increase or decrease in interest rates could have a material effect on our revenues and earnings.
Removed
Interest Rate Sensitivity Our cash and cash equivalents as well as customer funds as of December 31, 2023, were held in cash deposits and money market funds.
Added
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.
Removed
Any future borrowings incurred under our Warehouse Facility would accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence (as described above), not to exceed 10.5% per annum for all outstanding balances.
Added
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.
Added
To reduce that risk, in January 2024, we began investing in foreign currency forward contracts and net purchased options, which are accounted for as cash flow hedges as described in Note 2e and Note 6 to our consolidated financial statements included elsewhere within this Annual Report on Form 10-K.
Added
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 December 31, 2024.

Other PAYO 10-K year-over-year comparisons