Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | MoneyLion Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 259,995,320 | ||
Entity Public Float | $ 249,555,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001807846 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39346 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-0849243 | ||
Entity Address, Address Line One | 30 West 21st Street | ||
Entity Address, Address Line Two | 9th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | (212) | ||
Local Phone Number | 300-9865 | ||
Entity Interactive Data Current | Yes | ||
Documents Incorporated by Reference | Documents Incorporated by Reference The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2023 , which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates. | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Austin, Texas | ||
Class A common stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Trading Symbol | ML | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value | |||
Document Information [Line Items] | |||
Trading Symbol | ML WS | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 115,864 | $ 201,763 |
Restricted cash, including amounts held by variable interest entities (VIEs) of $36,235 and $39,396 | 37,845 | 44,461 |
Consumer receivables | 169,976 | 153,741 |
Allowance for credit losses on consumer receivables | (24,841) | (22,323) |
Consumer receivables, net, including amounts held by VIEs of $113,963 and $92,796 | 145,135 | 131,418 |
Enterprise receivables | 19,017 | 6,002 |
Property and equipment, net | 2,976 | 1,801 |
Intangible assets, net | 194,247 | 25,124 |
Goodwill | 26,600 | 52,541 |
Other assets | 54,658 | 28,428 |
Total assets | 596,342 | 491,538 |
Liabilities: | ||
Secured loans | 88,617 | 43,591 |
Accounts payable and accrued liabilities | 58,129 | 36,868 |
Warrant liability | 337 | 8,260 |
Other debt, including amounts held by VIEs of $143,394 and $143,000 | 143,394 | 143,000 |
Other liabilities | 33,496 | 38,135 |
Total liabilities | 323,973 | 269,854 |
Commitments and contingencies (Note 16) | ||
Redeemable convertible preferred stock (Series A), $0.0001 par value; 45,000,000 and 0 shares authorized as of December 31, 2022 and December 31, 2021, respectively, 25,655,579 shares issued and outstanding as of December 31, 2022 and 0 shares issued and outstanding as of December 31, 2021 | 173,208 | |
Stockholders' equity : | ||
Class A Common Stock, $0.0001 par value; 2,000,000,000 shares authorized as of December 31, 2022 and December 31, 2021, 258,590,373 and 257,620,373 issued and outstanding, respectively, as of December 31, 2022 and 231,452,448 and 230,482,448 issued and outstanding, respectively, as of December 31, 2021 | 26 | 23 |
Additional paid-in capital | 766,814 | 701,234 |
Accumulated deficit | (657,979) | (469,873) |
Treasury stock at cost, 970,000 shares at March 31, 2022 and December 31, 2021 | (9,700) | (9,700) |
Total stockholders' equity | 99,161 | 221,684 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 596,342 | $ 491,538 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted cash, including amounts held by VIEs (in Dollars) | $ 36,235 | $ 39,396 |
Consumer receivables, net, including amounts held by VIEs ( in Dollars) | 113,963 | 92,796 |
Other debt, including amounts held by VIEs (in Dollars) | $ 143,394 | $ 143,000 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | |
Treasury stock, shares | 970,000 | 970,000 |
Redeemable convertible preferred stock (Series A) | ||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 45,000,000 | 0 |
Redeemable convertible preferred stock, shares issued | 25,655,579 | 0 |
Redeemable convertible preferred stock, outstanding | 25,655,579 | 0 |
Class A Common Stock [Member] | ||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 258,590,373 | 231,452,448 |
Common stock, shares outstanding | 257,620,373 | 230,482,448 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue | |||
Service and subscription revenue | $ 330,598 | $ 164,073 | |
Net interest income on loan receivables | 10,147 | 7,002 | |
Total revenue, net | 340,745 | 171,075 | |
Operating expenses | |||
Provision for credit losses on consumer receivables | 99,753 | 60,749 | |
Compensation and benefits | 99,603 | 45,693 | |
Marketing | 37,245 | 43,170 | |
Direct costs | 106,419 | 44,130 | |
Professional services | 32,650 | 19,847 | |
Technology-related costs | 21,536 | 9,210 | |
Other operating expenses | 42,216 | 21,628 | |
Total operating expenses | 439,422 | 244,427 | |
Net loss before other (expense) income and income taxes | (98,677) | (73,352) | |
Interest expense | (29,799) | (7,251) | |
Change in fair value of warrant liability | 7,923 | (39,629) | |
Change in fair value of subordinated convertible notes | (41,877) | ||
Change in fair value of contingent consideration from mergers and acquisitions | 41,254 | (10,838) | |
Goodwill impairment loss | (136,760) | ||
Other income | 1,359 | 3,519 | |
Net loss before income taxes | (214,700) | (169,428) | |
Income tax (benefit) expenses | (25,634) | 56 | |
Net loss | (189,066) | (169,484) | |
Net income attributable to redeemable noncontrolling interests | (12,776) | ||
(Accrual) / reversal of dividends on preferred stock | (6,880) | 42,728 | |
Net loss attributable to common shareholders | $ (195,946) | $ (139,532) | |
Net loss per share attributable to common stockholders - basic | [1],[2] | $ (0.81) | $ (1.44) |
Net loss per share attributable to common stockholders - diluted | [1],[2] | $ (0.81) | $ (1.44) |
Weighted-average common shares outstanding - basic | [1],[2] | 241,695,859 | 97,158,738 |
Weighted average shares used in computing net loss per share, diluted | [1],[2] | 241,695,859 | 97,158,738 |
[1] Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock or Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $ 56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 1 Months Ended |
Sep. 30, 2021 | |
Income Statement [Abstract] | |
Common stock exchange ratio | 16.4078 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock (Series A) | Redeemable Convertible Preferred Stock | Redeemable Noncontrolling Interests | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Class A Common Stock | |
Balances at Dec. 31, 2020 | $ (328,629) | $ 288,183 | $ 71,852 | $ (327,629) | $ (1,000) | ||||
Balances (in Shares) at Dec. 31, 2020 | [1] | 116,264,374 | 47,870,720 | ||||||
Stock-based compensation | 5,039 | $ 5,039 | |||||||
Exercise of stock options and warrants and vesting of RSUs | 252 | 252 | |||||||
Exercise of stock options and warrants and vesting of RSUs (in Shares) | [1] | 788,774 | |||||||
Issuance of options and preferred stock in connection with ML Enterprise Acquisition, net working capital adjustments | (9,700) | (9,700) | |||||||
Conversion of preferred stock to common stock | 302,475 | $ (302,475) | 250,761 | 51,702 | $ 12 | ||||
Conversion of preferred stock to common stock -Shares | [1] | (116,264,374) | 116,264,374 | ||||||
Accrued dividends on redeemable convertible preferred stock | (14,292) | $ 14,292 | (2,606) | (11,686) | |||||
Reverse capitalization on September 22, 2021 | 438,959 | 437,948 | 1,000 | $ 11 | |||||
Reverse capitalization on September 22, 2021 (in Shares) | [1] | 62,223,940 | |||||||
Redemption of common stock | (9,700) | (9,700) | |||||||
Redemption of common stock (in Shares) | [1] | (970,000) | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 302,475 | $ (302,475) | 250,761 | 51,702 | $ 12 | ||||
Issuance of common stock in connection with the acquisition of Malka Media Group LLC | 21,766 | 21,766 | |||||||
Issuance of common stock in connection with the acquisition of Malka Media Group LLC (in Shares) | 4,181,441 | ||||||||
Issuance of common stock in connection with business contracts | 815 | 815 | |||||||
Issuance of common stock in connection with business contracts (in Shares) | 123,199 | ||||||||
Redemption of stock options | (12,741) | (12,741) | |||||||
Contributions from redeemable noncontrolling interests | 53,000 | ||||||||
Redemptions by redeemable noncontrolling interests | (127,391) | ||||||||
Distributions to redeemable noncontrolling interests | (10,237) | ||||||||
Net income (loss) | (182,260) | (182,260) | |||||||
Net income attributable to redeemable noncontrolling interests | (12,776) | $ 12,776 | |||||||
Balances at Dec. 31, 2021 | 221,684 | 701,234 | (469,873) | (9,700) | $ 23 | ||||
Balance (in Shares) at Dec. 31, 2021 | [1] | 230,482,448 | |||||||
Balances at Dec. 31, 2021 | 221,684 | 701,234 | (469,873) | (9,700) | $ 23 | ||||
Stock-based compensation | 19,603 | 19,603 | |||||||
Exercise of stock options and warrants and vesting of RSUs | 2,399 | 2,398 | $ 1 | ||||||
Exercise of stock options and warrants and vesting of RSUs (in Shares) | 8,849,639 | ||||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC | 22,250 | 22,248 | $ 2 | ||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC (in Shares) | 15,242,076 | ||||||||
Issuance of options and preferred stock in connection with ML Enterprise Acquisition, net working capital adjustments | 8,960 | $ 193,465 | 8,960 | ||||||
Issuance of options and preferred stock in connection with ML Enterprise Acquisition, net working capital adjustments (in Shares) | 28,656,121 | ||||||||
Conversion of preferred stock to common stock | 20,257 | $ (20,257) | 20,257 | ||||||
Conversion of preferred stock to common stock -Shares | (3,000,542) | 3,000,542 | |||||||
Accrued dividends on preferred stock | (6,880) | 6,880 | |||||||
Accrued dividends settled in common stock | 81 | 81 | |||||||
Accrued dividends settled in common stock, shares | 45,668 | ||||||||
Redemption of common stock | 8,960 | $ 193,465 | 8,960 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 20,257 | (20,257) | 20,257 | ||||||
Other | (127) | (1,087) | 960 | ||||||
Net income (loss) | (189,066) | (189,066) | |||||||
Balances at Dec. 31, 2022 | $ 99,161 | $ 173,208 | $ 766,814 | $ (657,979) | $ (9,700) | $ 26 | |||
Balance (in Shares) at Dec. 31, 2022 | 25,655,579 | 257,620,373 | |||||||
[1] Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. |
Statement - Consolidated Statem
Statement - Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders' Equity (Deficit) (Parenthetical) | 1 Months Ended |
Sep. 30, 2021 | |
Class A Common Stock [Member] | |
Exchange ratio | 16.4078 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (189,066) | $ (169,484) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Provision for losses on receivables | 99,753 | 60,749 |
Depreciation and amortization expense | 21,673 | 2,392 |
Change in deferred fees and costs, net | 2,017 | 1,827 |
Change in fair value of warrants | (7,923) | 39,629 |
Change in fair value of subordinated convertible notes | 41,877 | |
Change in fair value of contingent consideration from mergers and acquisitions | (41,254) | 10,838 |
Gain on loan forgiveness | (3,207) | |
Gains on foreign currency translation | 18 | (431) |
Expenses related to debt modification and prepayments | 730 | |
Goodwill impairment loss | 136,760 | |
Stock compensation expense | 19,603 | 5,039 |
Deferred income taxes | (26,020) | |
Changes in assets and liabilities, net of effects of business combination: | ||
Accrued interest receivable | 4 | (449) |
Enterprise receivables | (3,152) | (5,489) |
Other assets | (14,908) | (11,561) |
Accounts payable and accrued liabilities | 5,059 | 11,127 |
Other liabilities | 67 | 8,574 |
Net cash provided by (used in) operating activities | 3,361 | (8,569) |
Cash flows from investing activities: | ||
Net originations and collections of finance receivables | (114,072) | (131,737) |
Purchase of property, equipment and software | (8,890) | (479) |
Acquisition of Malka Media Group LLC, net of cash acquired | (12,145) | |
Acquisition of ML Enterprise, net of cash acquired | (18,584) | |
Net cash used in investing activities | (141,546) | (144,361) |
Cash flows from financing activities: | ||
Repayments to secured/senior lenders | (24,029) | (798) |
Repayment of related party loan | (5,000) | |
Fees related to debt prepayment | (375) | |
Net proceeds from special purpose vehicle credit facilities | 146,000 | |
Proceeds from issuance of subordinated convertible notes | 36,750 | |
Borrowings from secured lenders | 69,300 | 20,000 |
Payment of deferred financing costs | (1,625) | (5,147) |
Redemption of founder's common stock | (9,700) | |
Payment of redeemed stock options | (12,741) | |
Proceeds from issuance of common stock related to exercise of stock options and warrants | 2,399 | 252 |
Proceeds from reverse capitalization, net of transaction costs | 293,239 | |
Contributions from redeemable noncontrolling interests | 53,000 | |
Redemptions by redeemable noncontrolling interests | (127,391) | |
Distributions to noncontrolling interests | (10,237) | |
Net cash provided by financing activities | 45,670 | 378,227 |
Net change in cash and restricted cash | (92,515) | 225,297 |
Cash and restricted cash, beginning of period | 246,224 | 20,927 |
Cash and restricted cash, end of period | 153,709 | 246,224 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 27,521 | 4,378 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of preferred stock to common stock | 20,257 | 302,475 |
Issuance of common stock to settle accrued dividends | 81 | |
Issuance of common stock related to convertible debt | 92,627 | |
Issuance of common stock related to warrants exercised | 85,502 | |
Acquisition of public and private warrants | 29,466 | |
Accrued dividends on preferred stock | (6,880) | (14,292) |
Lease liabilities incurred in exchange for operating right-of-use assets | 7,568 | |
Equity issued as consideration for mergers and acquisitions | 202,425 | 21,766 |
Contingent consideration issued related to mergers and acquisitions | $ 45,336 | $ 22,652 |
Description of Business and Bas
Description of Business and Basis Of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION On September 22, 2021 (the “Business Combination Closing Date”), MoneyLion Inc., formerly known as Fusion Acquisition Corp. (prior to the Business Combination Closing Date, “Fusion” and after the Business Combination Closing Date, “MoneyLion” or the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of February 11, 2021 and amended on June 28, 2021 and September 4, 2021 (the “Business Combination Merger Agreement”), by and among Fusion, ML Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fusion (“Merger Sub”), and MoneyLion Technologies Inc., formerly known as MoneyLion Inc. (prior to the Business Combination Closing Date, “MoneyLion” or the “Company”, and after the Business Combination Closing Date, “Legacy MoneyLion”), a Delaware corporation. Pursuant to the terms of the Business Combination Merger Agreement, immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Merger Agreement (the “Business Combination Closing”), each of the following transactions occurred in the following order: (i) Merger Sub merged with and into Legacy MoneyLion, with Legacy MoneyLion surviving the merger as a wholly owned subsidiary of Fusion (the “Merger”); (ii) Legacy MoneyLion changed its name to “MoneyLion Technologies Inc.”; and (iii) Fusion changed its name to “MoneyLion Inc.” Following the Business Combination, MoneyLion Inc. became a publicly traded company, with Legacy MoneyLion, a subsidiary of MoneyLion, continuing the existing business operations. MoneyLion’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol “ML.” On February 11, 2021, concurrently with the execution of the Business Combination Merger Agreement, Fusion entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, Fusion agreed to issue and sell in private placements an aggregate of 25,000,000 shares (“PIPE Shares”) of Class A Common Stock to the PIPE Investors for $ 10.00 per share, for an aggregate commitment amount of $ 250,000 (the “PIPE Financing”). Pursuant to the Subscription Agreements, Fusion gave certain re-sale registration rights to the PIPE Investors with respect to the PIPE Shares. The PIPE Financing was consummated substantially concurrently with the Business Combination Closing. MoneyLion was founded in 2013 and is headquartered in New York, New York. MoneyLion is the go-to destination for consumer financial products and services and marketplace solutions, providing curated money-related content to engage, educate and empower customers. MoneyLion offers its core suite of innovative first-party financial products and services, along with personalized and actionable financial and non-financial offers in its Consumer marketplace. MoneyLion powers leading embedded finance marketplace solutions for its Enterprise Partners (as defined herein), connecting and matching consumers with real-time, personalized product and service recommendations through its proprietary integrative technology, and provides complementary data products and services that optimize their marketplace integrations and competitiveness. MoneyLion also offers creative media and marketing services to clients across industries through its media division and leverages these same creative resources to produce and deliver engaging and dynamic content in support of MoneyLion's product and service offerings. On November 15, 2021, MoneyLion completed its acquisition of Malka Media Group LLC ("MALKA" and such transaction, the “MALKA Acquisition”). MALKA forms the basis of MoneyLion's media division and provides MoneyLion with the creative capabilities to produce and deliver engaging and dynamic content in support of MoneyLion's product and service offerings. MALKA also offers creative media and marketing services to clients in MoneyLion's Enterprise business. The MALKA Acquisition accelerated MoneyLion's ability to engage consumers across digital media, allowing it to directly connect with communities natively inside and outside of the MoneyLion platform. On February 17, 2022, MoneyLion completed its acquisition of Even Financial Inc., which was subsequently renamed to ML Enterprise Inc. ("ML Enterprise" and such acquisition, the “ML Enterprise Acquisition”). ML Enterprise powers the leading embedded finance marketplace solutions MoneyLion offers to its Enterprise Partners through which consumers are connected and matched with real-time, personalized financial product and service recommendations. For the over 1,000 Enterprise Partners in MoneyLion's network who integrate MoneyLion's software platform onto their properties, MoneyLion enables a more simple and efficient system of customer acquisition and also provides value-added data analytics and reporting services to enable them to better understand the performance of their marketplace programs and optimize their business over time. The ML Enterprise Acquisition expanded MoneyLion's addressable market, extended the reach of its own products and services and diversified its revenue mix. Basis of Presentation —The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of MoneyLion Inc. and its wholly owned subsidiaries and consolidated variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. The Company does not have any items of other comprehensive loss; therefore, there is no difference between net loss and comprehensive loss for the twelve months ended December 31, 2022 and 2021. Reclassification —The acquisitions of MALKA and Even Financial Inc. and related ongoing integration activities caused significant changes to the revenue and cost structure of the Company such that the organization of financial statement line items in both the consolidated balance sheets and the consolidated statements of operations used in prior reporting periods were no longer sufficient to properly present the Company's financial condition and results of operations as of March 31, 2022. As of such period, the Company reclassified the presentation of the consolidated balance to present such financial statements in a revised format that better represents the revenue and cost structure of the Company. The reclassifications had no impact on previously reported total assets, total liabilities or net income (loss) and an immaterial impact on total revenue, net. There was no impact on the consolidated statements of cash flows or consolidated statements of redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders' equity (deficit). There are also related reclassifications and expanded disclosure, where necessary, contained within the notes to the consolidated financial statements. Receivable Funding —Receivables originated on the Company’s platform, including Credit Builder Plus loans and Instacash advances, were primarily financed through Invest in America Credit Fund 1 LLC (“IIA”) until the end of the fourth quarter of 2021. IIA is organized as a Delaware limited liability company and is treated as a partnership for United States income tax purposes. IIA’s membership interests were issued in separately designated series, with each series consisting of Class A Units and Class B Units. IIA investors owned all non-voting Class B Units of the applicable series they invested in, which entitled them to a targeted, non-guaranteed, preferred return of typically 12 % per year. ML Capital III LLC (“ML Capital III”), an indirect wholly owned MoneyLion subsidiary, is the managing member of IIA and owned the Class A Units of each series, which entitled ML Capital III to returns that exceeded the targeted preferred return on the Class B Units (if any). IIA used proceeds from the sale of Class B Units to investors to purchase borrower payment dependent promissory notes from Invest in America Notes I SPV LLC (“IIA Notes SPV I”) and Invest in America Notes SPV IV LLC (“IIA Notes SPV IV”) (collectively “IIA Notes SPVs”). The collateral consisted of a portfolio of underlying MoneyLion loans and advance receivables. Investors in Class B Units funded their investment into IIA at the time of subscription, which proceeds were used to finance receivables originated on MoneyLion’s platform. Generally, an IIA investor was able to request redemption of all or a portion of their capital account, after a 120-day notice period, and in increments of $ 100,000 , five days after the expiration of the applicable lock-up period, unless otherwise agreed between investors in a particular series and the Company. Unless a redemption request was made, both the IIA investor’s capital contribution and their related Class B returns were automatically reinvested in new notes. ML Capital III, as the managing member of IIA, had the contractual right to suspend redemptions in certain circumstances and without prior notice to the IIA investors. However, the IIA investors’ right to redemption may not have been entirely within the control of the Company and therefore the IIA investors’ share of the IIA is presented on the Company’s consolidated balance sheet as temporary equity at the redemption value. Redemptions were $ 127,391 for the twelve months ended December 31, 2021. Distributions, if any, to IIA investors were made at the discretion of the Company or, if agreed between the Company and a particular IIA investor or series, in accordance with the applicable subscription agreements. The Company had identified IIA, IIA Notes SPV I and IIA Notes SPV IV as VIEs due to the fact that the Class A Units are entitled to residual income/loss in IIA. The Company had identified itself as the primary beneficiary of these VIEs because it directed the activities of the VIEs that most significantly impacted the VIEs’ economic performance. As the primary beneficiary of the VIEs, the Company had consolidated the balances of the VIEs into the financial statements. Net income in consolidated VIEs were attributed to redeemable noncontrolling interests based on the investors’ respective interests in the net assets of the consolidated VIE. Net income attributable to the noncontrolling interests in IIA, IIA Notes SPV I and IIA Notes SPV IV represented interest income. Beginning in the fourth quarter of 2021, MoneyLion transitioned its primary source of funding for originated receivables from IIA to special purpose vehicle financings from third-party institutional lenders. By December 2021, investor balances were returned to all IIA Class B Unit holders and as of December 31, 2021, IIA had no assets. As a result, only Class A units remained, which were wholly owned by ML Capital III making IIA and the IIA Notes SPVs indirect wholly owned MoneyLion subsidiaries, and therefore as of December 31, 2021 there was no longer a noncontrolling interest related to IIA and the IIA Notes SPVs. For more information on the alternative financing sources, see Note 8. "Variable Interest Entities" regarding VIE considerations related to the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility and Note 9. “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments and adjustments to eliminate intercompany transactions and balances, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ equity (deficit) and cash flows. Use of Estimates— The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements included, but are not limited to, revenue recognition, provision for transaction losses, accounting for business combinations, determination of useful lives of property and equipment, valuation and useful lives of intangible assets, impairment assessment of goodwill, internal-use software, valuation of common stock, valuation of stock warrants, valuation of convertible notes, stock option valuations, income taxes, and the recognition and disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Revenue Recognition and Related Receivables— The following table summarizes revenue by type for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Consumer revenues Service and subscription fees $ 208,829 $ 148,488 Net interest income on finance receivables 10,147 7,002 Total consumer revenues 218,976 155,490 Enterprise service revenues 121,769 15,585 Total revenue, net $ 340,745 $ 171,075 Service and subscription fees— The Credit Builder Plus membership was developed to allow consumer customers to access affordable credit through asset collateralization, build savings, improve financial literacy and track their financial health. The Credit Builder Plus membership is intended to emphasize the program’s ability to help consumer customers build credit while also saving. Members receive access to the Company’s Credit Builder Plus secured personal loans, banking account and related services, managed investment services, an online cryptocurrency account, credit tracking services and Instacash advances. The membership subscription fee is recognized on a daily basis throughout the term of the individual subscription agreements, as the control of the membership services is delivered to the customer evenly throughout that term. Subscription receivables are recorded at the amount billed to the customer. The Company policy is to suspend recognition of subscription revenue when the last scheduled subscription payment is 30 days past due, or when, in the Company’s estimation, the collectability of the account is uncertain. Membership subscription revenue is recognized gross over time. As the Company performs promised services to members, including those services that the members receive access to as part of the Credit Builder Plus membership, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company evaluates whether it is appropriate to recognize revenue on a gross basis or net of costs associated with the transaction based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfilment of the promise, and has the latitude in establishing pricing, among other factors. Most service fees are related to the Company’s Instacash advance product. Users may obtain cash from interest-free Instacash advances in 1-3 business days or may elect to receive cash immediately through the Company’s instant transfer option. The Company charges a fee when the instant transfer option is elected by a customer. Instant transfer fees are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. Net interest income on loan receivables— Interest income and the related accrued interest receivables on loan-related receivables are accrued based upon the daily principal amount outstanding except for loans that are on nonaccrual status. The Company recognizes interest income using the interest method. The Company’s policy is to suspend recognition of interest income on finance receivables and place the loan on nonaccrual status when the account is 60 days or more past due on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain, and the account is less than 90 days contractually past due. Enterprise service revenues— The Company provides services to enterprise clients to allow them to better connect with existing end-users and reach new potential end-users. These services include lead generation services, advertising services and digital media and content production services custom designed to promote enterprise clients’ products and services. The Company has a single performance obligation to facilitate lead generating services to the providers of financial and non-financial products and services (“Product Partners”) whereby qualified consumers are matched with financial solutions offered by the Product Partners based on qualification and preference. Lead generation fees are earned through the operation of a robust technology platform via an API that connects consumers to financial institutions and financial service providers. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized financial solution options and matches the demand and supply of financial services. The lead generating services conducted through the API comprise a series of distinct services that are substantially the same and have the same pattern of transfer. The Company is entitled to receive transaction fees that are based on performance structure, including but not limited to cost per funded loan, cost per approved credit card, cost per click or cost per savings accounts, or revenue share based on successful lead conversion. The transaction fees and revenue share are considered revenue from contracts with Product Partners, including financial institutions and other financial service providers. These fees and revenue share to which the Company expects to be entitled are deemed variable consideration because the loan volume over the contractual term is not known. Because the lead generating service performance obligation is a series of distinct services, the Company applies the variable consideration exception and allocates the variable consideration to the period in which the fees are earned, and recognizes revenue over time. The Company earns various SaaS and platform fees from certain enterprise partners. This revenue is recognized evenly over the required performance period. The Company generates advertising fees by displaying ads on the Company’s mobile application and by sending emails or other messages to potential end-users to promote the enterprise clients’ services. For advertising services, the Company enters into agreements with the enterprise clients in the form of a signed contract, which specifies the terms of the services and fees, prior to running advertising and promotional campaigns. The Company recognizes revenue from the display of impression-based ads and distribution of impression-based emails in the period in which the impressions are delivered in accordance with the contractual terms of the enterprise clients’ arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Digital media and content production services provided to enterprise clients are generally earned and recognized over time as the performance obligations within the contracts are satisfied. Payment terms vary from contract to contract such that collections may occur in advance of services being rendered, as services are rendered or after services are rendered. Contracts for digital media and content production services are typically short-term in duration. Allowance for Losses on Receivables— An allowance for losses on consumer receivables and related accrued interest and fee receivables is established to provide for probable losses incurred in the Company’s consumer receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of many factors, including changes in the nature, volume, and risk characteristics of the consumer receivables portfolio, including trends in delinquency and charge-offs and current economic conditions that may affect the consumer’s ability to pay. The allowance is developed on a general basis and each period management assesses each product type by origination cohort in order to determine the forecasted performance of those cohorts and arrive at an appropriate allowance rate for that period. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in any of the factors. The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on service and subscription fees receivables is established to provide probable losses incurred in the Company’s service and subscription fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Receivables from enterprise services have a low rate of default, and as such the related allowance is not material. The Company monitors enterprise receivable default rates for any indication of a deterioration in average credit quality that may result in more material levels of allowance for losses. Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for material operations, operating results and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment, and therefore, one reportable segment. Governmental Regulation— The Company is subject to various state and federal laws and regulations in each of the states in which it operates, which are subject to change and may impose significant costs or limitations on the way the Company conducts or expands its business. The Company’s loans are originated under individual state laws, which may carry different rates and rate limits, and have varying terms and conditions depending upon the state in which they are offered. The Company is also subject to state licensing requirements of each individual U.S. state in which we operate, including with respect to certain consumer lending, life insurance and mortgage products and services that the Company offers directly or to which the Company connects consumers through third parties. Other governmental regulations include, but are not limited to, imposed limits on certain charges, insurance products and required licensing and qualification. Fair Value of Financial Instruments —Accounting Standards Codification ("ASC") 820, Fair Value Measurement ("ASC 820"), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The Company has no assets measured at fair value on a recurring or non-recurring basis as of December 31, 2022 nor December 31, 2021. Liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 are the Private Placement Warrants (as defined herein) and contingent consideration related to mergers and acquisitions, which are further described in Note 14, "Stock Warrants," and Note 17, "Mergers and Acquisitions," respectively. The Company has no liabilities measured at fair value on a non-recurring basis as of December 31, 2022 nor December 31, 2021 . There have been no transfers between levels during the twelve months ended December 31, 2022 nor December 31, 2021. The Company also has financial instruments which are not measured at fair value. The Company has evaluated cash, restricted cash, consumer receivables, net, enterprise receivables, receivables from payment processors, prepaid expenses, accounts payable and accrued liabilities and other financial instrument assets and liabilities, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the secured loans, other debt and lease liabilities approximate their carrying values. Net Loss Per Share— The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the redeemable convertible preferred stock to be a participating security as the holders are entitled to receive dividends at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted stock units, performance stock units, right to receive Earnout Shares, as defined in Note 3, “Business Combination,” and warrants to purchase redeemable convertible preferred stock and common stock were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the fiscal years ended December 31, 2022 and 2021 . Cash— Cash includes cash and cash equivalents held at financial institutions. For purposes of the consolidated financial statements, the Company considers all highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. At times, the Company may maintain deposits with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limits, but management believes any such amounts do not represent a significant credit risk. Restricted Cash— Restricted cash consists of cash required to be held on reserve by the Company’s vendors for purposes of loan or advance processing or funding and cash on hand in the VIEs. All cash accounts are held in federally insured institutions, which may at times exceed federally insured limits. The Company has not experienced losses in such accounts. Management believes the Company’s exposure to credit risk is minimal for these accounts. Goodwill— The Company performs goodwill impairment testing annually on the last day of the fiscal year or more frequently if indicators of potential impairment exist. A potential impairment indicator was identified on each of June 30, 2022, September 30, 2022 and December 31, 2022 due to a decline in the price of the Class A Common Stock and the Company's related market capitalization and, as such, the Company performed a goodwill impairment test as of June 30, 2022, September 30, 2022 and December 31, 2022. The goodwill impairment test is performed at the consolidated company level since the Company represents one reporting unit. The Company first evaluates whether it is more likely than not that the fair value of the reporting unit has fallen below its carrying amount. No indicators of fair value falling below the reporting unit carrying amount were noted on a quantitative or qualitative basis during the fiscal year 2021 assessment, the June 30, 2022 assessment nor the September 30, 2022 assessment. The June 30, 2022 and September 30, 2022 assessments indicated that the fair value of the reporting unit exceeded the reporting unit's carrying value. The fair value of the reporting unit was calculated by valuing the Class A Common Stock and the Company's Series A Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (the "Series A Preferred Stock"), primarily based on the Class A Common Stock price per share. The calculation of fair value also includes an estimated control premium based on consultation between the Company's management and third-party valuation specialists. The December 31, 2022 assessment indicated that the carrying value of the reporting unit exceeded the reporting unit's fair value, resulting in a goodwill impairment loss of $ 136,760 , which also represents the accumulated impairment losses related to goodwill as of December 31, 2022. Determining the fair value of the reporting unit required the use of estimates and the exercise of significant judgment, which is inherently subjective in nature. For quantitative goodwill impairment testing, the fair value of the reporting unit was calculated using a blend of a discounted cash flow method and a guideline public company method. The discounted cash flow method calculation estimates the future cash flows from the reporting unit using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt. The discount rates used for our reporting unit in our December 31, 2022 impairment analysis was 30.5 %, and we applied a terminal year long-term growth rate of 3.0 %. The guideline public company method utilized the Company's historical and forecasted revenue to enterprise value ratio to determine revenue multiples to calculate the enterprise value of the reporting unit. The guideline public company method also includes an estimated control premium based on consultation between the Company's management and third-party valuation specialists. Intangible Assets— The Company’s intangible assets are made up of internal use software and acquired proprietary technology, customer relationships and trade names. The Company capitalizes qualifying internal use software development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs incurred during the application development stage internally or externally are capitalized and amortized on a straight-line basis over the expected useful life of three years. Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. Impairment of Long-Lived Assets —Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment charges were recognized during the years ended December 31, 2022 and 2021 . Income Taxes— Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effects of future tax rate changes are recognized in the period when the enactment of new rates occurs. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 % likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations. Stock-Based Compensation —The Company accounts for the options, restricted stock units ("RSUs") and performance share units ("PSUs") granted to employees or directors as stock-based compensation expense based on their grant date fair value. The fair value of all awards is recognized as an expense over the requisite service periods (generally the vesting period of the equity award) and is included in compensation and benefits in the Company's consolidated statement of operations. Forfeitures are accounted for as they occur. Warrant Liability —The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”). The Company determined that the Private Placement Warrants do not meet the criteria for equity treatment thereunder. For issued or modified warrants that do not meet all the criteria for equity treatment, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As such, each Private Placement Warrant is recorded as a liability and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants met the conditions for equity classification in accordance with ASC 815-40. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. Subordinated Convertible Notes —As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its Subordinated Convertible Notes (as defined below). In accordance with ASC 825, the Company records these Subordinated Convertible Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statement of operations. As a result of applying the fair value option, direct costs and fees related to the Subordinated Convertible Notes were expensed as incurred and were not deferred. The Company concluded that it was appropriate to apply the fair value option to the Subordinated Convertible Notes because there are no non-contingent beneficial conversion options related to the Subordinated Convertible Notes. The Subordinated Convertible Notes were valued using a scenario-based discounted cash flow analysis. The Company estimated the probability and timing of the scenarios based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The Subordinated Convertible Notes are classified as Level 3 because of the Company’s reliance on unobservable assumptions. Valuation of consideration transferred related to mergers and acquisitions —The Company determined that the contingent consideration related to the earnout provisions, the Closing Make-Whole Provision (as defined herein) and the Preferred Stock Equivalents (as defined herein) in connection with the MALKA Acquisition and ML Enterprise Acquisition do not meet the criteria for equity treatment. For provisions that do not meet all the criteria for equity treatment, the contingent consideration is required to be recorded at fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized as a non-cash gain or loss on the statements of operations. As such, the MALKA and ML Enterprise earnout provision is recorded as a liability and any change in fair value is recognized in the Company's statements of operations. The fair value of the MALKA and ML Enterprise earnout was estimated using a Monte Carlo Simulation Model. The Company determined that the consideration related to the shares of Series A Preferred Stock transferred as part of the consideration for the ML Enterprise Acquisition meets the criteria for equity treatment. The fair value of this consideration was estimated using a Monte Carlo Simulation Model and recorded to equity on the date of issuance. Property and Equipment— Property and equipment is carried at cost. Depreciation is det |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On September 21, 2021, Fusion held a Special Meeting (the “Special Meeting”) at which the Fusion stockholders considered and adopted, among other matters, the Business Combination Merger Agreement and the transactions contemplated therein (the “Business Combination Transactions”). On September 22, 2021, the parties to the Business Combination Merger Agreement consummated the Business Combination Transactions. Immediately prior to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the Merger, all issued and outstanding shares of Legacy MoneyLion preferred stock converted into shares of Legacy MoneyLion common stock (the “Legacy MoneyLion Common Stock”), par value $ 0.0001 per share (the “Conversion”), in accordance with Legacy MoneyLion’s amended and restated certificate of incorporation. At the Business Combination Closing Date: • all outstanding warrants to purchase shares of Legacy MoneyLion preferred stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated; • 11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of Class A Common Stock; • 2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of Class A Common Stock, of which 18,861,298 options were vested and 19,871,378 options were unvested; and • each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of Class A Common Stock (the “Earnout Shares”) with respect to each share of Class A Common Stock or option exercisable for shares of Class A Common Stock, contingent upon Class A Common Stock reaching certain price milestones. 7.5 million and 10.0 million shares of Class A Common Stock will be issued if the Class A Common Stock share price equals or is greater than $12.50 and $16.50, respectively, for twenty out of any thirty consecutive trading days within five years of the Business Combination Closing Date. The Earnout Shares meet the conditions for equity classification in accordance with ASC 815-40. In connection with the Business Combination Closing, holders of 25,887,987 shares of Fusion’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a pro rata portion of the proceeds from Fusion’s initial public offering held in Fusion’s trust account plus interest, calculated as of two business days prior to the consummation of the Business Combination, or approximately $ 10.00 per share and approximately $ 258,896 in the aggregate (the “Redemptions”). The consummation of the Business Combination Transactions resulted in approximately $ 293,239 in cash proceeds to MoneyLion, net of transaction expenses. Following the Redemptions and the issuance of PIPE Shares in connection with the PIPE Financing, 42,862,013 public shares remained outstanding (consisting of 25,000,000 shares held by PIPE Investors, 8,750,000 shares held by Fusion Sponsor LLC and 9,112,013 shares held by Fusion public stockholders). Upon consummation of the Business Combination Transactions: • each outstanding share of Fusion Class B common stock automatically converted into one share of Class A Common Stock; and • outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of Class A Common Stock. As of the Business Combination Closing Date and following the completion of the sale of 25,000,000 shares of Class A Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: • 227,147,708 shares of Class A Common Stock; • 38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of Class A Common Stock were vested and options to purchase 19,871,378 shares of Class A Common stock were unvested; and • 17,499,989 public warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the exchange ratio of approximately 16.4078 per share of Class A Common Stock (the “Exchange Ratio”). The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, Legacy MoneyLion is treated as the “acquirer” for financial reporting purposes. As such, Legacy MoneyLion is deemed the accounting predecessor of the combined business, and MoneyLion, as the parent company of the combined business, is the successor SEC registrant, meaning that Legacy MoneyLion’s financial statements for previous periods are disclosed in the registrant’s periodic reports filed with the SEC following the Business Combination. The Business Combination had a significant impact on the MoneyLion’s reported financial position and results as a consequence of the reverse recapitalization. The most significant change in MoneyLion’s reported financial position and results was an estimated net increase in cash (as compared to the MoneyLion’s consolidated balance sheet at December 31, 2020) of approximately $ 293,239 . This included approximately $ 250,000 in proceeds from the PIPE Financing that was consummated substantially simultaneously with the Business Combination, offset by additional transaction costs incurred in connection with the Business Combination. The transaction costs for the Business Combination were approximately $ 56,638 , of which $ 13,150 represents deferred underwriter fees related to Fusion’s initial public offering. The transaction closed on September 22, 2021, and on the following day the Class A Common Stock and Public Warrants (as defined herein) began trading on the New York Stock Exchange under the symbols “ML” and “ML WS”, respectively, for trading in the public market. |
Consumer Receivables
Consumer Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
CONSUMER RECEIVABLES | 4. CONSUMER RECEIVABLES The Company’s finance receivables consist of secured personal loans and principal amounts of Instacash advances. Accrued interest receivables represent the interest accrued on the loan receivables based upon the daily principal amount outstanding. Fees receivables represent the amounts due to the Company for tips and instant transfer fees related to the Instacash advance product. Subscription receivables represent the amounts billed to customers for subscription services. The credit quality and future repayment of consumer receivables are dependent upon the customer’s ability to perform under the terms of the agreement. Factors such as unemployment rates and housing values, among others, may impact the customer’s ability to perform under the loan or advance terms. When assessing provision for losses on consumer receivables, the Company takes into account the composition of the outstanding consumer receivables, charge-off rates to date and the forecasted principal loss rates. The tables below show consumer receivables balances and aging by product as of December 31, 2022 and December 31, 2021 and the allowance for credit losses on consumer receivables activity for the twelve months ended December 31, 2022 and 2021. Consumer receivables consisted of the following: December 31, December 31, 2022 2021 Unsecured personal loan receivables $ — $ 1 Secured personal loan receivables 73,451 77,491 Loan receivables 73,451 77,492 Instacash receivables 77,688 62,783 Finance receivables 151,139 140,275 Fees receivable 14,019 8,366 Subscription receivables 3,419 3,099 Deferred loan origination costs 331 929 Accrued interest receivable 1,068 1,072 Consumer receivables, before allowance for credit losses $ 169,976 $ 153,741 Changes in the allowance for losses on consumer receivables were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 22,323 $ 9,127 Provision for credit losses on receivables 99,753 60,749 Receivables charged off ( 133,898 ) ( 75,557 ) Recoveries 36,663 28,004 Ending balance $ 24,841 $ 22,323 Changes in allowance for losses on finance receivables were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 21,625 $ 9,127 Provision for credit losses on receivables 86,269 51,975 Finance receivables charged off ( 116,911 ) ( 65,711 ) Recoveries 32,745 26,234 Ending balance $ 23,728 $ 21,625 Changes in allowance for losses on fees receivable were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 420 $ — Provision for credit losses on receivables 8,253 5,604 Fees receivable charged off ( 11,221 ) ( 6,400 ) Recoveries 3,251 1,216 Ending balance $ 703 $ 420 Changes in allowance for losses on subscription receivables were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 278 $ — Provision for credit losses on receivables 5,231 3,170 Subscription receivables charged off ( 5,766 ) ( 3,446 ) Recoveries 667 554 Ending balance $ 410 $ 278 The following is an assessment of the repayment performance of loans as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the loans receivable portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 63,578 86.6 % $ 66,514 85.8 % Delinquency: 31 to 60 days 5,579 7.6 % 6,577 8.5 % 61 to 90 days 4,294 5.8 % 4,401 5.7 % Total delinquency 9,873 13.4 % 10,978 14.2 % Loan receivables before allowance for loan losses $ 73,451 100.0 % $ 77,492 100.0 % The following is an assessment of the repayment performance of Instacash receivables as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the Instacash receivables portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 70,003 90.1 % $ 55,963 89.1 % Delinquency: 31 to 60 days 7,685 9.9 % 6,820 10.9 % 61 to 90 days — 0.0 % — 0.0 % Total delinquency 7,685 9.9 % 6,820 10.9 % Instacash receivables before allowance for loan losses $ 77,688 100.0 % $ 62,783 100.0 % The following is an assessment of the repayment performance of fees receivable as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the fees receivable portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 10,645 75.9 % $ 6,682 79.9 % Delinquency: 31 to 60 days 3,374 24.1 % 1,684 20.1 % 61 to 90 days — 0.0 % — 0.0 % Total delinquency 3,374 24.1 % 1,684 20.1 % Fees receivable before allowance for loan losses $ 14,019 100.0 % $ 8,366 100.0 % The following is an assessment of the credit quality of subscription receivables as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the subscription receivables portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 2,487 72.8 % $ 2,227 71.8 % Delinquency: 31 to 60 days 534 15.6 % 514 16.6 % 61 to 90 days 398 11.6 % 358 11.6 % Total delinquency 932 27.2 % 872 28.2 % Subscription receivables before allowance for loan losses $ 3,419 100.0 % $ 3,099 100.0 % |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, December 31, 2022 2021 Leasehold improvements $ 1,970 $ 545 Furniture and fixtures 853 573 Computers and equipment 2,298 2,209 5,121 3,327 Less: accumulated depreciation ( 2,145 ) ( 1,526 ) Furniture and equipment, net $ 2,976 $ 1,801 Total depreciation expense related to property and equipment was $ 1,235 and $ 343 for the twelve months ended December 31, 2022 and 2021 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Goodwill as of December 31, 2022 and 2021 was $ 26,600 and $ 52,541 , respectively. The decrease relates to a goodwill impairment loss that was identified based on a goodwill impairment calculation effective December 31, 2022, partially offset by an increase in goodwill acquired from the ML Enterprise Acquisition. See Note 2, “Summary of Significant Accounting Policies,” for additional information regarding goodwill impairment. See Note 17, “Mergers and Acquisitions,” for more information regarding goodwill and other intangible assets acquired from the ML Enterprise Acquisition. Intangible assets consisted of the following: December 31, December 31, Useful Life 2022 2021 Proprietary technology and capitalized internal-use software 3 - 7 years $ 41,495 $ 11,623 Work in process 1,812 1,481 Customer relationships 10 - 15 years 160,500 5,960 Trade names 1 - 15 years 16,620 11,820 Less: accumulated amortization ( 26,180 ) ( 5,760 ) Intangible assets, net $ 194,247 $ 25,124 The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized in a similar manner. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use, at which point amortization of capitalized costs begins. All other costs are expensed as incurred. Costs capitalized in connection with internally developed software were $ 6,984 for the twelve months ended December 31, 2022 and were not significant for the twelve months ended December 31, 2021. For the twelve months ended December 31, 2022 and 2021, total amortization expense was $ 20,438 and $ 2,049 , respectively. The following table summarizes estimated future amortization expense of intangible assets placed in service at December 31, 2022 for the years ending: 2023 $ 23,012 2024 22,640 2025 22,640 2026 22,640 2027 22,068 Thereafter 79,435 $ 192,435 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other assets consisted of the following: December 31, December 31, 2022 2021 Receivable from payment processors $ 32,881 $ 18,576 Prepaid expenses 8,804 8,836 Operating lease right-of-use assets 9,123 — Other 3,850 1,016 Total other assets $ 54,658 $ 28,428 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 8. VARIABLE INTEREST ENTITIES By December 2021, IIA and the IIA Notes SPVs became indirect wholly owned MoneyLion subsidiaries, removing the variable interest in those entities. See Note 1. “Description of Business and Basis of Presentation” for more information. Beginning in the fourth quarter of 2021, the Company’s primary source of funding for originated receivables became special purpose vehicle financings from third-party lenders (the “SPV Credit Facilities”). The Company may sell certain loan and Instacash receivables to wholly owned, bankruptcy-remote special purpose subsidiaries (the “SPV Borrowers”), which pledge such receivables and related cash flows as collateral to support the financing of additional receivables. The underlying loan and Instacash receivables are originated and serviced by other wholly owned subsidiaries of the Company. The SPV Borrowers are required to maintain pledged collateral consisting of cash balances and loan and Instacash receivables, the value of which must equal or exceed the aggregate principal amounts of the loans financed through the SPV Credit Facilities. 90 % of the loan and Instacash receivables net asset balance is counted as collateral. Proceeds received from the SPV Credit Facilities can only be used to purchase loan and Instacash receivables. The payments and interest, as applicable, received from the loan and Instacash receivables held by the SPV Borrowers are used to repay obligations under the SPV Credit Facilities. While the SPV Credit Facilities and related agreements provide assurances to the third-party lenders regarding the quality of loan and Instacash receivables and certain origination and servicing functions to be performed by other wholly owned subsidiaries of the Company, the third-party lender may absorb losses in the event that the payments and interest, as applicable, received in connection with the loan and Instacash receivables are not sufficient to repay the loans made through the SPV Credit Facilities. The Company is required to evaluate the SPV Borrowers for consolidation, which the Company has concluded are VIEs. The Company has the ability to direct the activities of the SPV Borrowers that most significantly impact the economic performance of the wholly owned subsidiaries that act as the originators and servicer of the loan and Instacash receivables held by the SPV Borrowers. Additionally, the Company has the obligation to absorb losses related to the pledged collateral in excess of the aggregate principal amount of the receivables and the right to proceeds related to the excess loan and Instacash receivables securing the SPV Credit Facilities once all loans and interest under such SPV Credit Facilities are repaid, which exposes the Company to losses and returns that could potentially be significant to the SPV Borrowers. Accordingly, the Company determined it is the primary beneficiary of the SPV Borrowers and is required to consolidate them as indirect wholly owned VIEs. For more information, see Note 9, “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT The Company’s debt as of December 31, 2022 and December 31, 2021 is presented below: December 31, December 31, 2022 2021 First Lien Loan $ — $ 24,028 Second Lien Loan — 20,000 Monroe Term Loans 90,000 — Unamortized discounts and debt issuance costs ( 1,383 ) ( 437 ) Total secured loans $ 88,617 $ 43,591 ROAR 1 SPV Credit Facility $ 83,000 $ 78,000 ROAR 2 SPV Credit Facility 63,000 68,000 Unamortized discounts and debt issuance costs ( 2,606 ) ( 3,000 ) Total other debt $ 143,394 $ 143,000 Second Lien Loan — In April 2020, the Company entered into a Loan and Security Agreement (“Second Lien Loan”) with a lender for a second-lien loan facility with an initial principal balance of $ 5,000 . The Second Lien Loan bears interest at the greater of (a) 12 %, and (b) a fluctuating rate of interest per annum equal to the Wall Street Journal Prime Rate plus 5.75 %, not to exceed 15 %. As of December 31, 2021, the interest rate was 12 %. Interest only is payable until April 30, 2022, and thereafter outstanding principal will be repaid in twelve equal installments through the facility maturity date of May 1, 2023 . The Second Lien Loan is secured by substantially all assets of the Company, including capital stock of all subsidiaries, except for capital stock and assets in certain excluded subsidiaries, as defined, including IIA and all of the related SPVs, ROAR 1 SPV Finance LLC and ROAR 2 SPV Finance LLC. Under the terms of the Second Lien Loan the Company is subject to certain covenants, as defined. The Company used the Second Lien Loan proceeds for general corporate purposes. On August 27, 2021, the Company entered into a Second Amendment to the Loan and Security Agreement that refinanced the Second Lien Loan and increased principal borrowings up to an aggregate principal amount of $ 25,000 , and with Monroe Capital Management Advisors, LLC replacing MLi Subdebt Facility 1 LLC as collateral agent and administrative agent for the lenders. The other material terms of the loan remained the same. Upon the consummation of the Business Combination, the Company repaid the original $ 5,000 principal balance owed to MLi Subdebt Facility 1 LLC, together with accrued interest and fees. In March 2022, this principal was rolled into the Monroe Term Loans (as defined herein). First Lien Loan — In July 2020, the Company entered into a Loan and Security Agreement (“First Lien Loan”) with a bank for a $ 25.0 million first-lien loan facility consisting of a $ 20.0 million revolving credit line and $ 5.0 million term loan. The revolving line bears interest at the greater of (i) Wall Street Journal Prime Rate plus 2.25% and (ii) 6.50%. As of December 31, 2021, the revolving line interest rate was 6.5%. The revolving line matures on May 1, 2022. The term loan bears interest at the greater of (i) Wall Street Journal Prime Rate plus 3.25% and (ii) 7.50%. As of December 31, 2021, the term loan interest rate was 7.5%. Interest only on the term loan was payable until September 1, 2021, and thereafter outstanding principal is payable in thirty-nine equal instalments through the facility maturity date of May 1, 2024. The First Lien Loan is secured on a first-priority basis by all assets of the Company, including capital stock of all subsidiaries, except for capital stock and assets in certain excluded subsidiaries, as defined, including IIA and all of the related SPVs, ROAR 1 SPV Finance LLC and ROAR 2 SPV Finance LLC. Under the terms of the First Lien Loan, the Company is subject to certain covenants, as defined. Additionally, the Company granted the bank lender warrants to receive 12,792 shares of Legacy MoneyLion Common Stock, at an exercise price as defined in the First Lien Loan, which were exercised as part of the Business Combination. The Company used the First Lien Loan proceeds to repay in full the 6.75 % Bank Loan and for general corporate purposes. Subordinated Convertible Notes —In December 2020, the Company sold to a third-party lender $ 10,000 of 3 % subordinated convertible notes maturing on July 31, 2021 , the proceeds of which were used to conduct its business. In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. Upon maturity or certain events, the Subordinated Convertible Notes could have been converted into preferred shares at conversion prices as defined in the Subordinated Convertible Notes. In July 2021, the Subordinated Convertible Note agreements were amended to extend the maturity date to September 30, 2021. The Company elected the fair value option to account for the Subordinated Convertible Notes. The Company recorded the Subordinated Convertible Notes at fair value and subsequently remeasured it to fair value at each reporting date. Changes in fair value were recognized as a component of operating expenses in the consolidated statements of operations under Change in fair value of subordinated convertible notes. On September 22, 2021, the Business Combination was completed and the Subordinated Convertible Notes were converted into a total of 10,068,133 shares of Class A Common Stock. Prior to the conversion, the carrying value of the Subordinated Convertible Notes was $ 92,627 . Monroe Term Loans —In March 2022, the Company entered into a credit agreement (the “Monroe Credit Agreement”) with certain financial institutions from time to time party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger (“Monroe Capital”). The Monroe Credit Agreement provides for the following: • $ 70,000 aggregate principal amount of term loans (the “Term A-1 Loans”), available to be drawn at the closing date; • $ 20,000 aggregate principal amount of term loans (the “Term A-2 Loans”), as described further below; • $ 20,000 aggregate principal amount of delayed draw term loans (the “Term B Loans”), which are available to be drawn for a period of 18-months following the closing date, subject to certain conditions set forth in the Monroe Credit Agreement; and • subject to certain conditions set forth in the Monroe Credit Agreement, the ability to incur incremental commitments of up to $ 60,000 aggregate principal amount of Term A-1 Loans or Term B Loans (the “Incremental Term Loans”; the Term A-1 Loans, the Term A-2 Loans, the Term B Loans and, if applicable, the Incremental Term Loans, collectively, the “Monroe Term Loans”). In connection with the foregoing, the Company borrowed Term A-1 Loans in an aggregate principal amount of $ 70.0 million. Proceeds of the Term A-1 Loans were used (a) to repay in full the approximately $ 24.0 million aggregate principal amount outstanding under the Company’s existing first lien loan facility with Silicon Valley Bank ("SVB"), as lender (the “First Lien Loan”), including accrued and unpaid interest and related fees, (b) to pay transaction-related fees and expenses and (c) for general corporate purposes and working capital needs of the Company and its subsidiaries. With respect to the Term A-2 Loans, pursuant to the Monroe Credit Agreement, the lenders thereunder were deemed to have rolled over their $ 20.0 million aggregate principal amount of term loans outstanding under the Borrower’s existing second lien loan with affiliates of Monroe Capital (the “Second Lien Loan”) in the same aggregate principal amount as their respective commitments with respect to the Term A-2 Loans, following which all obligations in respect of the Second Lien Loan were deemed to be satisfied and paid in full. The Term A-1 Loans and Term B Loans bear annual interest, payable monthly , at a floating rate measured by reference to, at the Company’s option, either (a) a base rate then in effect (equal to the greater of (i) the federal funds rate plus 0.50 %, (ii) the prime rate, (iii) 2.00 % and (iv) an adjusted one-month Secured Overnight Financing Rate (“SOFR”) (subject to a floor of 1.00 %) plus 1.00 %) plus an applicable margin ranging from 6.00 % to 8.25 % per annum, depending on whether the “EBITDA Trigger Date” has occurred, the Company’s “Enterprise Value” and, once the EBITDA Trigger Date has occurred, its “Total Debt to EBITDA Ratio” (as such terms are defined in the Monroe Credit Agreement) or (b) an adjusted one-month or three-month SOFR (subject to a floor of 1.00 %) plus an applicable margin ranging from 7.00 % to 9.25 % per annum, depending on whether the EBITDA Trigger Date has occurred, the Company’s Enterprise Value and, once the EBITDA Trigger Date has occurred, its Total Debt to EBITDA Ratio. The Term A-2 Loans bear annual interest, payable monthly , at the greater of (i) 12 % and (ii) a floating rate measured by reference to the prime rate plus 5.75 % per annum, subject to a cap of 15 %. The interest rate as of December 31, 2022 on the Term A-1 Loans and Term A-2 Loans was 13.06 % and 13.25 % , respectively . The Term A-1 Loans and the Term B Loans mature on March 24, 2026 , and the Term A-2 Loans mature on May 1, 2023 . The Monroe Term Loans may be prepaid at the Company’s option at any time, in minimum principal amounts, and are subject to mandatory prepayment in an amount equal to 100 % of the net cash proceeds upon the occurrence of certain asset dispositions and equity and debt offerings, 100 % of certain extraordinary cash receipts and 0 - 50 % of certain excess cash flow, in each case as specified in the Monroe Credit Agreement and subject to certain reinvestment rights as set forth in the Monroe Credit Agreement. Upon the occurrence of certain triggering events, including any prepayment of any Monroe Term Loans for any reason (subject to limited exceptions), the Company is required to pay a premium ranging from 0.00 % to 3.00 % of the principal amount of such prepayment depending on the Monroe Term Loans repaid and the date of the prepayment, plus, in the case of any Monroe Term Loans other than Term A-2 Loans and in the event the prepayment occurs within 12 months after the closing date, all interest that would have otherwise been payable on the amount of the principal prepayment from the date of prepayment to and including the date that is 12 months after the closing date. The Monroe Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including financial covenants with respect to minimum adjusted revenue, EBITDA, liquidity and unrestricted cash (all as defined in the Monroe Credit Agreement). The negative covenants, among other things, limit or restrict the ability of the “Loan Parties” (as defined in the Monroe Credit Agreement) and their subsidiaries to: incur additional indebtedness; incur additional liens; make dividends, distributions and other restricted payments; merge, consolidate, sell, transfer, dispose of, convey or lease assets or equity interests; purchase or otherwise acquire assets or equity interests; modify organizational documents; enter into certain transactions with affiliates; enter into restrictive agreements; engage in other business activities; and make investments. The obligations under the Monroe Credit Agreement are guaranteed by MoneyLion Inc., as parent, and each of its direct and indirect existing and future wholly-owned subsidiary, other than SPVs, certain foreign subsidiaries, certain regulated subsidiaries and certain other excluded subsidiaries (the “Guarantors”). The Monroe Credit Agreement is entered into by MoneyLion Technologies Inc. The Monroe Credit Agreement is secured with a perfected, first-priority security interest in substantially all tangible and intangible assets of MoneyLion Technologies Inc. and each Guarantor, subject to certain customary exceptions. The settlement of the First Lien Loan was accounted for as a debt extinguishment and the Second Lien Loan was accounted for as a debt modification resulting in total expense recognized of $ 730 comprised of settlement fees and the write off of unamortized deferred financing costs. Other Debt — In August 2016, the Company entered into a $ 50,000 credit and security agreement (the “2016 Credit Agreement”) with a lender for the funding of finance receivables. The 2016 Credit Agreement allowed for increases in the maximum borrowings under the agreement up to $ 500,000 , bore interest at a rate as defined in the 2016 Credit Agreement and matured in February 2023. The 2016 Credit Agreement also required the Company to adhere to certain financial covenants along with certain other financial reporting requirements. The Company did not meet certain of these covenant requirements as of December 31, 2019, for which it received a waiver from the lender. The 2016 Credit Agreement was terminated upon the Business Combination Closing by mutual agreement of the Company and the lender; there was no outstanding balance under the 2016 Credit Agreement at the time of termination. In connection with the 2016 Credit Agreement, the Company granted warrants allowing the lender to purchase up to 2.5 % of Legacy MoneyLion’s outstanding common stock, or 255,402 warrants. All tranches were exercised and converted into Class A Common Stock in connection with the Business Combination. In April 2020, the Company borrowed $ 3,207 from a bank under the U.S. Small Business Administration’s (“SBA”) Paycheck Protection Program introduced as part of the U.S. Government’s COVID-19 relief efforts (the “PPP Loan”). In June 2021, the SBA approved the Company’s application for forgiveness with respect to the entire outstanding balance of the PPP Loan of $ 3,207 which resulted in a gain which is included as a component of other operating (income) expenses in the consolidated statements of operations during the twelve months ended December 31, 2021. In September 2021, ROAR 1 SPV Finance LLC, an indirect wholly owned subsidiary of the Company (the “ROAR 1 SPV Borrower”), entered into a $ 100,000 credit agreement (the “ROAR 1 SPV Credit Facility”) with a lender for the funding of finance receivables, which secure the ROAR 1 SPV Credit Facility. The ROAR 1 SPV Credit Facility allows for increases in maximum borrowings under the agreement of up to $ 200,000 , bears interest at a rate of 12.5 % and matures in March 2025 , unless it is extended to March 2026. Under the terms of the ROAR 1 SPV Credit Facility, the ROAR 1 SPV Borrower is subject to certain covenants including minimum asset requirements to be held by ROAR 1 SPV Borrower. In December 2021, ROAR 2 SPV Finance LLC, an indirect wholly owned subsidiary of the Company (the “ROAR 2 SPV Borrower”), entered into a $ 125,000 credit agreement (the “ROAR 2 SPV Credit Facility”) with a lender for the funding of finance receivables, which secure the ROAR 2 SPV Credit Facility. The ROAR 2 SPV Credit Facility allows for increases in maximum borrowings under the agreement of up to $ 300,000 , bears interest at a rate of 12.5 % and matures in December 2025 , unless it is extended to December 2026. Under the terms of the ROAR 2 SPV Credit Facility, the ROAR 2 SPV Borrower is subject to certain covenants including minimum asset requirements to be held by ROAR 2 SPV Borrower. Debt Maturities — Of the principal related to the Company’s debt agreements, $ 20,000 , $ 146,000 and $ 70,000 will be repaid during the years ended December 31, 2023, 2025 and 2026, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. LEASES The Company is party to operating leases for all of our offices. Many leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the consolidated balance sheets are the periods provided by renewal and extension options that we are reasonably certain to exercise, as well as the periods provided by termination options that we are reasonably certain not to exercise. All long-term leases identified by the Company are classified as operating leases. Lease expenses related to long-term leases were $ 2,936 for the twelve months ended December 31, 2022. Short-term lease expense, variable lease expense and sublease income were not material for the twelve months ended December 31, 2022. Maturities of the Company’s long-term operating lease liabilities, which are included in other liabilities on the consolidated balance sheet, were as follows: December 31, 2022 2023 $ 3,301 2024 3,117 2025 2,670 2026 1,268 2027 904 Thereafter 768 Total lease payments 12,028 Less: imputed interest 2,410 Lease liabilities $ 9,618 Weighted-average remaining lease term (years) 4.2 Weighted-average discount rate 11.8 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES For the years ended December 31, 2022 and 2021 , income tax expense computed at the federal statutory income tax rate of 21 % differed from the recorded amount of income tax expense due primarily to state income taxes and permanent differences. A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Years Ended December 31, 2022 2021 Federal statutory rate $ ( 46,515 ) 21.00 % $ ( 38,258 ) 21.00 % Effect of: State taxes, net of federal tax benefit ( 3,962 ) 1.79 % ( 6,649 ) 3.65 % Deferred rate change ( 847 ) 0.38 % ( 367 ) 0.20 % Change in fair value of subordinated convertible notes — — % 8,794 ( 4.83 )% Change in fair value of warrant liability ( 1,664 ) 0.75 % 8,322 ( 4.57 )% Return to provision 396 ( 0.18 )% 3,453 ( 1.90 )% Goodwill impairment 28,720 ( 12.97 )% — — % Other permanent differences ( 4,972 ) 2.24 % ( 473 ) 0.26 % Other 1,411 ( 0.63 )% 1,180 ( 0.65 )% Release of valuation allowance ( 26,020 ) 11.75 % — — % Change in valuation allowance 27,819 ( 12.56 )% 24,054 ( 13.20 )% Total $ ( 25,634 ) 11.57 % $ 56 ( 0.03 )% The income tax (benefit) expense is as follows: Years Ended 2022 2021 Current: Federal $ — $ — State and local 185 56 Non-U.S. 201 — 386 56 Deferred taxes: Federal ( 20,930 ) — State and local ( 5,090 ) — Non-U.S. — — ( 26,020 ) — Income tax (benefit) expense $ ( 25,634 ) $ 56 The tax effects of the primary temporary differences included in net deferred tax assets and liabilities are shown in the following table: December 31, 2022 2021 Net operating loss carryforwards $ 112,952 $ 72,867 Allowance for losses on finance receivables 6,576 6,318 Research and development credit 1,246 1,173 Stock compensation 1,235 326 Legal reserve 454 465 Other 718 3,610 Total deferred tax assets, gross 123,181 84,759 Less: valuation allowance ( 84,952 ) ( 83,153 ) Total deferred tax assets, net 38,229 1,606 Deferred finance receivable fees and costs, net ( 84 ) ( 261 ) Depreciation and amortization ( 41,169 ) ( 1,312 ) Other ( 30 ) ( 33 ) Total deferred tax liabilities ( 41,283 ) ( 1,606 ) Total deferred tax liabilities, net $ ( 3,054 ) $ — As of December 31, 2022 and 2021, the Company maintained a valuation allowance of $ 84,952 and $ 83,153 , respectively. The valuation allowance was recorded due to the fact that the Company has incurred operating losses to date and is unable to forecast when such deferred tax assets will be utilized. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $ 1,799 and increased by $ 24,054 during the twelve months ended December 31, 2022 and 2021, respectively. The Company's financial statements included a full valuation allowance against net deferred tax assets before the ML Enterprise Acquisition. After considering the ML Enterprise Acquisition, the projected consolidated results and the available net deferred tax liability from ML Enterprise of approximately $ 29,100 , the Company was able to release part of the valuation allowance due to the change in the overall net deferred tax asset. The acquired deferred tax liability supports the realization of certain deferred tax assets of the Company and, therefore, a benefit for the valuation allowance release is included in the tax provision. The partially offsetting increase to the valuation allowance of approximately $ 27,819 was in relation to normal business operations. Total U.S. federal and state operating loss carryforwards as of December 31, 2022 and 2021 were approximately $ 786,600 and $ 517,700 , respectively. U.S. federal net operating loss carryforwards begin to expire in 2033, and state operating loss carryforwards begin to expire in 2027. U.S. Federal net operating losses of approximately $ 417,000 carry forward indefinitely. The Company has completed a review to determine whether the future utilization of net operating loss and credit carryforwards will be restricted due to ownership changes that have occurred. Due to the ML Enterprise Acquisition, the Company experienced an ownership change on February 17, 2022. Thus, the Company's net operating loss carryforwards are subject to an annual limitation of approximately $ 8,200 per year. The Company had a net unrealized built-in gain corporation on the ownership change date and had a net unrealized built-in gain of approximately $ 330,700 at the change date. As a result, under the section 338 Approach of Notice 2003-65, the Company's annual limitation is expected to be increased in the first five years post-change by approximately $ 121,400 . Based on the February 17, 2022 limitation, all of the total net operating loss carryforwards are expected to become utilizable by the tax year ending December 31, 2043. |
Common and Preferred Stock
Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
COMMON AND PREFERRED STOCK | 12. COMMON AND PREFERRED STOCK Class A Common Stock— Each holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, as provide by the Company’s Certificate of Incorporation (as amended from time to time). The holders of the shares of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by the holders of Class A Common Stock must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast present in person or represented by proxy, unless otherwise specified by law, the Company’s Certificate of Incorporation or Bylaws (as amended from time to time). Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by MoneyLion’s Board of Directors out of funds legally available therefor. In the event of any voluntary or involuntary liquidation, dissolution or winding up of MoneyLion’s affairs, the holders of the shares of Class A Common Stock are entitled to share ratably in all assets remaining after payment of MoneyLion’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then outstanding, if any. The holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Class A Common Stock. The rights, preferences and privileges of holders of shares of Class A Common Stock will be subject to those of the holders of any shares of the preferred stock MoneyLion may issue in the future. Following the Business Combination Closing on September 22, 2021, 970,000 shares of Class A Common Stock were redeemed for $ 9,700 . Series A Preferred Stock —The Fourth Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on September 22, 2021, authorizes the issuance of 200,000,000 shares of preferred stock, par value $ 0.0001 per share. Each holder of the shares of Series A Preferred Stock (other than certain regulated holders subject to the Bank Holding Company Act of 1956, as amended) is entitled to vote as a single class with the holders of the Class A Common Stock and the holders of any other class or series of capital stock of MoneyLion then entitled to vote. Holders of the Series A Preferred Stock are entitled to a 30 cent cumulative annual dividend per share, payable at the Company’s election in either cash or Class A Common Stock (or a combination thereof), with any dividends on the Class A Common Stock valued based on the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE for the 20 trading days ending on the trading day immediately prior to the date on which the dividend is paid. Upon a liquidation of the Company, holders of the Series A Preferred Stock will be entitled to a liquidation preference of the greater of $ 10.00 per share or the amount per share that such holder would have received had the Series A Preferred Stock been converted into Class A Common Stock immediately prior to the liquidation. Shares of Series A Preferred Stock are convertible into shares of Class A Common Stock on a one-for-one basis, subject to customary anti-dilution adjustments. The Series A Preferred Stock (i) is convertible at any time upon the holder’s election and (ii) automatically converts into Class A Common Stock if the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE equals or exceeds $ 10.00 on any 20 trading days (which may be consecutive or nonconsecutive) within any consecutive 30 trading day period that ends no later than the last day of the lockup period that applies to such shares of Series A Preferred Stock. Preferred Stock Issued Before the Business Combination— Each share of Legacy MoneyLion’s redeemable convertible preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and non-assessable shares of Legacy MoneyLion Common Stock as could be determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. Pursuant to the Business Combination Merger Agreement, all outstanding shares of Legacy MoneyLion’s redeemable convertible preferred stock automatically converted into 116,264,374 shares of Class A Common Stock after giving effect to the Exchange Ratio upon the Business Combination Closing. See Note 3, “Business Combination” for additional information on the Business Combination. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION 2014 Stock Option Plan Prior to the Business Combination, MoneyLion’s Amended and Restated 2014 Stock Option Plan (the “2014 Plan”) allowed the Company to provide benefits in the form of stock options. The Company had designated a total of 2,492,060 shares of common stock to the 2014 Plan. Upon the Business Combination Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under such plan. Incentive Plan At the Special Meeting, Fusion stockholders approved the Omnibus Incentive Plan. As of the Business Combination Closing, each Legacy MoneyLion Option that was outstanding and unexercised as of immediately prior to the Business Combination Closing Date automatically converted into the right to receive an option to acquire a number of shares of Class A Common Stock equal to the number of shares of Legacy MoneyLion Common Stock subject to such MoneyLion Option as of immediately prior to the Business Combination Closing Date, multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of such Legacy MoneyLion Option in effect immediately prior to the Business Combination Closing Date, divided by the Exchange Ratio (rounded up to the nearest whole cent). The intent behind the terms in the Business Combination Merger Agreement related to the exchange of the Legacy MoneyLion Options was to provide the holders with awards of equal value to the original awards. Accordingly, the impact of the conversion was such that the number of shares issuable under the modified awards and the related exercise prices were adjusted using the Exchange Ratio with all other terms remaining unchanged. The conversion ratio adjustment was without substance (akin to a stock split), and therefore, the effect of the change in the number of shares and the exercise price and share value were equal and offsetting to one another. As a result, the fair value of the modified awards was equal to the fair value of the awards immediately before the modification and, therefore, there was no incremental compensation expense that should be recognized. There were no changes to the vesting period within the plan. At the Company's 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"), Company stockholders approved the Company's Amended and Restated Omnibus Incentive Plan (as may be amended or restated from time to time, the “Incentive Plan”), as further described in the Company's Definitive Proxy Statement for the 2022 Annual Meeting, filed with the SEC on April 29, 2022. The Incentive Plan permits the Company to deliver up to 79,297,049 shares of Class A Common Stock pursuant to awards issued under the Incentive Plan, including up to 38,985,776 shares of Class A Common Stock subject to outstanding prior awards granted under the 2014 Plan and 5,889,466 "Substitute Awards" (as defined in the Incentive Plan) granted in connection with the ML Enterprise Acquisition. The number of shares of Class A Common Stock reserved for issuance under the Incentive Plan will automatically increase on January 1 of each fiscal year beginning on January 1, 2023 and ending on January 1, 2031 by an amount equal to the lesser of (i) 5 % of the total number of shares of all classes of the Company's voting stock outstanding on December 31 st of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A Common Stock as determined by the Compensation Committee of the Board of Directors. Stock-based compensation of $ 19,603 and $ 5,039 was recognized during the twelve months ended December 31, 2022 and 2021, respectively. Summary of Stock Option Activity The weighted average grant date fair value of options granted during the twelve months ended December 31, 2022 and 2021 was $ 2.10 and $ 1.50 , respectively. The grant date fair values for the year ended December 31, 2021 were calculated using the Black-Scholes Merton option pricing model, which analyzes volatility, lack of marketability, and comparable companies, among other factors in determining the fair value of each share granted. The grant date fair values for the year ended December 31, 2022 were calculated using Monte Carlo simulation model which utilized estimates of future stock price volatility, expected term, expected forfeitures and risk-free interest rate. Assumptions used for the options granted during the twelve months ended December 31, 2022 and 2021 are as follows: Twelve Months Ended December 31, 2022 2021 Expected Volatility 81 % 65 % Expected Dividend — — Expected Term in Years 5.00 6.08 Expected Forfeitures 0 % 0 % Risk Free Interest Rate 0.99 % 0.59 % - 0.67 % The following table represents option activity since December 31, 2020: Weighted Weighted Average Average Exercise Remaining Aggregate Number Price Per Contractual Intrinsic of Options Option Term Value Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 266,548 Options granted 6,524,723 2.57 Options exercised ( 2,062,803 ) 0.34 $ ( 13,268 ) Options forfeited ( 539,915 ) 0.93 Options expired ( 1,916,974 ) 0.20 Options outstanding at December 31, 2021 37,458,547 $ 0.80 7.6 Years $ 121,108 Options granted 5,901,846 0.94 Options exercised ( 6,961,252 ) 0.46 $ 5,782 Options forfeited ( 2,837,443 ) 1.10 Options expired ( 475,316 ) 1.59 Options outstanding at December 31, 2022 33,086,382 $ 0.86 6.6 Years $ 5,234 Exercisable at December 31, 2022 24,956,089 0.68 6.2 Years $ 4,883 Unvested at December 31, 2022 8,130,293 $ 1.41 10,730,913 options vested during the twelve months ended December 31, 2022 with an aggregate intrinsic value of $ 2,063 . Total compensation cost related to unvested options not yet recognized as of December 31, 2022 was $ 6,225 and will be recognized over a weighted average of 1.0 years. Summary RSU and PSU Activity During 2021, the Company issued 627,228 RSUs at a weighted average grant date fair value per share of $ 5.97 . All of the RSUs remained unvested and outstanding as of December 31, 2021. The RSUs entitle the holder to receive one share of common stock for each unit when the units vest and typically RSUs vest over periods ranging from one to four years . During 2022, the Company continued issuing RSUs and also began issuing PSUs that entitle the holder to receive a specific number of Class A Common Stock, some of which are dependent on the market performance of Class A Common Stock ("Market PSUs") while others are based on Key Performance Indicators ("KPIs"). KPIs include, but are not limited to, adjusted revenue, adjusted EBITDA and total customers as further described in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations". The KPI PSU performance conditions are assessed each reporting period and expense related to these PSUs is adjusted by a factor consistent with the expected performance as of the reporting date. The grant date fair values for the Market PSUs issued during the twelve months ended December 31, 2022 were calculated using Monte Carlo simulation model which utilized estimates of future stock price volatility, expected term, cost of equity and risk-free interest rate. Assumptions used for the Market PSUs granted during the twelve months ended December 31, 2022 are as follows: Twelve Months Ended December 31, 2022 Expected Volatility 53 % - 80 % Expected Dividend — Expected Term in Years 3.30 - 4.00 Risk Free Interest Rate 2.10 % - 4.50 % Cost of Equity 11.90 % - 13.90 % The following table represents RSU and PSU activity since December 31, 2021: Market PSUs KPI PSUs RSUs Weighted Weighted Weighted Average Grant Average Grant Average Grant Date Fair Date Fair Date Fair Value Value Value Units Per Unit Units Per Unit Units Per Unit Units outstanding at December 31, 2021 — $ — — $ — 627,228 $ 5.97 Units granted 10,020,124 0.87 2,672,131 1.97 21,655,225 1.76 Units forfeited — — — — ( 2,123,642 ) 1.89 Units vested — — ( 44,803 ) 1.10 ( 2,427,142 ) 2.77 Units outstanding at December 31, 2022 10,020,124 $ 0.87 2,627,328 $ 1.98 17,731,669 $ 1.75 Total compensation cost related to unvested RSUs and PSUs not yet recognized as of December 31, 2022 was $ 35,347 and will be recognized over a weighted average of 1.3 years. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Stock Warrants [Abstract] | |
STOCK WARRANTS | 14. STOCK WARRANTS Public Warrants and Private Placement Warrants As a result of the Business Combination, MoneyLion acquired from Fusion, as of September 22, 2021, public warrants outstanding to purchase an aggregate of 17,499,989 shares of the Class A Common Stock (the “Public Warrants”) and private placement warrants outstanding to purchase an aggregate of 8,100,000 shares of the Class A Common Stock (the “Private Placement Warrants” and together with the Public Warrants, the “warrants”). Each whole warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share, at any time commencing on 12 months from closing of Fusion’s initial public offering. Redemption of Warrants for Cash The Company may call the warrants for redemption: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Common Stock and equity-linked securities for capital raising purposes in connection with the Business Combination Closing for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders). If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Except as described above, if holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing the product of the number of shares of Money Lion Class A Common Stock underlying the warrants multiplied by the excess of the “historical fair market value” (defined below) less the exercise price of the warrants, by the historical fair market value. For these purposes, the “historical fair market value” shall mean the average last reported sale price of the Class A Common Stock. Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. At the time of the Merger, the Public Warrants assumed by the Company were recorded at fair value within additional paid-in capital in the amount of $ 23,275 . As of December 31, 2022 and 2021, the aggregate value of the Private Placement Warrants was $ 337 and $ 8,260 , respectively, representing Private Placement Warrants outstanding to purchase 8,100,000 shares of Class A Common Stock. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the consolidated balance sheet. The Private Placement Warrant liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statement of operations. The Private Placement Warrants are measured at fair value on a recurring basis. The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is calculated using Level 3 inputs. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants is the expected volatility of the Class A Common Stock. The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: December 31, 2022 2021 Strike price $ 11.50 $ 11.50 Expected Volatility 79 % 61 % Expected Dividend - Class A Common Stock — — Expected Term in Years 3.73 4.73 Risk Free Interest Rate 4.14 % 1.22 % Warrant Value Per Share $ 0.62 $ 1.02 The following table presents the changes in the fair value of the warrants: Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,466 Mark-to-market adjustment ( 21,206 ) Warrants payable balance, December 31, 2021 8,260 Mark-to-market adjustment ( 7,923 ) Warrants payable balance, December 31, 2022 $ 337 Legacy MoneyLion Warrants See Note 3, “Business Combination” for details on the Legacy MoneyLion Warrants. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table sets forth the computation of net loss per common share for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Numerator: Net loss ( 189,066 ) ( 169,484 ) Net income attributable to redeemable noncontrolling interests - ( 12,776 ) (Accrual) / reversal of dividends on preferred stock ( 6,880 ) 42,728 Net loss attributable to common shareholders $ ( 195,946 ) $ ( 139,532 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 241,695,859 97,158,738 Net loss per share attributable to common stockholders - basic and diluted (1) $ ( 0.81 ) $ ( 1.44 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $ 56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. The Company’s potentially dilutive securities, which include stock options, RSUs, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share because including them would have an anti-dilutive effect for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Conversion of convertible preferred stock (1) 25,655,579 - Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 25,599,889 PSUs, RSUs and options to purchase common stock (1) 63,465,503 38,085,775 Right to receive earnout shares 17,500,000 17,500,000 Total common stock equivalents 132,220,971 81,185,664 (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Purchase Commitments — , the Company’s estimated minimum obligations associated with unconditional purchase obligations, which are not recognized in the Company’s consolidated balance sheet, were $ 1,894 in 2023, $ 8,250 in 2024, $ 8,500 in 2025, $ 8,500 in 2026 and $ 8,500 in 2027. For the year ended December 31, 2022 and 2021 , purchases related to these obligations were $ 5,306 and $ 0 , respectively. Lease Commitments —The Company leases various office space, including the corporate office location, from third parties under non-cancellable agreements which require various minimum annual rentals. Certain of the leases also require the payment of normal maintenance, utilities and related real estate taxes on the properties. Rent expense totaled $ 997 for the year ended December 31, 2021. See Note 10, "Leases" for lease information as of and for the year ended December 31, 2022. Legal Matters— From time to time, the Company is subject to various claims and legal proceedings in the ordinary course of business, including lawsuits, arbitrations, class actions and other litigation. The Company is also the subject of various actions, inquiries, investigations and proceedings by regulatory and other governmental agencies. The outcome of any such legal and regulatory matters, including those discussed in this Note 16, is inherently uncertain, and some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, which could materially and adversely impact the Company's business, financial condition, operating results and cash flows. See Part I, Item 1A “Risk Factors — Risks Relating to Legal and Accounting Matters — Unfavorable outcomes in legal proceedings may harm our business, results of operations and cash flow.” The Company has determined, based on its current knowledge, that the aggregate amount or range of losses that are estimable with respect to its legal proceedings, including the matters described below, would not have a material adverse effect on its business, financial position, results of operations or cash flows. As of December 31, 2022, amounts accrued were not material. Notwithstanding the foregoing, the ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. It is possible that an adverse outcome of any matter could be material to the Company's business, financial position, results of operations or cash flows as a whole for any particular reporting period of occurrence. In addition, it is possible that a matter may prompt litigation or additional investigations or proceedings by other government agencies or private litigants. The Company holds a number of state licenses in connection with its business activities, and must also comply with other applicable compliance and regulatory requirements in the states where it operates. In most states where the Company operates, one or more regulatory agencies have authority with respect to regulation and enforcement of the Company's business activities under applicable state laws, and the Company may also be subject to the supervisory and examination authority of such state regulatory agencies. Examinations by state regulators have and may continue to result in findings or recommendations that require the Company, among other potential consequences, to provide refunds to customers or to modify its internal controls and/or business practices. In the ordinary course of its business, the Company is and has been from time to time subject to, and may in the future be subject to, governmental and regulatory examinations, information requests, investigations and proceedings (both formal and informal) in connection with various aspects of its activities by state agencies, including the California Department of Financial Protection and Innovation, the Attorney General of the Commonwealth of Virginia, the New York Attorney General’s Office and the Colorado Department of Law, certain of which may result in adverse judgments, settlements, fines, penalties, restitution, disgorgement, injunctions or other relief. The Company has responded to and cooperated with the relevant state agencies and will continue to do so in the future, as appropriate. On September 29, 2022, the Consumer Financial Protection Bureau (the “CFPB”) initiated a civil action in the United States District Court for the Southern District of New York against MoneyLion Technologies Inc., ML Plus LLC and the Company's 38 state lending subsidiaries, alleging violations of the Military Lending Act and the Consumer Financial Protection Act. The CFPB is seeking injunctive relief, redress for allegedly affected consumers and civil monetary penalties. On January 10, 2023, the Company moved to dismiss the lawsuit, asserting various constitutional and merits-based arguments. The Company continues to believe the CFPB’s claims are meritless and is vigorously defending the lawsuit. Nonetheless, at this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations the lawsuit may have on its business, financial condition or results of operations. As previously reported, the Company had been cooperating with an investigation by the SEC concerning IIA, which primarily held assets from institutional investors and was our primary source of funding for originated receivables through the end of the fourth quarter of 2021. On November 9, 2022, the Company was informed by the SEC's Division of Enforcement that it has concluded the investigation regarding MoneyLion and IIA and does not plan to recommend that the SEC take any enforcement action. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Mergers and Acquisitions [Abstract] | |
MERGERS AND ACQUISITIONS | 17. MERGERS AND ACQUISITIONS ML Enterprise— On February 17, 2022, the Company completed the acquisition of all voting interest in Even Financial Inc., which was subsequently renamed to ML Enterprise Inc., pursuant to the Amended and Restated Agreement and Plan of Merger, by and among the Company, Epsilon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company, Even Financial Inc. and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the equityholders of Even Financial Inc. ML Enterprise powers the leading embedded finance marketplace solutions MoneyLion offers to its Enterprise Partners through which consumers are connected and matched with real-time, personalized financial product and service recommendations. For the over 1,000 Enterprise Partners in MoneyLion's network who integrate MoneyLion's software platform onto their properties, MoneyLion enables a more simple and efficient system of customer acquisition and also provides value-added data analytics and reporting services to enable them to better understand the performance of their marketplace programs and optimize their business over time. The ML Enterprise Acquisition expanded MoneyLion's addressable market, extended the reach of its own products and services and diversified its revenue mix. At the closing of the ML Enterprise Acquisition, the Company (i) issued to the equityholders of Even Financial Inc. an aggregate of 28,164,811 shares of Series A Preferred Stock, along with an additional 529,120 shares of Series A Preferred Stock to advisors of Even Financial Inc. for transaction expenses, valued at $ 193,721 , (ii) paid to certain Even Financial Inc. management equityholders approximately $ 14,514 in cash and (iii) exchanged 8,883,228 options to acquire Even Financial Inc. common stock for 5,901,846 options to acquire Class A Common Stock, of which the vested portion at the acquisition date was valued at $ 8,960 . The equityholders and advisors of Even Financial Inc. are also entitled to receive an additional payment from the Company of up to an aggregate of 8,000,000 shares of Series A Preferred Stock, based on the attributed revenue of ML Enterprise ’s business during the 13-month period commencing January 1, 2022 (the “Earnout”), and certain recipients of options to acquire shares of the Company’s Class A common stock are entitled to receive dividend equivalents in lieu of receiving Series A Preferred Stock, subject to certain conditions (the “Preferred Stock Equivalents”). The combined value of the Earnout and Preferred Stock Equivalents, which represents contingent consideration, was $ 45,330 as of the closing of the ML Enterprise Acquisition. The total purchase price was approximately $ 271,096 , subject to customary purchase price adjustments for working capital and inclusive of amounts used to repay approximately $ 5,703 of existing indebtedness of Even Financial Inc. and pay $ 2,868 of seller transaction costs. The fair value of Even Financial Inc.’s acquired assets and liabilities assumed were as follows: February 17, 2022 Assets Cash and cash equivalents $ 4,501 Enterprise receivables 9,863 Property and equipment 441 Intangible assets 182,640 Goodwill 111,474 Other assets 3,354 Total assets 312,273 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 9,258 Deferred tax liability 29,073 Other liabilities 2,846 Total liabilities 41,177 Net assets and liabilities acquired $ 271,096 The goodwill related to the ML Enterprise Acquisition was not tax deductible and was comprised of expected synergies from combining operations and the value of intangible assets that do not qualify for separate recognition. The Earnout and Preferred Stock Equivalents were valued at $ 8,943 as of December 31, 2022, and were included in other liabilities on the consolidated balance sheet. The $ 36,387 decrease in fair value for the twelve months ended December 31, 2022 was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions. The Earnout and Preferred Stock Equivalents were valued using a Monte Carlo simulation model, which is calculated using Level 3 inputs. The primary unobservable inputs utilized in determining the fair value of the Earnout and Preferred Stock Equivalents are the expected volatility of the Class A Common Stock and the revenue levels of ML Enterprise. The following table presents the quantitative information and certain assumptions regarding Level 3 fair value measurement of the Earnout and Preferred Stock Equivalents: December 31, 2022 Expected Volatility 105 % Expected Dividend - Class A Common Stock — Expected Term in Years 5.00 Risk Free Interest Rate 3.93 % The Company’s pro forma revenue and net loss for the twelve months ended December 31, 2022 and 2021 below have been prepared as if ML Enterprise had been purchased on January 1, 2021. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense. Twelve Months Ended December 31, 2022 2021 (unaudited) Revenue $ 349,844 $ 226,761 Net loss $ ( 193,495 ) $ ( 201,410 ) MALKA —On November 15, 2021, MoneyLion completed the MALKA Acquisition. MALKA forms the basis of MoneyLion's media division and provides MoneyLion with the creative capabilities to produce and deliver engaging and dynamic content in support of MoneyLion's product and service offerings. MALKA also offers creative media and marketing services to clients in MoneyLion's Enterprise business. The MALKA Acquisition accelerated MoneyLion's ability to engage consumers across digital media, allowing it to directly connect with communities natively inside and outside of the MoneyLion platform. The total purchase price of the MALKA Acquisition was approximately $ 52,685 . In connection with the closing of the MALKA Acquisition, MoneyLion issued 3,206,167 restricted shares of Class A Common Stock and paid $ 10,000 in cash in aggregate to Jeffrey Frommer, Lyusen Krubich, Daniel Fried and Pat Capra, the former members of MALKA (the "Sellers"), in exchange for all of the issued and outstanding membership interests of MALKA. The Membership Interest Purchase Agreement governing the MALKA Acquisition includes a make-whole provision with respect to the initial shares issued pursuant to which the Company was required to issue additional restricted shares of Class A Common Stock or pay additional cash, as determined by the Company in its sole discretion, on each of December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 (the “Closing Make-Whole Provision”), which was valued at $ 10,870 as of the closing date of the MALKA Acquisition. MoneyLion also paid down $ 2,196 of MALKA debt facilities. The Membership Interest Purchase Agreement governing the MALKA Acquisition also includes certain earnout provisions and related make-whole provisions based on MALKA revenue and EBITDA targets in 2021 and 2022 entitling the Sellers to earn up to an additional $ 35.0 million payable in restricted shares of Class A Common Stock. The $ 35 million payable in earnout restricted shares based on 2021 and 2022 operating performance was valued at $ 11,782 as of the closing of the MALKA Acquisition. The restricted shares payable based on 2021 and 2022 operating performance and the Closing Make-Whole Provision were valued at $ 2,444 and $ 29,561 as of December 31, 2022 and December 31, 2021 , respectively, and were included in other liabilities on the consolidated balance sheets. The final shares under the Closing Make-Whole Provision were issued on September 30, 2022 and therefore no liability was outstanding as of December 31, 2022 related to the Closing Make-Whole Provision. The $ 4,867 decrease and $ 10,838 increase in fair value for the twelve months ended December 31, 2022 and 2021, respectively, was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions. The restricted shares payable based on 2021 and 2022 operating performance were valued using a Monte Carlo simulation model, which is calculated using Level 3 inputs as of December 31, 2021. The primary unobservable inputs utilized in determining the fair value of the restricted shares payable are the expected volatility of the Class A Common Stock and the revenue and EBITDA levels of MALKA. The restricted shares payable based on 2021 and 2022 operating performance were valued based on the Class A Common Stock price per share as of December 31, 2022. The following table presents the quantitative information and certain assumptions regarding Level 3 fair value measurement of the restricted shares payable based on 2021 and 2022 operating performance: December 31, 2021 Expected Volatility 85 % Expected Dividend - Class A Common Stock — Risk Free Interest Rate 0.38 % The fair value of MALKA’s acquired assets and liabilities were as follows: November 15, 2021 Assets Cash and cash equivalents $ 51 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 4,858 Total assets $ 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 2,261 Total liabilities 2,261 Equity: Additional paid-in capital 52,685 Total equity 52,685 Total liabilities and equity $ 54,946 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 18. RELATED PARTIES In the ordinary course of business, we may enter into transactions with directors, principal officers, their immediate families, and affiliated companies in which they are principal stockholders (commonly referred to as “related parties”). Some of our directors hold financial interests in separate entities, which the Company utilized in the ordinary course of business during the years ended December 31, 2022 and 2021 . The Company is party to an Amended and Restated Marketing Consulting Agreement, dated as of May 11, 2021 and as amended from time to time (the “Marketing Consulting Agreement”), with LeadGen Data Services LLC (“LeadGen”), pursuant to which LeadGen provides the Company with certain marketing, consumer acquisition, lead generation and other consulting services. For the year ended December 31, 2022 and 2021, MoneyLion incurred expenses of $ 12,377 and $ 6,624 , respectively, to LeadGen and earned $ 15,709 and $ 7,083 of revenue under the Marketing Consulting Agreement. As of December 31, 2022 and 2021, the net receivable owed to the Company from LeadGen was $ 867 and $ 30 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 16, 2023, the date on which these consolidated financial statements were available to be issued, and concluded that the following subsequent events were required to be disclosed: In January 2023, the Company repaid $ 20,000 of the principal balance owed under the ROAR 1 SPV Credit Facility. On March 10, 2023, the California Department of Financial Protection and Innovation closed Silicon Valley Bank ("SVB") and appointed the Federal Deposit Insurance Corporation ("FDIC") as receiver. At such time, the Company held a substantial portion of its cash deposits at SVB and utilized SVB to process payments. On March 12, 2023, the U.S. Department of the Treasury, U.S. Federal Reserve, and the FDIC announced that depositors of SVB would have access to all of their cash deposits starting March 13, 2023, and on March 13, 2023, the FDIC announced that it transferred all deposits and substantially all assets of SVB to a newly created, full-service FDIC-operated bridge bank, Silicon Valley Bridge Bank, N.A. On March 13, 2023, the Company transferred substantially all of its cash deposits at SVB to new financial institutions. The Company does not anticipate any losses with respect to its cash that had been deposited with SVB or is deposited with Silicon Valley Bank, N.A., which continues to process payments for the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements included, but are not limited to, revenue recognition, provision for transaction losses, accounting for business combinations, determination of useful lives of property and equipment, valuation and useful lives of intangible assets, impairment assessment of goodwill, internal-use software, valuation of common stock, valuation of stock warrants, valuation of convertible notes, stock option valuations, income taxes, and the recognition and disclosure of contingent liabilities. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. |
Revenue Recognition and Related Receivables | Revenue Recognition and Related Receivables— The following table summarizes revenue by type for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Consumer revenues Service and subscription fees $ 208,829 $ 148,488 Net interest income on finance receivables 10,147 7,002 Total consumer revenues 218,976 155,490 Enterprise service revenues 121,769 15,585 Total revenue, net $ 340,745 $ 171,075 |
Service and subscription fees | Service and subscription fees— The Credit Builder Plus membership was developed to allow consumer customers to access affordable credit through asset collateralization, build savings, improve financial literacy and track their financial health. The Credit Builder Plus membership is intended to emphasize the program’s ability to help consumer customers build credit while also saving. Members receive access to the Company’s Credit Builder Plus secured personal loans, banking account and related services, managed investment services, an online cryptocurrency account, credit tracking services and Instacash advances. The membership subscription fee is recognized on a daily basis throughout the term of the individual subscription agreements, as the control of the membership services is delivered to the customer evenly throughout that term. Subscription receivables are recorded at the amount billed to the customer. The Company policy is to suspend recognition of subscription revenue when the last scheduled subscription payment is 30 days past due, or when, in the Company’s estimation, the collectability of the account is uncertain. Membership subscription revenue is recognized gross over time. As the Company performs promised services to members, including those services that the members receive access to as part of the Credit Builder Plus membership, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company evaluates whether it is appropriate to recognize revenue on a gross basis or net of costs associated with the transaction based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfilment of the promise, and has the latitude in establishing pricing, among other factors. Most service fees are related to the Company’s Instacash advance product. Users may obtain cash from interest-free Instacash advances in 1-3 business days or may elect to receive cash immediately through the Company’s instant transfer option. The Company charges a fee when the instant transfer option is elected by a customer. Instant transfer fees are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. |
Net interest income on loan receivables | Net interest income on loan receivables— Interest income and the related accrued interest receivables on loan-related receivables are accrued based upon the daily principal amount outstanding except for loans that are on nonaccrual status. The Company recognizes interest income using the interest method. The Company’s policy is to suspend recognition of interest income on finance receivables and place the loan on nonaccrual status when the account is 60 days or more past due on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain, and the account is less than 90 days contractually past due. |
Enterprise service revenues | Enterprise service revenues— The Company provides services to enterprise clients to allow them to better connect with existing end-users and reach new potential end-users. These services include lead generation services, advertising services and digital media and content production services custom designed to promote enterprise clients’ products and services. The Company has a single performance obligation to facilitate lead generating services to the providers of financial and non-financial products and services (“Product Partners”) whereby qualified consumers are matched with financial solutions offered by the Product Partners based on qualification and preference. Lead generation fees are earned through the operation of a robust technology platform via an API that connects consumers to financial institutions and financial service providers. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized financial solution options and matches the demand and supply of financial services. The lead generating services conducted through the API comprise a series of distinct services that are substantially the same and have the same pattern of transfer. The Company is entitled to receive transaction fees that are based on performance structure, including but not limited to cost per funded loan, cost per approved credit card, cost per click or cost per savings accounts, or revenue share based on successful lead conversion. The transaction fees and revenue share are considered revenue from contracts with Product Partners, including financial institutions and other financial service providers. These fees and revenue share to which the Company expects to be entitled are deemed variable consideration because the loan volume over the contractual term is not known. Because the lead generating service performance obligation is a series of distinct services, the Company applies the variable consideration exception and allocates the variable consideration to the period in which the fees are earned, and recognizes revenue over time. The Company earns various SaaS and platform fees from certain enterprise partners. This revenue is recognized evenly over the required performance period. The Company generates advertising fees by displaying ads on the Company’s mobile application and by sending emails or other messages to potential end-users to promote the enterprise clients’ services. For advertising services, the Company enters into agreements with the enterprise clients in the form of a signed contract, which specifies the terms of the services and fees, prior to running advertising and promotional campaigns. The Company recognizes revenue from the display of impression-based ads and distribution of impression-based emails in the period in which the impressions are delivered in accordance with the contractual terms of the enterprise clients’ arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Digital media and content production services provided to enterprise clients are generally earned and recognized over time as the performance obligations within the contracts are satisfied. Payment terms vary from contract to contract such that collections may occur in advance of services being rendered, as services are rendered or after services are rendered. Contracts for digital media and content production services are typically short-term in duration. |
Allowance for Losses on Receivables | Allowance for Losses on Receivables— An allowance for losses on consumer receivables and related accrued interest and fee receivables is established to provide for probable losses incurred in the Company’s consumer receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of many factors, including changes in the nature, volume, and risk characteristics of the consumer receivables portfolio, including trends in delinquency and charge-offs and current economic conditions that may affect the consumer’s ability to pay. The allowance is developed on a general basis and each period management assesses each product type by origination cohort in order to determine the forecasted performance of those cohorts and arrive at an appropriate allowance rate for that period. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in any of the factors. The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on service and subscription fees receivables is established to provide probable losses incurred in the Company’s service and subscription fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Receivables from enterprise services have a low rate of default, and as such the related allowance is not material. The Company monitors enterprise receivable default rates for any indication of a deterioration in average credit quality that may result in more material levels of allowance for losses. |
Segment Information | Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for material operations, operating results and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment, and therefore, one reportable segment. |
Governmental Regulation | Governmental Regulation— The Company is subject to various state and federal laws and regulations in each of the states in which it operates, which are subject to change and may impose significant costs or limitations on the way the Company conducts or expands its business. The Company’s loans are originated under individual state laws, which may carry different rates and rate limits, and have varying terms and conditions depending upon the state in which they are offered. The Company is also subject to state licensing requirements of each individual U.S. state in which we operate, including with respect to certain consumer lending, life insurance and mortgage products and services that the Company offers directly or to which the Company connects consumers through third parties. Other governmental regulations include, but are not limited to, imposed limits on certain charges, insurance products and required licensing and qualification. |
Fair Value Measurements | —Accounting Standards Codification ("ASC") 820, Fair Value Measurement ("ASC 820"), provides a single definition of fair value and a common framework for measuring fair value as well as disclosure requirements for fair value measurements used in financial statements. Under ASC 820, fair value is determined based upon the exit price that would be received by a company to sell an asset or paid by a company to transfer a liability in an orderly transaction between market participants, exclusive of any transaction costs. Fair value measurements are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market from which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. ASC 820 creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The Company has no assets measured at fair value on a recurring or non-recurring basis as of December 31, 2022 nor December 31, 2021. Liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 are the Private Placement Warrants (as defined herein) and contingent consideration related to mergers and acquisitions, which are further described in Note 14, "Stock Warrants," and Note 17, "Mergers and Acquisitions," respectively. The Company has no liabilities measured at fair value on a non-recurring basis as of December 31, 2022 nor December 31, 2021 . There have been no transfers between levels during the twelve months ended December 31, 2022 nor December 31, 2021. The Company also has financial instruments which are not measured at fair value. The Company has evaluated cash, restricted cash, consumer receivables, net, enterprise receivables, receivables from payment processors, prepaid expenses, accounts payable and accrued liabilities and other financial instrument assets and liabilities, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the secured loans, other debt and lease liabilities approximate their carrying values. |
Net Loss Per Share | Net Loss Per Share— The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the redeemable convertible preferred stock to be a participating security as the holders are entitled to receive dividends at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted stock units, performance stock units, right to receive Earnout Shares, as defined in Note 3, “Business Combination,” and warrants to purchase redeemable convertible preferred stock and common stock were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the fiscal years ended December 31, 2022 and 2021 . |
Cash | Cash— Cash includes cash and cash equivalents held at financial institutions. For purposes of the consolidated financial statements, the Company considers all highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. At times, the Company may maintain deposits with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limits, but management believes any such amounts do not represent a significant credit risk. |
Restricted Cash | Restricted Cash— Restricted cash consists of cash required to be held on reserve by the Company’s vendors for purposes of loan or advance processing or funding and cash on hand in the VIEs. All cash accounts are held in federally insured institutions, which may at times exceed federally insured limits. The Company has not experienced losses in such accounts. Management believes the Company’s exposure to credit risk is minimal for these accounts. |
Goodwill | Goodwill— The Company performs goodwill impairment testing annually on the last day of the fiscal year or more frequently if indicators of potential impairment exist. A potential impairment indicator was identified on each of June 30, 2022, September 30, 2022 and December 31, 2022 due to a decline in the price of the Class A Common Stock and the Company's related market capitalization and, as such, the Company performed a goodwill impairment test as of June 30, 2022, September 30, 2022 and December 31, 2022. The goodwill impairment test is performed at the consolidated company level since the Company represents one reporting unit. The Company first evaluates whether it is more likely than not that the fair value of the reporting unit has fallen below its carrying amount. No indicators of fair value falling below the reporting unit carrying amount were noted on a quantitative or qualitative basis during the fiscal year 2021 assessment, the June 30, 2022 assessment nor the September 30, 2022 assessment. The June 30, 2022 and September 30, 2022 assessments indicated that the fair value of the reporting unit exceeded the reporting unit's carrying value. The fair value of the reporting unit was calculated by valuing the Class A Common Stock and the Company's Series A Redeemable Convertible Preferred Stock, par value $ 0.0001 per share (the "Series A Preferred Stock"), primarily based on the Class A Common Stock price per share. The calculation of fair value also includes an estimated control premium based on consultation between the Company's management and third-party valuation specialists. The December 31, 2022 assessment indicated that the carrying value of the reporting unit exceeded the reporting unit's fair value, resulting in a goodwill impairment loss of $ 136,760 , which also represents the accumulated impairment losses related to goodwill as of December 31, 2022. Determining the fair value of the reporting unit required the use of estimates and the exercise of significant judgment, which is inherently subjective in nature. For quantitative goodwill impairment testing, the fair value of the reporting unit was calculated using a blend of a discounted cash flow method and a guideline public company method. The discounted cash flow method calculation estimates the future cash flows from the reporting unit using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt. The discount rates used for our reporting unit in our December 31, 2022 impairment analysis was 30.5 %, and we applied a terminal year long-term growth rate of 3.0 %. The guideline public company method utilized the Company's historical and forecasted revenue to enterprise value ratio to determine revenue multiples to calculate the enterprise value of the reporting unit. The guideline public company method also includes an estimated control premium based on consultation between the Company's management and third-party valuation specialists. |
Intangible Assets | Intangible Assets— The Company’s intangible assets are made up of internal use software and acquired proprietary technology, customer relationships and trade names. The Company capitalizes qualifying internal use software development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs incurred during the application development stage internally or externally are capitalized and amortized on a straight-line basis over the expected useful life of three years. Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment charges were recognized during the years ended December 31, 2022 and 2021 . |
Income Taxes | Income Taxes— Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effects of future tax rate changes are recognized in the period when the enactment of new rates occurs. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 % likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for the options, restricted stock units ("RSUs") and performance share units ("PSUs") granted to employees or directors as stock-based compensation expense based on their grant date fair value. The fair value of all awards is recognized as an expense over the requisite service periods (generally the vesting period of the equity award) and is included in compensation and benefits in the Company's consolidated statement of operations. Forfeitures are accounted for as they occur. |
Warrant Liability | Warrant Liability —The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”). The Company determined that the Private Placement Warrants do not meet the criteria for equity treatment thereunder. For issued or modified warrants that do not meet all the criteria for equity treatment, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As such, each Private Placement Warrant is recorded as a liability and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model. The Public Warrants met the conditions for equity classification in accordance with ASC 815-40. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. |
Convertible Notes | Subordinated Convertible Notes —As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its Subordinated Convertible Notes (as defined below). In accordance with ASC 825, the Company records these Subordinated Convertible Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statement of operations. As a result of applying the fair value option, direct costs and fees related to the Subordinated Convertible Notes were expensed as incurred and were not deferred. The Company concluded that it was appropriate to apply the fair value option to the Subordinated Convertible Notes because there are no non-contingent beneficial conversion options related to the Subordinated Convertible Notes. The Subordinated Convertible Notes were valued using a scenario-based discounted cash flow analysis. The Company estimated the probability and timing of the scenarios based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The Subordinated Convertible Notes are classified as Level 3 because of the Company’s reliance on unobservable assumptions. |
Valuation of consideration transferred related to mergers and acquisitions | Valuation of consideration transferred related to mergers and acquisitions —The Company determined that the contingent consideration related to the earnout provisions, the Closing Make-Whole Provision (as defined herein) and the Preferred Stock Equivalents (as defined herein) in connection with the MALKA Acquisition and ML Enterprise Acquisition do not meet the criteria for equity treatment. For provisions that do not meet all the criteria for equity treatment, the contingent consideration is required to be recorded at fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized as a non-cash gain or loss on the statements of operations. As such, the MALKA and ML Enterprise earnout provision is recorded as a liability and any change in fair value is recognized in the Company's statements of operations. The fair value of the MALKA and ML Enterprise earnout was estimated using a Monte Carlo Simulation Model. The Company determined that the consideration related to the shares of Series A Preferred Stock transferred as part of the consideration for the ML Enterprise Acquisition meets the criteria for equity treatment. The fair value of this consideration was estimated using a Monte Carlo Simulation Model and recorded to equity on the date of issuance. |
Property and Equipment | Property and Equipment— Property and equipment is carried at cost. Depreciation is determined principally under the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Leasehold improvements 5 - 15 years Furniture and fixtures 5 - 7 years Computers and equipment 2 - 5 years |
Leases | Leases — Effective January 1, 2022, arrangements containing leases are evaluated as an operating or finance lease at lease inception. No finance leases were identified. For operating leases, the Company recognizes an operating right-of-use asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. Since an implicit rate of return is not readily determinable for the Company's leases, an incremental borrowing rate is used in determining the present value of lease payments. The incremental borrowing rate is determined using the rate of interest the Company pays to borrow funds on a collateralized basis, adjusted for differences in the lease term compared to the Company's debt using the differences in daily U.S. treasury par yield curve that correspond to the terms of the Company's lease and debt. These rates are updated on a quarterly basis for measurement of new lease obligations. Some leases include renewal options; however, generally it is not reasonably certain that these options will be exercised at lease commencement. Lease expense is recognized on a straight-line basis over the lease term, including leases with an initial term of 12 months or less which are not recognized on the Company's balance sheet. The Company separates lease and non-lease components for its real estate leases. |
Debt Issuance Costs | Debt Issuance Costs— Costs incurred to obtain debt financing are capitalized and amortized into interest expense over the life of the related debt using a method that approximates the effective interest method. Debt issuance costs are recorded as a contra debt balance in the accompanying consolidated financial statements. |
Marketing Costs | Marketing Costs— Costs related to marketing activities are expensed as incurred. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements— The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , effective January 1, 2022 , and applied the changes prospectively, recognizing a cumulative-effect adjustment to the beginning balance of retained earnings as of the adoption date. As permitted by the new guidance, the Company elected the package of practical expedients, which among other things, allowed historical lease classification to be carried forward. Upon adoption of the ASU No. 2016-02, the Company recognized an aggregate lease liability and right-of-use asset of $ 3,551 , calculated based on the present value of the remaining minimum lease payments for qualifying leases as of January 1, 2022. The cumulative-effect adjustment recognized to the beginning balance of retained earnings was not material. The adoption of the new guidance did no t impact the Company’s consolidated statements of operations nor cash flows. The Company adopted ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The adoption of ASU No. 2019-12 did not have a material impact on the Company's financial statements or the related notes. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted— The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012. Accordingly, the Company has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Company has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which, along with subsequent ASUs, creates a new credit impairment standard for financial assets measured at amortized cost and available-for-sale debt securities. The ASU requires financial assets measured at amortized cost (including loans, trade receivables and held-to-maturity debt securities) to be presented at the net amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of the asset, rather than incurred losses. The ASU requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down. The measurement of credit losses for newly recognized financial assets (other than certain purchased assets) and subsequent changes in the allowance for credit losses are recorded in the statement of income as the amounts expected to be collected change. The ASU is effective for nonpublic entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The estimated adoption impact on January 1, 2023 is an increase in assets of 0 % to 2 % of total assets as of December 31, 2022 and a reduction in accumulated deficit of 0 % to 2 % of accumulated deficit as of December 31, 2022. There is no adoption impact to the consolidated statement of operations nor cash flows. This estimate will be finalized during the first quarter of 2023 and is subject to change. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitating of the Effects of Reference Rate Reform on Financial Reporting and subsequently issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions in which the reference London Interbank Offered Rate ("LIBOR") or another reference rate is expected to be discontinued as a result of the Reference Rate Reform. These ASUs are intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The new guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022 and the expedients are available through December 31, 2024. Early adoption is permitted. The Company has no significant contracts based on LIBOR as of December 31, 2022. As such, the Company currently does not intend to elect the optional expedients and exceptions. In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The updated standard will be effective for the Company on January 1, 2024; however, early adoption of the ASU is permitted on January 1, 2021. The Company is in process of evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition and related receivables | Twelve Months Ended December 31, 2022 2021 Consumer revenues Service and subscription fees $ 208,829 $ 148,488 Net interest income on finance receivables 10,147 7,002 Total consumer revenues 218,976 155,490 Enterprise service revenues 121,769 15,585 Total revenue, net $ 340,745 $ 171,075 |
Schedule of the estimated useful lives of property and equipment | The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Leasehold improvements 5 - 15 years Furniture and fixtures 5 - 7 years Computers and equipment 2 - 5 years |
Consumer Receivables (Tables)
Consumer Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of consumer receivables | Consumer receivables consisted of the following: December 31, December 31, 2022 2021 Unsecured personal loan receivables $ — $ 1 Secured personal loan receivables 73,451 77,491 Loan receivables 73,451 77,492 Instacash receivables 77,688 62,783 Finance receivables 151,139 140,275 Fees receivable 14,019 8,366 Subscription receivables 3,419 3,099 Deferred loan origination costs 331 929 Accrued interest receivable 1,068 1,072 Consumer receivables, before allowance for credit losses $ 169,976 $ 153,741 |
Schedule of changes in the allowance for losses on consumer receivables | Changes in the allowance for losses on consumer receivables were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 22,323 $ 9,127 Provision for credit losses on receivables 99,753 60,749 Receivables charged off ( 133,898 ) ( 75,557 ) Recoveries 36,663 28,004 Ending balance $ 24,841 $ 22,323 Changes in allowance for losses on finance receivables were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 21,625 $ 9,127 Provision for credit losses on receivables 86,269 51,975 Finance receivables charged off ( 116,911 ) ( 65,711 ) Recoveries 32,745 26,234 Ending balance $ 23,728 $ 21,625 Changes in allowance for losses on fees receivable were as follows: Twelve Months Ended December 31, 2022 2021 Beginning balance $ 420 $ — Provision for credit losses on receivables 8,253 5,604 Fees receivable charged off ( 11,221 ) ( 6,400 ) Recoveries 3,251 1,216 Ending balance $ 703 $ 420 Changes in allowance for losses on subscription receivables were as follows: |
Schedule of assessment of the repayment performance of loans | The following is an assessment of the repayment performance of loans as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the loans receivable portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 63,578 86.6 % $ 66,514 85.8 % Delinquency: 31 to 60 days 5,579 7.6 % 6,577 8.5 % 61 to 90 days 4,294 5.8 % 4,401 5.7 % Total delinquency 9,873 13.4 % 10,978 14.2 % Loan receivables before allowance for loan losses $ 73,451 100.0 % $ 77,492 100.0 % The following is an assessment of the repayment performance of Instacash receivables as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the Instacash receivables portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 70,003 90.1 % $ 55,963 89.1 % Delinquency: 31 to 60 days 7,685 9.9 % 6,820 10.9 % 61 to 90 days — 0.0 % — 0.0 % Total delinquency 7,685 9.9 % 6,820 10.9 % Instacash receivables before allowance for loan losses $ 77,688 100.0 % $ 62,783 100.0 % The following is an assessment of the repayment performance of fees receivable as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the fees receivable portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 10,645 75.9 % $ 6,682 79.9 % Delinquency: 31 to 60 days 3,374 24.1 % 1,684 20.1 % 61 to 90 days — 0.0 % — 0.0 % Total delinquency 3,374 24.1 % 1,684 20.1 % Fees receivable before allowance for loan losses $ 14,019 100.0 % $ 8,366 100.0 % The following is an assessment of the credit quality of subscription receivables as of December 31, 2022 and December 31, 2021 and presents the contractual delinquency of the subscription receivables portfolio: December 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 2,487 72.8 % $ 2,227 71.8 % Delinquency: 31 to 60 days 534 15.6 % 514 16.6 % 61 to 90 days 398 11.6 % 358 11.6 % Total delinquency 932 27.2 % 872 28.2 % Subscription receivables before allowance for loan losses $ 3,419 100.0 % $ 3,099 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following: December 31, December 31, 2022 2021 Leasehold improvements $ 1,970 $ 545 Furniture and fixtures 853 573 Computers and equipment 2,298 2,209 5,121 3,327 Less: accumulated depreciation ( 2,145 ) ( 1,526 ) Furniture and equipment, net $ 2,976 $ 1,801 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Intangible assets consisted of the following: December 31, December 31, Useful Life 2022 2021 Proprietary technology and capitalized internal-use software 3 - 7 years $ 41,495 $ 11,623 Work in process 1,812 1,481 Customer relationships 10 - 15 years 160,500 5,960 Trade names 1 - 15 years 16,620 11,820 Less: accumulated amortization ( 26,180 ) ( 5,760 ) Intangible assets, net $ 194,247 $ 25,124 |
Schedule of amortization expense of intangible assets | The following table summarizes estimated future amortization expense of intangible assets placed in service at December 31, 2022 for the years ending: 2023 $ 23,012 2024 22,640 2025 22,640 2026 22,640 2027 22,068 Thereafter 79,435 $ 192,435 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Schedule of other assets consisted | Other assets consisted of the following: December 31, December 31, 2022 2021 Receivable from payment processors $ 32,881 $ 18,576 Prepaid expenses 8,804 8,836 Operating lease right-of-use assets 9,123 — Other 3,850 1,016 Total other assets $ 54,658 $ 28,428 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The Company’s debt as of December 31, 2022 and December 31, 2021 is presented below: December 31, December 31, 2022 2021 First Lien Loan $ — $ 24,028 Second Lien Loan — 20,000 Monroe Term Loans 90,000 — Unamortized discounts and debt issuance costs ( 1,383 ) ( 437 ) Total secured loans $ 88,617 $ 43,591 ROAR 1 SPV Credit Facility $ 83,000 $ 78,000 ROAR 2 SPV Credit Facility 63,000 68,000 Unamortized discounts and debt issuance costs ( 2,606 ) ( 3,000 ) Total other debt $ 143,394 $ 143,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the federal statutory income tax rate | A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Years Ended December 31, 2022 2021 Federal statutory rate $ ( 46,515 ) 21.00 % $ ( 38,258 ) 21.00 % Effect of: State taxes, net of federal tax benefit ( 3,962 ) 1.79 % ( 6,649 ) 3.65 % Deferred rate change ( 847 ) 0.38 % ( 367 ) 0.20 % Change in fair value of subordinated convertible notes — — % 8,794 ( 4.83 )% Change in fair value of warrant liability ( 1,664 ) 0.75 % 8,322 ( 4.57 )% Return to provision 396 ( 0.18 )% 3,453 ( 1.90 )% Goodwill impairment 28,720 ( 12.97 )% — — % Other permanent differences ( 4,972 ) 2.24 % ( 473 ) 0.26 % Other 1,411 ( 0.63 )% 1,180 ( 0.65 )% Release of valuation allowance ( 26,020 ) 11.75 % — — % Change in valuation allowance 27,819 ( 12.56 )% 24,054 ( 13.20 )% Total $ ( 25,634 ) 11.57 % $ 56 ( 0.03 )% |
Schedule of income tax (benefit) expense | The income tax (benefit) expense is as follows: Years Ended 2022 2021 Current: Federal $ — $ — State and local 185 56 Non-U.S. 201 — 386 56 Deferred taxes: Federal ( 20,930 ) — State and local ( 5,090 ) — Non-U.S. — — ( 26,020 ) — Income tax (benefit) expense $ ( 25,634 ) $ 56 |
Schedule of net deferred tax assets and liabilities | The tax effects of the primary temporary differences included in net deferred tax assets and liabilities are shown in the following table: December 31, 2022 2021 Net operating loss carryforwards $ 112,952 $ 72,867 Allowance for losses on finance receivables 6,576 6,318 Research and development credit 1,246 1,173 Stock compensation 1,235 326 Legal reserve 454 465 Other 718 3,610 Total deferred tax assets, gross 123,181 84,759 Less: valuation allowance ( 84,952 ) ( 83,153 ) Total deferred tax assets, net 38,229 1,606 Deferred finance receivable fees and costs, net ( 84 ) ( 261 ) Depreciation and amortization ( 41,169 ) ( 1,312 ) Other ( 30 ) ( 33 ) Total deferred tax liabilities ( 41,283 ) ( 1,606 ) Total deferred tax liabilities, net $ ( 3,054 ) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | |
Schedule of weighted average grant date fair value of options granted | Assumptions used for the options granted during the twelve months ended December 31, 2022 and 2021 are as follows: Twelve Months Ended December 31, 2022 2021 Expected Volatility 81 % 65 % Expected Dividend — — Expected Term in Years 5.00 6.08 Expected Forfeitures 0 % 0 % Risk Free Interest Rate 0.99 % 0.59 % - 0.67 % |
Schedule of represents activity within the 2021 Plan | The following table represents option activity since December 31, 2020: Weighted Weighted Average Average Exercise Remaining Aggregate Number Price Per Contractual Intrinsic of Options Option Term Value Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 266,548 Options granted 6,524,723 2.57 Options exercised ( 2,062,803 ) 0.34 $ ( 13,268 ) Options forfeited ( 539,915 ) 0.93 Options expired ( 1,916,974 ) 0.20 Options outstanding at December 31, 2021 37,458,547 $ 0.80 7.6 Years $ 121,108 Options granted 5,901,846 0.94 Options exercised ( 6,961,252 ) 0.46 $ 5,782 Options forfeited ( 2,837,443 ) 1.10 Options expired ( 475,316 ) 1.59 Options outstanding at December 31, 2022 33,086,382 $ 0.86 6.6 Years $ 5,234 Exercisable at December 31, 2022 24,956,089 0.68 6.2 Years $ 4,883 Unvested at December 31, 2022 8,130,293 $ 1.41 10,730,913 |
Schedule of represents activity RSU and PSU | The following table represents RSU and PSU activity since December 31, 2021: Market PSUs KPI PSUs RSUs Weighted Weighted Weighted Average Grant Average Grant Average Grant Date Fair Date Fair Date Fair Value Value Value Units Per Unit Units Per Unit Units Per Unit Units outstanding at December 31, 2021 — $ — — $ — 627,228 $ 5.97 Units granted 10,020,124 0.87 2,672,131 1.97 21,655,225 1.76 Units forfeited — — — — ( 2,123,642 ) 1.89 Units vested — — ( 44,803 ) 1.10 ( 2,427,142 ) 2.77 Units outstanding at December 31, 2022 10,020,124 $ 0.87 2,627,328 $ 1.98 17,731,669 $ 1.75 |
Market PSUs | |
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | |
Schedule of weighted average grant date fair value of options granted | Assumptions used for the Market PSUs granted during the twelve months ended December 31, 2022 are as follows: Twelve Months Ended December 31, 2022 Expected Volatility 53 % - 80 % Expected Dividend — Expected Term in Years 3.30 - 4.00 Risk Free Interest Rate 2.10 % - 4.50 % Cost of Equity 11.90 % - 13.90 % |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Warrants [Abstract] | |
Schedule of quantitative information regarding level 3 fair value measurement | The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: December 31, 2022 2021 Strike price $ 11.50 $ 11.50 Expected Volatility 79 % 61 % Expected Dividend - Class A Common Stock — — Expected Term in Years 3.73 4.73 Risk Free Interest Rate 4.14 % 1.22 % Warrant Value Per Share $ 0.62 $ 1.02 |
Schedule of changes in fair value of the warrants | The following table presents the changes in the fair value of the warrants: Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,466 Mark-to-market adjustment ( 21,206 ) Warrants payable balance, December 31, 2021 8,260 Mark-to-market adjustment ( 7,923 ) Warrants payable balance, December 31, 2022 $ 337 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of long-term operating lease liabilities | Maturities of the Company’s long-term operating lease liabilities, which are included in other liabilities on the consolidated balance sheet, were as follows: December 31, 2022 2023 $ 3,301 2024 3,117 2025 2,670 2026 1,268 2027 904 Thereafter 768 Total lease payments 12,028 Less: imputed interest 2,410 Lease liabilities $ 9,618 Weighted-average remaining lease term (years) 4.2 Weighted-average discount rate 11.8 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schdeule of computation of net loss per common share | The following table sets forth the computation of net loss per common share for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Numerator: Net loss ( 189,066 ) ( 169,484 ) Net income attributable to redeemable noncontrolling interests - ( 12,776 ) (Accrual) / reversal of dividends on preferred stock ( 6,880 ) 42,728 Net loss attributable to common shareholders $ ( 195,946 ) $ ( 139,532 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 241,695,859 97,158,738 Net loss per share attributable to common stockholders - basic and diluted (1) $ ( 0.81 ) $ ( 1.44 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $ 56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Schdeule of potential common shares | The Company excluded the following potential common shares from the computation of diluted net loss per share because including them would have an anti-dilutive effect for the twelve months ended December 31, 2022 and 2021: Twelve Months Ended December 31, 2022 2021 Conversion of convertible preferred stock (1) 25,655,579 - Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 25,599,889 PSUs, RSUs and options to purchase common stock (1) 63,465,503 38,085,775 Right to receive earnout shares 17,500,000 17,500,000 Total common stock equivalents 132,220,971 81,185,664 (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Mergers and Acquisitions (Details) [Line Items] | |
Schedule of fair value of even financial inc.'s acquired assets and liabilities assumed | The fair value of Even Financial Inc.’s acquired assets and liabilities assumed were as follows: February 17, 2022 Assets Cash and cash equivalents $ 4,501 Enterprise receivables 9,863 Property and equipment 441 Intangible assets 182,640 Goodwill 111,474 Other assets 3,354 Total assets 312,273 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 9,258 Deferred tax liability 29,073 Other liabilities 2,846 Total liabilities 41,177 Net assets and liabilities acquired $ 271,096 The fair value of MALKA’s acquired assets and liabilities were as follows: November 15, 2021 Assets Cash and cash equivalents $ 51 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 4,858 Total assets $ 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 2,261 Total liabilities 2,261 Equity: Additional paid-in capital 52,685 Total equity 52,685 Total liabilities and equity $ 54,946 |
Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement | The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: December 31, 2022 2021 Strike price $ 11.50 $ 11.50 Expected Volatility 79 % 61 % Expected Dividend - Class A Common Stock — — Expected Term in Years 3.73 4.73 Risk Free Interest Rate 4.14 % 1.22 % Warrant Value Per Share $ 0.62 $ 1.02 |
Schedule of the company's pro forma revenue and net loss | The Company’s pro forma revenue and net loss for the twelve months ended December 31, 2022 and 2021 below have been prepared as if ML Enterprise had been purchased on January 1, 2021. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense. Twelve Months Ended December 31, 2022 2021 (unaudited) Revenue $ 349,844 $ 226,761 Net loss $ ( 193,495 ) $ ( 201,410 ) |
ML Enterprise [Member] | Earnout and Preferred Stock Equivalents [Member] | |
Mergers and Acquisitions (Details) [Line Items] | |
Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement | The following table presents the quantitative information and certain assumptions regarding Level 3 fair value measurement of the Earnout and Preferred Stock Equivalents: December 31, 2022 Expected Volatility 105 % Expected Dividend - Class A Common Stock — Expected Term in Years 5.00 Risk Free Interest Rate 3.93 % |
MALKA Media Group LLC [Member] | Restricted Shares Based on 2021 and 2022 Operating Performance | |
Mergers and Acquisitions (Details) [Line Items] | |
Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement | The following table presents the quantitative information and certain assumptions regarding Level 3 fair value measurement of the restricted shares payable based on 2021 and 2022 operating performance: December 31, 2021 Expected Volatility 85 % Expected Dividend - Class A Common Stock — Risk Free Interest Rate 0.38 % |
Description of Business and B_2
Description of Business and Basis Of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Aggregate of shares (in Shares) | 25,000,000 | ||
Commitment amount (in Dollars) | $ 250,000 | ||
Non guaranteed preferred return percentage | 12% | ||
Increments | $ 100,000 | ||
Redemptions value | $ 127,391 | ||
Class A common stock [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Class A common stock [Member] | MoneyLion [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Price per share | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 04, 2023 | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Jan. 01, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Percentage of tax benefit | 50% | |||||
Assets transfer between level amount | $ 0 | $ 0 | ||||
Liabilities transfer between level amount | 0 | 0 | ||||
Operating lease right-of-use asset | 9,123,000 | |||||
Lease liabilities | 9,618,000 | |||||
Goodwill impairment loss | 136,760,000 | |||||
Increase in consumer receivables | 169,976,000 | 153,741,000 | ||||
Increase in the allowance for credit losses on consumer receivables | 24,841,000 | 22,323,000 | ||||
Decrease in enterprise receivables | $ 3,152,000 | 5,489,000 | ||||
ASU 2016-02 | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||||
Accounting pronouncement adoption date | Jan. 01, 2022 | |||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||||
Operating lease right-of-use asset | $ 3,551,000 | |||||
Lease liabilities | $ 3,551,000 | |||||
Recurring [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Assets measured at fair value | $ 0 | 0 | ||||
Non-recurring [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Assets measured at fair value | 0 | 0 | ||||
Liabilities measured at fair value | $ 0 | $ 0 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Convertible preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Long-term Growth Rate [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Alternative investment, measurement input | 0.030 | |||||
Discount Rate [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Alternative investment, measurement input | 0.305 | |||||
Minimum [Member] | Subsequent event [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Increase in assets | 0% | |||||
Reduction in accumulated deficit | 0% | |||||
Maximum [Member] | Subsequent event [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Increase in assets | 2% | |||||
Reduction in accumulated deficit | 2% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of revenue recognition and related receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
ConsumerRevenuesAbstract | ||
Service and subscription fees | $ 208,829 | $ 148,488 |
Net interest income on finance receivables | 10,147 | 7,002 |
Total consumer revenues | 218,976 | 155,490 |
Enterprise service revenues | 121,769 | 15,585 |
Total revenue, net | $ 340,745 | $ 171,075 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of the estimated useful lives of property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | 5 years |
Furniture and fixtures | 5 years |
Computers and equipment | 2 years |
Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | 15 years |
Furniture and fixtures | 7 years |
Computers and equipment | 5 years |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Business Combination (Details) [Line Items] | |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Business combination description | all outstanding warrants to purchase shares of Legacy MoneyLion preferred stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated;•11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of Class A Common Stock;•2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of Class A Common Stock, of which 18,861,298 options were vested and 19,871,378 options were unvested; and•each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of Class A Common Stock (the “Earnout Shares”) with respect to each share of Class A Common Stock or option exercisable for shares of Class A Common Stock, contingent upon Class A Common Stock reaching certain price milestones. 7.5 million and 10.0 million shares of Class A Common Stock will be issued if the Class A Common Stock share price equals or is greater than $12.50 and $16.50, respectively, for twenty out of any thirty consecutive trading days within five years of the Business Combination Closing Date. The Earnout Shares meet the conditions for equity classification in accordance with ASC 815-40. |
Sale of initial public offering shares (in Shares) | shares | 25,887,987 |
Cash proceeds | $ 293,239 |
Redemptions issuance shares (in Shares) | shares | 42,862,013 |
Upon consummation description | each outstanding share of Fusion Class B common stock automatically converted into one share of Class A Common Stock; and•outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of Class A Common Stock. As of the Business Combination Closing Date and following the completion of the sale of 25,000,000 shares of Class A Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: •227,147,708 shares of Class A Common Stock;•38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of Class A Common Stock were vested and options to purchase 19,871,378 shares of Class A Common stock were unvested; and•17,499,989 public warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the exchange ratio of approximately 16.4078 per share of Class A Common Stock (the “Exchange Ratio”). |
Net increase in cash | $ 293,239 |
Business combination proceeds | 250,000 |
Underwriter fees | 13,150 |
Transaction costs | $ 2,868 |
PIPE [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 25,000,000 |
Sponsor [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 8,750,000 |
Fusion [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 9,112,013 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Business Combination (Details) [Line Items] | |
Business combination per share (in Dollars per share) | $ / shares | $ 10 |
business combination aggregate amount | $ 258,896 |
Costs for the business combination | $ 56,638 |
Consumer Receivables - Schedule
Consumer Receivables - Schedule of consumer receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of consumer receivables [Abstract] | ||
Unsecured personal loan receivables | $ 1 | |
Secured personal loan receivables | $ 73,451 | 77,491 |
Loan receivables | 73,451 | 77,492 |
Instacash receivables | 77,688 | 62,783 |
Financing receivables | 151,139 | 140,275 |
Fees receivable | 14,019 | 8,366 |
Subscription receivables | 3,419 | 3,099 |
Deferred loan origination costs | 331 | 929 |
Accrued interest receivable | 1,068 | 1,072 |
Consumer receivables, before allowance for credit losses | $ 169,976 | $ 153,741 |
Consumer Receivables - Schedu_2
Consumer Receivables - Schedule of changes in the allowance for losses on consumer receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Provision for credit losses on receivables | $ 99,753 | $ 60,749 |
Losses on Consumer Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 22,323 | 9,127 |
Provision for credit losses on receivables | 99,753 | 60,749 |
Receivables charged off | (133,898) | (75,557) |
Recoveries | 36,663 | 28,004 |
Ending balance | 24,841 | 22,323 |
Losses on Finance Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 21,625 | 9,127 |
Provision for credit losses on receivables | 86,269 | 51,975 |
Receivables charged off | (116,911) | (65,711) |
Recoveries | 32,745 | 26,234 |
Ending balance | 23,728 | 21,625 |
Losses on fees receivable [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 420 | |
Provision for credit losses on receivables | 8,253 | 5,604 |
Receivables charged off | (11,221) | (6,400) |
Recoveries | 3,251 | 1,216 |
Ending balance | 703 | 420 |
Losses on Subscription Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 278 | |
Provision for credit losses on receivables | 5,231 | 3,170 |
Receivables charged off | (5,766) | (3,446) |
Recoveries | 667 | 554 |
Ending balance | $ 410 | $ 278 |
Consumer Receivables - Schedu_3
Consumer Receivables - Schedule of assessment of the repayment performance of loans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 73,451 | $ 77,492 |
Finance receivables before allowance for loan losses, Percent | 100% | 100% |
Loans Receivable [Member] | Current [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 63,578 | $ 66,514 |
Current, Percent | 86.60% | 85.80% |
Loans Receivable [Member] | 31 to 60 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 5,579 | $ 6,577 |
Delinquency, Percent | 7.60% | 8.50% |
Loans Receivable [Member] | 61 to 90 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 4,294 | $ 4,401 |
Delinquency, Percent | 5.80% | 5.70% |
Loans Receivable [Member] | Total Delinquency [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 9,873 | $ 10,978 |
Delinquency, Percent | 13.40% | 14.20% |
Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 77,688 | $ 62,783 |
Finance receivables before allowance for loan losses, Percent | 100% | 100% |
Finance Receivable Instacash [Member] | Current [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 70,003 | $ 55,963 |
Current, Percent | 90.10% | 89.10% |
Finance Receivable Instacash [Member] | 31 to 60 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 7,685 | $ 6,820 |
Delinquency, Percent | 9.90% | 10.90% |
Finance Receivable Instacash [Member] | 61 to 90 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 0 | $ 0 |
Delinquency, Percent | 0% | 0% |
Finance Receivable Instacash [Member] | Total Delinquency [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 7,685 | $ 6,820 |
Delinquency, Percent | 9.90% | 10.90% |
Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 14,019 | $ 8,366 |
Finance receivables before allowance for loan losses, Percent | 100% | 100% |
Fees Receivable [Member] | Current [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 10,645 | $ 6,682 |
Current, Percent | 75.90% | 79.90% |
Fees Receivable [Member] | 31 to 60 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 3,374 | $ 1,684 |
Delinquency, Percent | 24.10% | 20.10% |
Fees Receivable [Member] | 61 to 90 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 0 | $ 0 |
Delinquency, Percent | 0% | 0% |
Fees Receivable [Member] | Total Delinquency [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 3,374 | $ 1,684 |
Delinquency, Percent | 24.10% | 20.10% |
Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 3,419 | $ 3,099 |
Finance receivables before allowance for loan losses, Percent | 100% | 100% |
Subscription receivables [Member] | Current [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 2,487 | $ 2,227 |
Current, Percent | 72.80% | 71.80% |
Subscription receivables [Member] | 31 to 60 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 534 | $ 514 |
Delinquency, Percent | 15.60% | 16.60% |
Subscription receivables [Member] | 61 to 90 days [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 398 | $ 358 |
Delinquency, Percent | 11.60% | 11.60% |
Subscription receivables [Member] | Total Delinquency [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for loan losses, Amount | $ 932 | $ 872 |
Delinquency, Percent | 27.20% | 28.20% |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 5,121 | $ 3,327 |
Less: accumulated depreciation | (2,145) | (1,526) |
Furniture and equipment, net | 2,976 | 1,801 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 1,970 | 545 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 853 | 573 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 2,298 | $ 2,209 |
Property and Equipment (Detai_2
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,235 | $ 343 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 26,600 | $ 52,541 |
Costs capitalized in connection with internally developed software | 6,984 | |
Amortization expense | $ 20,438 | $ 2,049 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software | $ 41,495 | $ 11,623 |
Work in process | 1,812 | 1,481 |
Customer relationships | 160,500 | 5,960 |
Trade names | 16,620 | 11,820 |
Less: accumulated amortization | 26,180 | 5,760 |
Intangible assets, net | $ 194,247 | $ 25,124 |
Minimum [Member] | ||
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software, Useful Life | 3 years | |
Customer relationships, Useful Life | 10 years | |
Trade names, Useful Life | 1 year | |
Maximum [Member] | ||
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software, Useful Life | 7 years | |
Customer relationships, Useful Life | 15 years | |
Trade names, Useful Life | 15 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense of intangible assets $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2023 | $ 23,012 |
2024 | 22,640 |
2025 | 22,640 |
2026 | 22,640 |
2027 | 22,068 |
Thereafter | 79,435 |
Total | $ 192,435 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of other assets consisted - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of other assets consisted [Abstract] | ||
Receivable from payment processors | $ 32,881 | $ 18,576 |
Prepaid expenses | 8,804 | 8,836 |
Operating lease right-of-use assets | $ 9,123 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | |
Other | $ 3,850 | 1,016 |
Total other assets | $ 54,658 | $ 28,428 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entities [Abstract] | |
Exceeds aggregate principal amount percentage | 90% |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Aug. 27, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 22, 2021 | Aug. 31, 2016 | |
Debt (Details) [Line Items] | ||||||||||||
Credit facility outstanding amount | $ 24,000,000 | |||||||||||
Bank loan interest | 6.75% | |||||||||||
Loan interest rate | 12% | |||||||||||
Maturity date | May 01, 2023 | Jul. 31, 2021 | ||||||||||
Aggregate principal amount | $ 20,000,000 | |||||||||||
Repaid the original principal balance | $ 5,000,000 | |||||||||||
Term loan | $ 5,000,000 | |||||||||||
Line of credit facility, description | The revolving line bears interest at the greater of (i) Wall Street Journal Prime Rate plus 2.25% and (ii) 6.50%. As of December 31, 2021, the revolving line interest rate was 6.5%. The revolving line matures on May 1, 2022. The term loan bears interest at the greater of (i) Wall Street Journal Prime Rate plus 3.25% and (ii) 7.50%. As of December 31, 2021, the term loan interest rate was 7.5%. Interest only on the term loan was payable until September 1, 2021, and thereafter outstanding principal is payable in thirty-nine equal instalments through the facility maturity date of May 1, 2024. | |||||||||||
Warrants received (in Shares) | 12,792 | |||||||||||
Company sold to a third-party lender | $ 10,000,000 | |||||||||||
Third-party lender percentage | 3% | |||||||||||
Third-party lenders, description | In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. | |||||||||||
Total shares (in Shares) | 10,068,133 | |||||||||||
Convertible notes | $ 92,627,000 | |||||||||||
Credit and security agreement | $ 50,000,000 | |||||||||||
Borrowings under the agreement | 70,000,000 | $ 500,000,000 | ||||||||||
Granted warrants percentage | 2.50% | |||||||||||
Warrants outstanding (in Shares) | 255,402 | |||||||||||
Debt description | The Term A-1 Loans and Term B Loans bear annual interest, payable monthly, at a floating rate measured by reference to, at the Company’s option, either (a) a base rate then in effect (equal to the greater of (i) the federal funds rate plus 0.50%, (ii) the prime rate, (iii) 2.00% and (iv) an adjusted one-month Secured Overnight Financing Rate (“SOFR”) (subject to a floor of 1.00%) plus 1.00%) plus an applicable margin ranging from 6.00% to 8.25% per annum, depending on whether the “EBITDA Trigger Date” has occurred, the Company’s “Enterprise Value” and, once the EBITDA Trigger Date has occurred, its “Total Debt to EBITDA Ratio” (as such terms are defined in the Monroe Credit Agreement) or (b) an adjusted one-month or three-month SOFR (subject to a floor of 1.00%) plus an applicable margin ranging from 7.00% to 9.25% per annum, depending on whether the EBITDA Trigger Date has occurred, the Company’s Enterprise Value and, once the EBITDA Trigger Date has occurred, its Total Debt to EBITDA Ratio. The Term A-2 Loans bear annual interest, payable monthly, at the greater of (i) 12% and (ii) a floating rate measured by reference to the prime rate plus 5.75% per annum, subject to a cap of 15%. The interest rate as of December 31, 2022 on the Term A-1 Loans and Term A-2 Loans was 13.06% and 13.25%, respectively | |||||||||||
Federal fund rate percentage | 0.50% | |||||||||||
Equity and debt offerings percentage | 100% | |||||||||||
Net cash proceeds percentage | 100% | |||||||||||
Debt maturities principal | $ 20,000,000 | |||||||||||
Debt maturities principal | 146,000,000 | |||||||||||
Debt maturities principal | $ 70,000,000 | |||||||||||
Monroe Term Loan [Member] | Term A-1 Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Borrowings under the agreement | $ 70,000,000 | |||||||||||
Debt instrument, stated percentage | 13.06% | |||||||||||
Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Maturity date | May 01, 2023 | |||||||||||
Borrowings under the agreement | $ 20,000,000 | |||||||||||
Debt instrument, frequency of periodic payments | monthly | |||||||||||
Debt instrument, cap rate | 15% | |||||||||||
Debt instrument, stated percentage | 13.25% | |||||||||||
Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Maturity date | Mar. 24, 2026 | |||||||||||
Debt instrument, unused borrowing capacity, remaining period | 18 months | |||||||||||
Aggregate principal amount available to be drawn | $ 20,000,000 | |||||||||||
Debt instrument, frequency of periodic payments | monthly | |||||||||||
Debt instrument, floor rate | 1% | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Borrowings under the agreement | $ 3,207,000 | |||||||||||
Outstanding balance of the PPP loan | $ 3,207,000 | |||||||||||
ROAR 1 SPV Finance LLC [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Credit agreement | $ 100,000,000 | $ 730,000 | ||||||||||
Maturity date | 2025-03 | |||||||||||
Maximum borrowings under the agreement | $ 200,000,000 | |||||||||||
Bears interest rate | 12.50% | |||||||||||
ROAR 2 SPV Finance LLC [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Credit agreement | $ 125,000,000 | |||||||||||
Maturity date | 2025-12 | |||||||||||
Maximum borrowings under the agreement | $ 300,000,000 | |||||||||||
Bears interest rate | 12.50% | |||||||||||
Minimum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Extraordinary cash receipts percentage | 0% | |||||||||||
Principal amount percentage | 0% | |||||||||||
Minimum [Member] | Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, stated percentage | 12% | |||||||||||
Maximum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Extraordinary cash receipts percentage | 50% | |||||||||||
Principal amount percentage | 3% | |||||||||||
Maximum [Member] | Monroe Term Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Incremental commitments amount | $ 60,000,000 | |||||||||||
Second Lien Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Credit facility outstanding amount | $ 20,000,000 | |||||||||||
Initial principal balance | $ 5,000,000 | |||||||||||
Lien Loan bears interest | 12% | |||||||||||
Prime rate interest | 5.75% | |||||||||||
Interest not to exceed | 15% | |||||||||||
Aggregate principal amount | $ 25,000,000 | |||||||||||
First Lien Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Bank for loan facility | $ 25,000,000 | |||||||||||
Prime Rate [Member] | Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5.75% | |||||||||||
Prime Rate [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, stated percentage | 2% | |||||||||||
One-month SOFR [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1% | |||||||||||
One-month SOFR [Member] | Minimum [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 6% | |||||||||||
One-month SOFR [Member] | Maximum [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 8.25% | |||||||||||
One Month Or Three Month SOFR [Member] | Minimum [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 7% | |||||||||||
One Month Or Three Month SOFR [Member] | Maximum [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 9.25% |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) - Schedule of debt [Line Items] | ||
Unamortized discounts and debt issuance costs | $ (1,383) | $ (437) |
Total secured loans | 88,617 | 43,591 |
Unamortized discounts and debt issuance costs | (2,606) | (3,000) |
Total other debt | 143,394 | 143,000 |
ROAR 1 SPV Credit Facility [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total other debt | 83,000 | 78,000 |
ROAR 2 SPV Credit Facility [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total other debt | 63,000 | 68,000 |
First Lien Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | 24,028 | |
Second Lien Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | $ 20,000 | |
Monroe Term Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | $ 90,000 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true |
Lease expenses related to long-term leases | $ 2,936 |
Leases - Schedule of long-term
Leases - Schedule of long-term operating lease liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 3,301 |
2024 | 3,117 |
2025 | 2,670 |
2026 | 1,268 |
2027 | 904 |
Thereafter | 768 |
Total lease payments | 12,028 |
Less: imputed interest | 2,410 |
Lease liabilities | $ 9,618 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Weighted-average remaining lease term (years) | 4 years 2 months 12 days |
Weighted-average discount rate | 11.80% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 17, 2022 | |
Income Taxes (Details) [Line Items] | |||
Federal statutory income tax rate | 21% | ||
Federal statutory income tax rate | 21% | ||
Valuation allowance | $ 84,952 | $ 83,153 | |
Change in the valuation allowance | (1,799) | 24,054 | |
Deferred tax liability | 29,100 | ||
Offsetting increase decrease to valuation allowance | 27,819 | ||
Operating loss carryforwards | 786,600 | $ 517,700 | |
Net unrealized built-in gain | $ 265,200 | $ 330,700 | |
Operating loss carryforwards, description | Company's annual limitation is expected to be increased in the first five years | ||
Annual limitation amount per year | 8,200 | ||
Net operating losses | $ 87,800 | $ 121,400 | |
Net operating losses available | 3,100 | ||
Net operating losses restricted | 6,000 | ||
Net operating losses generated | 55,000 | ||
Net operating losses subject to limitation | 3,800 | ||
Net operating losses solely subject to limitation | 58,100 | ||
Federal research and development credit carryforwards for income tax expense | $ 1,200 | ||
Current carryforwards expiration term | If not used, the current carryforwards will expire beginning in 2034. | ||
State [Member] | |||
Income Taxes (Details) [Line Items] | |||
Expiration term | state operating loss carryforwards begin to expire in 2027. | ||
U.S. Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Expiration term | 417,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of the federal statutory income tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of reconciliation of the federal statutory income tax rate [Abstract] | ||
Federal statutory rate | $ (46,515) | $ (38,258) |
Federal statutory rate, percentage | 21% | 21% |
Effect of: | ||
State taxes, net of federal tax benefit | $ (3,962) | $ (6,649) |
State taxes, net of federal tax benefit, percentage | 1.79% | 3.65% |
Deferred rate change | $ (847) | $ (367) |
Deferred rate change, percentage | 0.38% | 0.20% |
Change in fair value of subordinated convertible notes | $ 8,794 | |
Change in fair value of subordinated convertible notes, percentage | (4.83%) | |
Change in fair value of warrant liability | $ (1,664) | $ 8,322 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Change in fair value of warrant liability, percentage | 0.75% | (4.57%) |
Return to provision | $ 396 | $ 3,453 |
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Return to provision, percentage | (0.18%) | (1.90%) |
Goodwill impairment | $ 28,720 | |
Goodwill impairment, Percentage | (12.97%) | |
Other permanent differences | $ (4,972) | $ (473) |
Other permanent differences, percentage | 2.24% | 0.26% |
Other | $ 1,411 | $ 1,180 |
Other, percentage | (0.63%) | (0.65%) |
Release of valuation allowance | $ (26,020) | |
Release of valuation allowance, percentage | 11.75% | |
Change in valuation allowance | $ 27,819 | $ 24,054 |
Change in valuation allowance, percentage | (12.56%) | (13.20%) |
Total, percentage | 11.57% | (0.03%) |
Total | $ (25,634) | $ 56 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax (benefit) expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 185 | 56 |
Non-U.S. | 201 | 0 |
Current Income Tax Expense (Benefit) | 386 | 56 |
Federal | (20,930) | 0 |
State and local | (5,090) | 0 |
Non-U.S. | 0 | 0 |
Deferred Income Tax Expense (Benefit), Total | (26,020) | |
Income tax (benefit) expense | $ (25,634) | $ 56 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of net deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of net deferred tax assets and liabilities [Abstract] | ||
Net operating loss carryforwards | $ 112,952 | $ 72,867 |
Allowance for losses on finance receivables | 6,576 | 6,318 |
Research and development credit | 1,246 | 1,173 |
Stock compensation | 1,235 | 326 |
Legal reserve | 454 | 465 |
Other | 718 | 3,610 |
Total deferred tax assets, gross | 123,181 | 84,759 |
Less: valuation allowance | (84,952) | (83,153) |
Total deferred tax assets, net | 38,229 | 1,606 |
Deferred finance receivable fees and costs, net | (84) | (261) |
Depreciation and amortization | (41,169) | (1,312) |
Other | (30) | (33) |
Total deferred tax liabilities | (41,283) | (1,606) |
Total deferred tax liabilities, net | $ (3,054) | $ 0 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 22, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Common stock voting rights | one | |
Common Stock redeemed | $ 9,700 | |
Business Combination shares | 970,000 | |
Conversion basis | Shares of Series A Preferred Stock are convertible into shares of Class A Common Stock on a one-for-one basis, subject to customary anti-dilution adjustments. | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Redeemable convertible preferred stock, shares authorized | 200,000,000 | |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Convertible preferred stock liquidation preference per share | $ 10 | |
Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Volume-weighted average price | $ 10 | |
Redeemable Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Redeemable convertible preferred stock (in Shares) | 116,264,374 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) [Line Items] | |||
Common stock designated shares | 2,492,060 | ||
Percentage of total number of outstanding shares | 5% | 5% | |
Stock-based compensation (in Dollars) | $ 19,603 | $ 5,039 | |
Restricted stock units | 627,228 | ||
Weighted average grant date fair value per share (in Dollars per share) | $ 5.97 | ||
Weighted average years | 1 year | ||
Options vested | 10,730,913 | ||
Aggregate intrinsic value (in Dollars) | $ 2,063 | $ 2,063 | |
Cost related to unvested options (in Dollars per share) | $ 6,225 | $ 6,225 | |
RSUs and PSUs | |||
Stock-Based Compensation (Details) [Line Items] | |||
Weighted average years | 1 year 3 months 18 days | ||
Cost related to unvested options (in Dollars per share) | $ 35,347 | $ 35,347 | |
Incentive Plan [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Common stock subject outstanding | 5,889,466 | 5,889,466 | |
Weighted average grant date fair value per share (in Dollars per share) | $ 2.10 | $ 1.50 | $ 2.10 |
Common Class A [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Common Stock, Shares, Issued | 258,590,373 | 231,452,448 | 258,590,373 |
Common stock pursuant to awards issued | 79,297,049 | 79,297,049 | |
Common stock subject outstanding | 38,985,776 | ||
Minimum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Options granted vesting expire | 1 year | ||
Maximum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Options granted vesting expire | 4 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Volatility | 81% | 65% |
Expected Term in Years | 5 years | 6 years 29 days |
Expected Forfeitures | 0% | 0% |
Risk Free Interest Rate | 0.99% | |
Market PSUs | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Volatility, Minimum | 53% | |
Expected Volatility, Maximum | 80% | |
Risk Free Interest Rate, Minimum | 2.10% | |
Risk Free Interest Rate, Maximum | 4.50% | |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.59% | |
Minimum [Member] | Market PSUs | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Term in Years | 3 years 3 months 18 days | |
Cost of Equity | 11.90% | |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.67% | |
Maximum [Member] | Market PSUs | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Term in Years | 4 years | |
Cost of Equity | 13.90% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of represents option activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of represents activity within the 2021 Plan [Abstract] | |||
Number of Shares Options outstanding beginning | 37,458,547 | 35,453,516 | |
Weighted Average Exercise Options Price Per Share outstanding beginning | $ 0.80 | $ 0.38 | |
Weighted Average Remaining Contractual Term Options outstanding beginning | 8 years 1 month 6 days | ||
Aggregate Intrinsic Value Options outstanding beginning | $ 121,108 | $ 266,548 | |
Number of Shares Options outstanding ending | 33,086,382 | 37,458,547 | 35,453,516 |
Weighted Average Exercise Options Price Per Share outstanding ending | $ 0.86 | $ 0.80 | $ 0.38 |
Weighted Average Remaining Contractual Term Options outstanding ending | 6 years 7 months 6 days | 7 years 7 months 6 days | |
Aggregate Intrinsic Value Options outstanding ending | $ 5,234 | $ 121,108 | $ 266,548 |
Number of Shares Exercisable at December 31, 2022 | 24,956,089 | ||
Weighted Average Exercise Options Price Per Share Exercisable at December 31, 2022 | $ 0.68 | ||
Weighted Average Remaining Contractual Term Exercisable at December 31, 2022 | 6 years 2 months 12 days | ||
Aggregate Intrinsic Value Exercisable at December 31, 2022 | $ 4,883 | ||
Number of Shares Outstanding at December 31, 2021 | 8,130,293 | ||
Weighted Average Exercise Options Price Per Share Unvested at March 31, 2022 | $ 1.41 | ||
Number of Shares Options granted | 5,901,846 | 6,524,723 | |
Weighted Average Exercise Options Price Per Share Options granted | $ 0.94 | $ 2.57 | |
Number of Shares Options exercised | (6,961,252) | (2,062,803) | |
Weighted Average Exercise Options Price Per Share Options exercised | $ 0.46 | $ 0.34 | |
Aggregate Intrinsic Value Options exercised | $ 5,782 | $ (13,268) | |
Number of Shares Options forfeited | (2,837,443) | (539,915) | |
Weighted Average Exercise Options Price Per Share Options forfeited | $ 1.10 | $ 0.93 | |
Number of Shares Options expired | (475,316) | (1,916,974) | |
Weighted Average Exercise Options Price Per Share Options expired | $ 1.59 | $ 0.20 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of represents RSU and PSU activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Outstanding at December 31, 2022 | 8,130,293 |
RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Outstanding at December 31, 2021 | 627,228 |
Number of Shares granted | 21,655,225 |
Number of Shares Forfeited | (2,123,642) |
Number of Shares Vested | (2,427,142) |
Number of Shares Outstanding at December 31, 2022 | 17,731,669 |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ / shares | $ 5.97 |
Weighted Average Grant Date Fair Value Per Unit Granted | $ / shares | 1.76 |
Weighted Average Grant Date Fair Value Per Unit Forfeited | $ / shares | 1.89 |
Weighted Average Grant Date Fair Value Per Unit Vested | $ / shares | 2.77 |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 1.75 |
Market PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares granted | 10,020,124 |
Number of Shares Outstanding at December 31, 2022 | 10,020,124 |
Weighted Average Grant Date Fair Value Per Unit Granted | $ / shares | $ 0.87 |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 0.87 |
KPI PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares granted | 2,672,131 |
Number of Shares Vested | (44,803) |
Number of Shares Outstanding at December 31, 2022 | 2,627,328 |
Weighted Average Grant Date Fair Value Per Unit Granted | $ / shares | $ 1.97 |
Weighted Average Grant Date Fair Value Per Unit Vested | $ / shares | 1.10 |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 1.98 |
Stock Warrants (Details)
Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2021 | |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 8,100,000 | ||
Additional paid-in capital | $ 766,814 | $ 701,234 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant price per share | $ 0.01 | ||
Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 8,100,000 | ||
Aggregate value | $ 337 | $ 8,260 | |
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Additional paid-in capital | $ 23,275 | ||
Class A Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 17,499,989 | ||
Sale of stock, price per share | $ 11.50 | ||
Warrant price per share | $ 18 |
Stock Warrants (Details) - Sche
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement - Stock Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | ||
Strike price (in Dollars per share) | $ 11.50 | $ 11.50 |
Expected Volatility | 79% | 61% |
Expected Term in Years | 3 years 8 months 23 days | 4 years 8 months 23 days |
Risk Free Interest Rate | 4.14% | 1.22% |
Warrant Value Per Share (in Dollars per share) | $ 0.62 | $ 1.02 |
Class A Common Stock [Member] | ||
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | ||
Expected Dividend | 0% | 0% |
Stock Warrants (Details) - Sc_2
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants [Line Items] | ||
Warrants payable balance, December 31, 2021 | $ 8,260 | |
Warrants payable balance, December 31, 2022 | 337 | $ 8,260 |
Private Placement Warrants [Member] | ||
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants [Line Items] | ||
Initial Measurement, September 22, 2021 | 29,466 | |
Warrants payable balance, December 31, 2021 | 8,260 | |
Mark-to-market adjustment | (7,923) | (21,206) |
Warrants payable balance, December 31, 2022 | $ 337 | $ 8,260 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of net loss per common share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | |||
Net loss | $ (189,066) | $ (169,484) | |
Net income attributable to redeemable noncontrolling interests | (12,776) | ||
(Accrual) / reversal of dividends on preferred stock | (6,880) | 42,728 | |
Net loss attributable to common shareholders | $ (195,946) | $ (139,532) | |
Denominator: | |||
Weighted-average common shares outstanding - basic | [1],[2] | 241,695,859 | 97,158,738 |
Weighted-average common shares outstanding - diluted | [1],[2] | 241,695,859 | 97,158,738 |
Net loss per share attributable to common stockholders - basic | [1],[2] | $ (0.81) | $ (1.44) |
Net loss per share attributable to common stockholders - diluted | [1],[2] | $ (0.81) | $ (1.44) |
[1] Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock or Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $ 56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of computation of net loss per common share (Parenthetical) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 USD ($) | |
Net Loss Per Share (Details) [Line Items] | ||
Convertible preferred stock (in Dollars) | $ 56,931 | |
Class A common stock [Member] | ||
Net Loss Per Share (Details) [Line Items] | ||
Exchange ratio | 16.4078 |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of potential common shares - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 132,220,971 | 81,185,664 | |
Conversion of Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 25,655,579 | |
Warrants to Purchase Common Stock and Redeemable Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 25,599,889 | 25,599,889 |
PSUs, RSUs and Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 63,465,503 | 38,085,775 |
Right to Receive Earnout Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 17,500,000 | 17,500,000 | |
[1] Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Net Loss Per Share (Details) _4
Net Loss Per Share (Details) - Schedule of potential common shares (Parenthetical) | 1 Months Ended |
Sep. 30, 2021 | |
Common Class A [Member] | |
Net Loss Per Share (Details) [Line Items] | |
Exchange ratio | 16.4078 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Unconditional purchase obligations, 2023 | $ 1,894 | |
Unconditional purchase obligations, 2024 | 8,250 | |
Unconditional purchase obligations, 2025 | 8,500 | |
Unconditional purchase obligations, 2026 | 8,500 | |
Unconditional purchase obligations, 2027 | 8,500 | |
Purchases related to the obligations | $ 5,306 | $ 0 |
Rent expense | $ 997 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Mergers and Acquisitions (Details) [Line Items] | ||
Cash paid to equityholders | $ 14,514 | |
Exchange of shares (in Shares) | 8,883,228 | |
Common stock option to acquire (in Shares) | 5,901,846 | |
Class A Common stock vested value | $ 8,960 | |
Aggregate shares of series A convertible preferred stock (in Shares) | 8,000,000 | |
Earnout and preferred stock equivalents represents contingent consideration | $ 45,330 | |
Total purchase price | 271,096 | |
Working capital | 5,703 | |
Transaction costs | 2,868 | |
Fair value of contingent consideration | 8,943 | |
Decrease in fair value of assets acquired | 36,387 | |
Common stock issued, value | 26 | $ 23 |
Earnout valuation | 2,444 | 29,561 |
Increase (decrease) consideration amount | (4,867) | $ 10,838 |
Debt facilities | 2,196 | |
Restricted share amount | 35,000 | |
Shares payable | 35,000 | |
MoneyLion [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Common stock issued, value | $ 10,870 | |
Shares issued (in Shares) | 3,206,167 | |
Cash paid | $ 10,000 | |
MALKA Acquisition [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Earnout valuation | 11,782 | |
Total purchase price | $ 52,685 | |
Series A Preferred Stock | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Series A convertible preferred stock (in Shares) | 28,164,811 | |
Additional shares of series A convertible preferred stock (in Shares) | 529,120 | |
Total purchase price | $ 193,721 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of fair value of even financial inc.'s acquired assets and liabilities assumed (Details) - USD ($) $ in Thousands | Feb. 17, 2022 | Nov. 15, 2021 |
Even Financial Inc [Member] | ||
Assets | ||
Cash and cash equivalents | $ 4,501 | |
Enterprise receivables | 9,863 | |
Property and equipment | 441 | |
Intangible assets | 182,640 | |
Goodwill | 111,474 | |
Other assets | 3,354 | |
Total assets | 312,273 | |
Liabilities: | ||
Accounts payable and accrued liabilities | 9,258 | |
Deferred tax liability | 29,073 | |
Other liabilities | 2,846 | |
Total liabilities | 41,177 | |
Equity: | ||
Net assets and liabilities acquired | $ 271,096 | |
MALKA Media Group LLC [Member] | ||
Assets | ||
Cash and cash equivalents | $ 51 | |
Property and equipment | 1,281 | |
Intangible assets | 17,780 | |
Goodwill | 30,976 | |
Other assets | 4,858 | |
Total assets | 54,946 | |
Liabilities: | ||
Accounts payable and accrued liabilities | 2,261 | |
Total liabilities | 2,261 | |
Equity: | ||
Additional paid-in capital | 52,685 | |
Total equity | 52,685 | |
Total liabilities and equity | $ 54,946 |
Mergers and Acquisitions - Summ
Mergers and Acquisitions - Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Mergers and Acquisitions (Details) [Line Items] | ||
Expected Volatility | 81% | 65% |
Expected Term in Years | 5 years | 6 years 29 days |
Risk Free Interest Rate | 0.99% | |
ML Enterprise [Member] | Earnout and Preferred Stock Equivalents [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Expected Volatility | 105% | |
Expected Term in Years | 5 years | |
Risk Free Interest Rate | 3.93% | |
MALKA Media Group LLC [Member] | Restricted Shares Based on 2021 and 2022 Operating Performance | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Expected Volatility | 85% | |
Risk Free Interest Rate | 0.38% |
Mergers and Acquisitions - Sc_2
Mergers and Acquisitions - Schedule of the company's Pro Forma Revenue and Net Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 349,844 | $ 226,761 |
Net loss | $ (193,495) | $ (201,410) |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | ||
Expenses incurred | $ 12,377 | $ 6,624 |
Net receivable owed | 867 | 30 |
Earned revenue | $ 15,709 | $ 7,083 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Aug. 27, 2021 | Jan. 31, 2023 | |
Subsequent Events (Details) [Line Items] | ||
Repaid the principal balance owed | $ 5,000 | |
ROAR 1 SPV Credit Facility [Member] | Subsequent event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Repaid the principal balance owed | $ 20,000 |