Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
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 | 10,517,998 | ||
Entity Public Float | $ 100,228,000 | ||
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, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
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 2024 , 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 $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable for 1/30th of one share of Class A common stock | |||
Document Information [Line Items] | |||
Trading Symbol | ML WS | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for 1/30th of one share of Class A common stock | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Assets | |||
Cash | $ 92,195 | $ 115,864 | |
Restricted cash, including amounts held by variable interest entities (VIEs) of $128 and $36,235 | 2,284 | 37,845 | |
Consumer receivables | 208,167 | 169,976 | |
Allowance for credit losses on consumer receivables | (35,329) | (24,841) | |
Consumer receivables, net, including amounts held by VIEs of $131,283 and $113,963 | 172,838 | 145,135 | |
Enterprise receivables, net | 15,978 | 19,017 | |
Property and equipment, net | 1,864 | 2,976 | |
Intangible assets, net | 176,541 | 194,247 | |
Goodwill | 26,600 | ||
Other assets | 53,559 | 54,658 | |
Total assets | 515,259 | 596,342 | |
Liabilities: | |||
Secured loans, net | 64,334 | 88,617 | |
Accounts payable and accrued liabilities | 52,396 | 58,129 | |
Warrant liability | 810 | 337 | |
Other debt, net, including amounts held by VIEs of $125,419 and $143,394 | 125,419 | 143,394 | |
Other liabilities | 15,077 | 33,496 | |
Total liabilities | 258,036 | 323,973 | |
Commitments and contingencies (Note 14) | |||
Redeemable convertible preferred stock (Series A), $0.0001 par value; 45,000,000 shares authorized as of December 31, 2023 and December 31, 2022, 0 and 25,655,579 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 173,208 | ||
Stockholders' equity : | |||
Class A Common Stock, $0.0001 par value; 66,666,666 shares authorized as of December 31, 2023 and December 31, 2022, 10,444,627 and 10,412,294 issued and outstanding, respectively, as of December 31, 2023 and 8,619,678 and 8,587,345 issued and outstanding, respectively, as of December 31, 2022(1) | 1 | 1 | |
Additional paid-in capital | 969,641 | 766,839 | |
Accumulated deficit | (702,719) | (657,979) | |
Treasury stock at cost, 32,333 shares at December 31, 2023 and December 31, 2022(1) | [1] | (9,700) | (9,700) |
Total stockholders' equity | 257,223 | 99,161 | |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | $ 515,259 | $ 596,342 | |
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted cash, including amounts held by variable interest entities (in Dollars) | $ 128 | $ 36,235 |
Consumer receivables, net, including amounts held by VIEs ( in Dollars) | 131,283 | 113,963 |
Other debt, net, including amounts held by VIEs (in Dollars) | $ 125,419 | $ 143,394 |
Treasury stock, shares | 32,333 | 32,333 |
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 | 45,000,000 |
Redeemable convertible preferred stock, shares issued | 0 | 25,655,579 |
Redeemable convertible preferred stock, shares outstanding | 0 | 25,655,579 |
Class A Common Stock | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 66,666,666 | 66,666,666 |
Common stock, shares issued | 10,444,627 | 8,619,678 |
Common stock, shares outstanding | 10,412,294 | 8,587,345 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue | |||
Service and subscription revenue | $ 411,238 | $ 330,598 | |
Net interest income on loan receivables | 12,193 | 10,147 | |
Total revenue, net | 423,431 | 340,745 | |
Operating expenses | |||
Provision for credit losses on consumer receivables | 93,418 | 99,753 | |
Compensation and benefits | 93,895 | 99,603 | |
Marketing | 28,125 | 37,245 | |
Direct costs | 126,361 | 106,419 | |
Professional services | 19,105 | 32,650 | |
Technology-related costs | 24,056 | 21,536 | |
Other operating expenses | 43,816 | 42,216 | |
Total operating expenses | 428,776 | 439,422 | |
Net income (loss) before other (expense) income and income taxes | (5,345) | (98,677) | |
Interest expense | (28,663) | (29,799) | |
Change in fair value of warrant liability | (473) | 7,923 | |
Change in fair value of contingent consideration from mergers and acquisitions | 6,613 | 41,254 | |
Goodwill impairment loss | (26,721) | (136,760) | |
Other income | 8,268 | 1,359 | |
Net loss before income taxes | (46,321) | (214,700) | |
Income tax benefit | (1,076) | (25,634) | |
Net loss | (45,245) | (189,066) | |
Reversal of previously accrued / (accrued) dividends on preferred stock | 690 | (6,880) | |
Net loss attributable to common shareholders | $ (44,555) | $ (195,946) | |
Net loss per share attributable to common stockholders - basic | [1],[2] | $ (4.63) | $ (24.32) |
Net loss per share attributable to common stockholders - diluted | [1],[2] | $ (4.63) | $ (24.32) |
Weighted-average common shares outstanding - basic (in Shares) | [1],[2] | 9,614,309 | 8,056,529 |
Weighted average shares used in computing net loss per share, diluted | [1],[2] | 9,614,309 | 8,056,529 |
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock (Series A) | Common Stock Class A | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | |||
Balances at Dec. 31, 2021 | $ 221,684 | $ 1 | [1] | $ 701,256 | [1] | $ (469,873) | $ (9,700) | ||
Balances (in Shares) at Dec. 31, 2021 | [1] | 7,682,748 | |||||||
Stock-based compensation | 19,603 | 19,603 | [1] | ||||||
Exercise of stock options and warrants and vesting of RSUs and PSUs, net of tax withholdings | 2,399 | 2,399 | [1] | ||||||
Exercise of stock options and warrants and vesting of RSUs and PSUs, net of tax withholdings (in Shares) | [1] | 294,988 | |||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC | 22,250 | 22,250 | [1] | ||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC (in Shares) | [1] | 508,069 | |||||||
Issuance of options and preferred stock in connection with Engine Acquisition and the related contingent consideration, net of working capital adjustments | 8,960 | $ 193,465 | 8,960 | [1] | |||||
Issuance of options and preferred stock in connection with Engine Acquisition and the related contingent consideration, net of working capital adjustments (in Shares) | 28,656,121 | ||||||||
Accrued dividends on preferred stock | (6,880) | (6,880) | [1] | ||||||
Conversion of preferred stock to common stock | 20,257 | $ (20,257) | 20,257 | [1] | |||||
Conversion of preferred stock to common stock -Shares | (3,000,542) | 100,018 | [1] | ||||||
Accrued dividends settled in common stock | 81 | 81 | [1] | ||||||
Accrued dividends settled in common stock, Shares | [1] | 1,522 | |||||||
Other | (127) | (1,087) | [1] | 960 | |||||
Net loss | (189,066) | (189,066) | |||||||
Balances at Dec. 31, 2022 | 99,161 | $ 173,208 | $ 1 | [1] | 766,839 | [1] | (657,979) | (9,700) | |
Balance (in Shares) at Dec. 31, 2022 | 25,655,579 | 8,587,345 | [1],[2] | ||||||
Balances at Dec. 31, 2022 | 99,161 | $ 173,208 | $ 1 | [2] | 766,839 | [2] | (657,979) | (9,700) | |
Stock-based compensation | 22,896 | 22,896 | [2] | ||||||
Exercise of stock options and warrants and vesting of RSUs and PSUs, net of tax withholdings | (860) | (860) | [2] | ||||||
Exercise of stock options and warrants and vesting of RSUs and PSUs, net of tax withholdings (in Shares) | [2] | 449,544 | |||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC | 1,914 | 1,914 | [2] | ||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC (in Shares) | [2] | 110,925 | |||||||
Issuance of options and preferred stock in connection with Engine Acquisition and the related contingent consideration, net of working capital adjustments | 304 | $ 1,560 | 304 | [2] | |||||
Issuance of options and preferred stock in connection with Engine Acquisition and the related contingent consideration, net of working capital adjustments (in Shares) | 4,400,172 | 23,453 | [2] | ||||||
Voluntary conversion of preferred stock to common stock | 45 | $ (45) | 45 | [2] | |||||
Voluntary conversion of preferred stock to common stock, Shares | (6,698) | 230 | [2] | ||||||
Reversal of previously accrued dividends on preferred stock | 690 | 690 | [2] | ||||||
Accrued dividends on preferred stock | (2,976) | (2,976) | [2] | ||||||
Settlement of accrued dividends on preferred stock, (in shares) | [2] | 229,605 | |||||||
Conversion of preferred stock to common stock | 174,849 | $ (174,723) | 174,849 | [2] | |||||
Conversion of preferred stock to common stock -Shares | (30,049,053) | 1,012,093 | [2] | ||||||
Other | 493 | (12) | [2] | 505 | |||||
Other, (in shares) | [2] | (901) | |||||||
Net loss | (45,245) | (45,245) | |||||||
Balances at Dec. 31, 2023 | $ 257,223 | $ 1 | [2] | $ 969,641 | [2] | $ (702,719) | $ (9,700) | ||
Balance (in Shares) at Dec. 31, 2023 | [2] | 10,412,294 | |||||||
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Exchange ratio | 0.0333 | ||
Class A Common Stock | |||
Exchange ratio | 0.0333 | 0.0333 | 0.0333 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (45,245) | $ (189,066) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Provision for losses on receivables | 93,418 | 99,753 |
Depreciation and amortization expense | 24,826 | 21,673 |
Change in deferred fees and costs, net | 2,119 | 2,017 |
Change in fair value of warrants | 473 | (7,923) |
Change in fair value of contingent consideration from mergers and acquisitions | (6,613) | (41,254) |
Gain (loss) on foreign currency translation | (60) | 18 |
Expenses related to debt modification and prepayments | 730 | |
Goodwill impairment loss | 26,721 | 136,760 |
Stock compensation expense | 22,896 | 19,603 |
Deferred income taxes | (2,091) | (26,020) |
Changes in assets and liabilities, net of effects of business combination: | ||
Accrued interest receivable | (234) | 4 |
Enterprise receivables, net | 2,853 | (3,152) |
Other assets | 1,098 | (14,908) |
Accounts payable and accrued liabilities | 819 | 5,059 |
Other liabilities | (4,634) | 67 |
Net cash provided by operating activities | 116,346 | 3,361 |
Cash flows from investing activities: | ||
Net originations and collections of finance receivables | (120,441) | (114,072) |
Purchase of property and equipment and software develpment | (6,008) | (8,890) |
Acquisition of Engine, net of cash acquired | (18,584) | |
Settlement of contingent consideration related to mergers and acquisitions | (1,116) | |
Net cash used in investing activities | (127,565) | (141,546) |
Cash flows from financing activities: | ||
Repayments to secured/senior lenders | (25,000) | (24,029) |
Fees related to debt prepayment | (375) | |
Net repayments to special purpose vehicle credit facilities | (19,000) | |
Borrowings from secured lenders | 69,300 | |
Payment of deferred financing costs | (132) | (1,625) |
Payments related to the automatic conversion of redeemable convertible preferred stock (Series A) in lieu of fractional shares of common stock and dividends on preferred stock | (3,007) | |
Proceeds (payments) related to issuance of common stock related to exercise of stock options and warrants, net of tax withholdings related to vesting of stock-based compensation | (860) | 2,399 |
Other | (12) | |
Net cash (used in) provided by financing activities | (48,011) | 45,670 |
Net change in cash and restricted cash | (59,230) | (92,515) |
Cash and restricted cash, beginning of period | 153,709 | 246,224 |
Cash and restricted cash, end of period | 94,479 | 153,709 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 27,578 | 27,521 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Voluntary conversion of preferred stock to common stock | 45 | 20,257 |
Automatic conversion of redeemable convertible preferred stock (Series A) to common stock | 174,849 | |
Reversal of previously accrued / (accrued) dividends on preferred stock | 690 | (6,880) |
Issuance of common stock to settle accrued dividends on preferred stock and Preferred Stock Equivalents | 3,280 | 81 |
Equity issued as consideration for mergers and acquisitions | 1,864 | 202,425 |
Equity issued as settlement of contingent consideration related to Malka Acquisition | 1,914 | 22,250 |
Equity issued as settlement of contingent consideration related to Engine Acquisition | $ 1,440 | |
Contingent consideration issued related to mergers and acquisitions | 45,336 | |
Lease liabilities incurred in exchange for operating right-of-use assets | $ 7,568 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (45,245) | $ (189,066) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis Of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION MoneyLion Inc. (“MoneyLion” or the “Company”) was founded in 2013 and is headquartered in New York, New York. On September 22, 2021, MoneyLion Inc., formerly known as Fusion Acquisition Corp., consummated a business combination (the “Business Combination”) with MoneyLion Technologies Inc., formerly known as MoneyLion Inc. Following the Business Combination, MoneyLion Inc. became a publicly traded company, with MoneyLion Technologies Inc. continuing the existing business operations as a subsidiary of MoneyLion Inc. MoneyLion Inc.’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.” MoneyLion is a leader in financial technology, powering the next generation of personalized products and financial content for American consumers. MoneyLion designs and offers modern personal finance products, tools and features and curate money-related content that delivers actionable insights and guidance to its users. MoneyLion also operates and distributes embedded finance marketplace solutions that match consumers with personalized third-party offers from its partners, providing convenient access to an expansive breadth of financial solutions that enable consumers to borrow, spend, save and achieve better financial outcomes. In addition, MoneyLion provides creative media and brand content services to clients across industries through its media division and leverages its adaptive, in-house content studio 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 brand content 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., doing business as the brand Engine by MoneyLion (“Engine” and such acquisition, the “Engine Acquisition”). Engine powers the leading embedded finance marketplace solutions MoneyLion offers to its Enterprise Partners (as defined herein) through which Engine connects and matches consumers with real-time, personalized product and service recommendations. For the over 1,100 Enterprise Partners in MoneyLion's network who integrate MoneyLion's software platform onto their properties, MoneyLion enables robust distribution capabilities and 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 Engine 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, 2023 and 2022. Reverse Stock Split —On April 24, 2023, the Company amended the Company's Fourth Amended and Restated Certificate of Incorporation (as amended from time to time, the "Certificate of Incorporation") to effect, effective as of 5:01 p.m. Eastern Time on April 24, 2023, a 1 -for-30 reverse stock split (the “ Reverse Stock Split” ) of the Class A Common Stock. At the effective time of the Reverse Stock Split, every 30 shares of Class A Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Class A Common Stock , and the total number of shares of Class A Common Stock authorized for issuance was reduced by a corresponding proportion from 2,000,000,000 shares to 66,666,666 shares. The Reverse Stock Split was approved by the Company's stockholders at a Special Meeting of Stockholders on April 19, 2023 and approved by the Board of Directors on April 21, 2023. The primary goal of the Reverse Stock Split was to increase the per share price of the Class A Common Stock in order to meet the minimum per share price requirement for continued listing on the NYSE. The Class A Common Stock began trading on the NYSE on an as-adjusted basis on April 25, 2023 under the existing trading symbol “ML.” In addition, as a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable. Furthermore, proportionate adjustments were made to the conversion factor at which the Company’s previously outstanding Series A Convertible Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”), were converted to Class A Common Stock. The total number of shares of preferred stock of the Company authorized for issuance remained at 200,000,000 . Stockholders who would have been entitled to receive fractional shares as a result of the Reverse Stock Split were instead entitled to a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder was otherwise entitled multiplied by the closing price per share of the Class A Common Stock on the NYSE on the effective date of the Reverse Stock Split. The effects of the Reverse Stock Split have been reflected in these consolidated financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 and stockholders’ equity 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. Variable Interest Entities — The Company’s primary source of funding for originated receivables is 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 7, “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. Revenue Recognition and Related Receivables— The following table summarizes revenue by type for the twelve months ended December 31, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 Consumer revenues Service and subscription fees $ 272,897 $ 208,829 Net interest income on finance receivables 12,193 10,147 Total consumer revenues 285,090 218,976 Enterprise service revenues 138,341 121,769 Total revenue, net $ 423,431 $ 340,745 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 secured personal Credit Builder Loan, 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 past the scheduled repayment 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 Product Partners. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized offers and matches the demand and supply of financial and non-financial products and 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 lead generation 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 current expected credit losses 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 Instacash advances and related fee receivables in the month in which the account becomes 90 days past due effective January 1, 2023 and 60 days past due prior to January 1, 2023. 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 for current expected credit losses 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. 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. Since the CODM reviews financial information on a consolidated basis for purposes of allocating resources and in assessing performance, 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 had no assets measured at fair value on a recurring or non-recurring basis as of December 31, 2023 and December 31, 2022 except for goodwill, which was valued using Level 3 inputs, as described in Note 2, “Summary of Significant Accounting Policies.” Liabilities measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 are the Private Placement Warrants (as defined herein) and contingent consideration related to mergers and acquisitions, which are further described in Note 12, “Stock Warrants,” and Note 15, “Mergers and Acquisitions,” respectively. The Company had no liabilities measured at fair value on a non-recurring basis as of December 31, 2023 and December 31, 2022 . There have been no transfers between levels during the twelve months ended December 31, 2023 and December 31, 2022. 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, net, 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 and that the fair value of these financial instruments would be based on Level 1 fair value measurements. The carrying value of the secured loans approximates their fair value based on the relatively short duration these instruments have been outstanding and the secured loans' variable interest rate based on market rates. The carrying value of other debt approximates its fair value based on the relatively short duration these instruments have been outstanding and availability of alternative financing sources at similar interest rates with the same terms. The fair value of secured loans and other debt would be based on Level 2 fair value measurements. 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 were 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 did 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, Earnout Shares, as defined in Note 13, “Net Loss Per Share,” and warrants to purchase common stock were considered common shares equivalents but were 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, 2023 and 2022 . 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 performed goodwill impairment testing annually on the last day of the fiscal year or more frequently if indicators of potential impairment existed until goodwill was fully impaired as described below. A potential impairment indicator was identified on each of June 30, 2022, September 30, 2022, December 31, 2022 and June 30, 2023 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, December 31, 2022 and June 30, 2023. 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 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 Preferred Stock, primarily based on the Class A Common Stock price per share. The calculation of fair value also included 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 represented 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 are 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 the reporting unit in the Company's December 31, 2022 impairment analysis was 30.5 %, and the Company 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 included an estimated control premium based on consultation between the Company's management and third-party valuation specialists. The June 30, 2023 assessment indicated that the carrying value of the reporting unit exceeded the reporting unit's fair value, resulting in a goodwill impairment loss of $ 26,721 , which in turn resulted in a full impairment of goodwill. Determining the fair value of the reporting unit required the use of estimates and the exercise of significant judgment, which are inherently subjective in nature. For quantitative goodwill impairment testing, the fair value of the reporting unit was calculated by valuing the Class A Common Stock based on the Class A Common Stock price per share. The calculation of fair value also included 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 five 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, 2023 and 2022 . 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 qual |
Consumer Receivables
Consumer Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
CONSUMER RECEIVABLES | 3. CONSUMER RECEIVABLES The Company’s finance receivables consist of secured personal loans and principal amounts of Instacash advances. Secured loan principal balances are either partially or fully deposited into an escrow account upon origination with any remaining balance being given to the borrower. The funds in the escrow account may be used to pay the secured personal loan in full or can be released to the borrower once the secured personal loan is paid in full. Until such time, the funds in the escrow account may be collected by the Company in the event the borrower becomes contractually past due. Accrued interest receivables represent the interest accrued on the loan receivables based upon the daily principal amount outstanding except for loans that are on nonaccrual status. The Company’s policy is to suspend recognition of interest income on secured personal loans and place the secured personal loan on nonaccrual status when the account is more than 60 days 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. The Company has elected to not measure an allowance for losses on accrued interest receivable. Any accrued interest receivable that becomes 90 days past due on a contractual basis is charged-off by reversing net interest income on loan receivables. Net charge-offs of accrued interest income were $ 1,470 and $ 2,058 for the twelve months ended December 31, 2023 and 2022. Fees receivable represent the amounts due to the Company for tips and instant transfer fees related to the Instacash earned wage access 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 Instacash advance terms though no direct correlation between charge-off rates and these factors has been identified in the Company's analysis. When assessing provision for losses on consumer receivables, the Company takes into account the composition and delinquency status of the outstanding consumer receivables and the related forecasted principal loss rates based on recent historical experience. Recent historical loss rates are updated on a quarterly basis. Charge-offs of consumer receivable balances occur after becoming 90 days past contractually due unless specific circumstances are identified on an individual or group of receivables that indicate charge-off is not appropriate. The level of exceptions to charge-offs occurring once 90 days past due is not material. Consumer receivable charge-offs typically occur within one year of origination. The tables below show consumer receivables balances as of December 31, 2023 and December 31, 2022 and the consumer receivables activity, charge-off rates and aging by product for the twelve months ended December 31, 2023 and 2022. Consumer receivables consisted of the following: December 31, December 31, 2023 2022 Loan receivables $ 66,815 $ 73,451 Instacash receivables 120,336 77,688 Finance receivables 187,151 151,139 Fees receivable 16,137 14,019 Subscription receivables 3,491 3,419 Deferred loan origination costs 86 331 Accrued interest receivable 1,302 1,068 Consumer receivables, before allowance for credit losses $ 208,167 $ 169,976 Changes in the allowance for losses on loan receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 5,784 $ 6,494 Provision for credit losses on receivables 9,451 12,504 Loan receivables charged off ( 13,765 ) ( 19,647 ) Recoveries 4,291 6,429 Ending balance $ 5,761 $ 5,780 Changes in allowance for losses on Instacash receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 23,240 $ 15,131 Provision for credit losses on receivables 66,878 73,765 Instacash receivables charged off ( 84,016 ) ( 97,264 ) Recoveries 19,890 26,316 Ending balance $ 25,992 $ 17,948 Changes in allowance for losses on fees receivable were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 908 $ 420 Provision for credit losses on receivables 12,988 8,253 Fees receivable charged off ( 13,898 ) ( 11,221 ) Recoveries 2,554 3,251 Ending balance $ 2,552 $ 703 Changes in allowance for losses on subscription receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 1,292 $ 278 Provision for credit losses on receivables 4,101 5,231 Subscription receivables charged off ( 5,538 ) ( 5,766 ) Recoveries 1,169 667 Ending balance $ 1,024 $ 410 The following is an assessment of the repayment performance of loan receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the loan receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 58,980 88.2 % $ 63,578 86.6 % Delinquency: 31 to 60 days 4,451 6.7 % 5,579 7.6 % 61 to 90 days 3,384 5.1 % 4,294 5.8 % Total delinquency 7,835 11.8 % 9,873 13.4 % Loan receivables before allowance for credit losses $ 66,815 100.0 % $ 73,451 100.0 % Loan receivables that are 61 to 90 days contractually past due are placed on non-accrual status. The following is an assessment of the repayment performance of Instacash receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the Instacash receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 104,541 86.9 % $ 70,003 90.1 % Delinquency: 31 to 60 days 8,829 7.3 % 7,685 9.9 % 61 to 90 days 6,966 5.8 % — 0.0 % Total delinquency 15,795 13.1 % 7,685 9.9 % Instacash receivables before allowance for credit losses $ 120,336 100.0 % $ 77,688 100.0 % The following is an assessment of the repayment performance of fees receivable as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the fees receivable portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 13,971 86.6 % $ 10,645 75.9 % Delinquency: 31 to 60 days 1,197 7.4 % 3,374 24.1 % 61 to 90 days 969 6.0 % — 0.0 % Total delinquency 2,166 13.4 % 3,374 24.1 % Fees receivable before allowance for credit losses $ 16,137 100.0 % $ 14,019 100.0 % The following is an assessment of the repayment performance of subscription receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the subscription receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 2,786 79.8 % $ 2,487 72.8 % Delinquency: 31 to 60 days 407 11.7 % 534 15.6 % 61 to 90 days 298 8.5 % 398 11.6 % Total delinquency 705 20.2 % 932 27.2 % Subscription receivables before allowance for credit losses $ 3,491 100.0 % $ 3,419 100.0 % |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, December 31, 2023 2022 Leasehold improvements $ 1,932 $ 1,970 Furniture and fixtures 361 853 Computers and equipment 2,551 2,298 4,844 5,121 Less: accumulated depreciation ( 2,980 ) ( 2,145 ) Property and equipment, net $ 1,864 $ 2,976 Total depreciation expense related to property and equipment was $ 1,293 and $ 1,235 for the twelve months ended December 31, 2023 and 2022 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS Changes in goodwill were as follows: Goodwill Before Impairment Cumulative Goodwill Impairments Goodwill Balance at December 31, 2022 $ 163,360 $ ( 136,760 ) $ 26,600 Goodwill impairment loss — ( 26,721 ) $ ( 26,721 ) Other 121 — 121 Balance at December 31, 2023 $ 163,481 $ ( 163,481 ) $ — See Note 2, “Summary of Significant Accounting Policies,” for additional information regarding goodwill impairment. Intangible assets consisted of the following: December 31, December 31, Useful Life 2023 2022 Proprietary technology and capitalized internal-use software 3 - 7 years $ 43,105 $ 41,495 Work in process 1,695 1,812 Customer relationships 10 - 15 years 160,500 160,500 Trade names 9 - 15 years 15,960 16,620 Less: accumulated amortization ( 44,719 ) ( 26,180 ) Intangible assets, net $ 176,541 $ 194,247 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 $ 5,626 and $ 6,984 for the twelve months ended December 31, 2023 and 2022, respectively. For the twelve months ended December 31, 2023 and 2022, total amortization expense was $ 23,533 and $ 20,438 , respectively. The following table summarizes estimated future amortization expense of intangible assets placed in service at December 31, 2023 for the years ending: 2024 $ 23,856 2025 23,856 2026 23,856 2027 23,284 2028 20,975 Thereafter 59,019 $ 174,846 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS Other assets consisted of the following: December 31, December 31, 2023 2022 Receivable from payment processors $ 37,362 $ 32,881 Prepaid expenses 5,987 8,804 Operating lease right-of-use assets 6,159 9,123 Other 4,051 3,850 Total other assets $ 53,559 $ 54,658 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT The Company’s debt as of December 31, 2023 and 2022 is presented below: December 31, December 31, 2023 2022 Monroe Term Loans $ 65,000 $ 90,000 Unamortized discounts and debt issuance costs ( 666 ) ( 1,383 ) Total secured loans, net $ 64,334 $ 88,617 ROAR 1 SPV Credit Facility $ 64,500 $ 83,000 ROAR 2 SPV Credit Facility 62,500 63,000 Unamortized discounts and debt issuance costs ( 1,581 ) ( 2,606 ) Total other debt, net $ 125,419 $ 143,394 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 bore 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 %. Interest was payable until April 30, 2022, and thereafter, the outstanding principal was payable in twelve equal installments through the facility maturity date of May 1, 2023 . The Second Lien Loan was 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 Invest in America Credit Fund 1 LLC ( “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 was 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 bore interest at the greater of (i) Wall Street Journal Prime Rate plus 2.25 % and (ii) 6.50 %, and had a maturity date of May 1, 2022 . The term loan bore interest at the greater of (i) Wall Street Journal Prime Rate plus 3.25 % and (ii) 7.50 %. Interest only on the term loan was payable until September 1, 2021, and thereafter outstanding principal was payable in thirty-nine equal installments through the facility maturity date of May 1, 2024 . The First Lien Loan was 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 was subject to certain covenants, as defined. The Company used the First Lien Loan proceeds to repay certain outstanding indebtedness and for general corporate purposes. Monroe Term Loans —In March 2022, the Company entered into a credit agreement (the “Original Monroe Credit Agreement” and as amended by Amendment No. 1 to Credit Agreement, dated as of March 30, 2023, and Amendment No. 2 to the Credit Agreement, dated as of April 28, 2023 (“Amendment No. 2”), the “Monroe Credit Agreement”) with certain financial institutions from time to time party thereto, as lenders (the “Lenders”), and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger (“Monroe Capital”). The Original Monroe Credit Agreement provided 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 were 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, at the closing of the Original Monroe Credit Agreement, 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 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 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. On April 28, 2023, the Company entered into Amendment No. 2 with the Lenders and Monroe Capital in order to extend the maturity date of the Term A-2 Loans and proactively manage the Company's interest expense through the remainder of 2023. Pursuant to Amendment No. 2, the Company, the Lenders and Monroe Capital agreed that the Company would: (i) pay $ 5.0 million of the outstanding principal balance of the Term A-2 Loans on May 1, 2023, $ 10.0 million of the outstanding principal balance of the Term A-2 loans on July 15, 2023 and the remaining outstanding principal balance of the Term A-2 Loans in full on October 15, 2023, and (ii) prepay $ 5.0 million of the outstanding principal balance of the Term A-1 Loans on October 15, 2023, with the remaining outstanding principal balance of the Term A-1 Loans continuing to be due on the original maturity date of March 24, 2026. In addition, the Term B Loans were no longer available to be drawn as of the effective date of Amendment No. 2. The Company was, prior to the entry into Amendment No. 2, in compliance with all of its covenants under the Credit Agreement. Amendment No. 2 was accounted for as a debt modification. Costs associated with Amendment No. 2 were not material. 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 interest rate as of December 31, 2023 on the Term A-1 Loans was 14.64 % . The Term A-2 Loans bore 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 %. Pursuant to Amendment No. 2, the Term A-2 Loans, which originally matured on M ay 1, 202 3 , was repaid in full during the year ended December 31, 202 3 . The Term A-1 Loans and the Term B Loans mature on March 24, 2026 . 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 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, which was subsequently increased to $ 135,000 (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, which was subsequently reduced to $ 75,000 (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, $ 127,000 and $ 65,000 is due for repayment during the years ended December 31, 2025 and 2026, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 8. 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 $ 3,542 and $ 2,936 for the twelve months ended December 31, 2023 and 2022, respectively. Short-term lease expense, variable lease expense and sublease income were not material for the twelve months ended December 31, 2023 and 2022. On July 28, 2023, the Company entered into a sublease for 12,765 square feet of the Company's rental space in New York, New York, which does not include the Company's headquarters. As a result, $ 377 of impairment charges were recognized during the third quarter of fiscal year 2023 relating to the impairment of the right of use asset and property and equipment related to the site. Net rental income of $ 277 was recorded in other income for the twelve months ended December 31, 2023 and was 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, 2023 2024 $ 3,101 2025 2,418 2026 1,127 2027 904 2028 768 Thereafter - Total lease payments 8,318 Less: imputed interest 1,329 Lease liabilities $ 6,989 Weighted-average remaining lease term (years) 3.3 Weighted-average discount rate 11.4 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES For the years ended December 31, 2023 and 2022, income tax benefit computed at the federal statutory income tax rate of 21 % differed from the recorded amount of income tax benefit 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, 2023 2022 Federal statutory rate $ ( 9,800 ) 21.00 % $ ( 46,515 ) 21.00 % Effect of: State taxes, net of federal tax benefit ( 1,799 ) 3.85 % ( 3,962 ) 1.79 % Deferred rate change 552 ( 1.18 )% ( 847 ) 0.38 % Change in fair value of warrant liability 99 ( 0.21 )% ( 1,664 ) 0.75 % Return to provision ( 2,313 ) 4.95 % 396 ( 0.18 )% Goodwill impairment 25 ( 0.05 )% 28,720 ( 12.97 )% Other permanent differences 708 ( 1.52 )% ( 4,972 ) 2.24 % Other 41 ( 0.08 )% 1,411 ( 0.63 )% Release of valuation allowance — — % ( 26,020 ) 11.75 % Change in valuation allowance 11,411 ( 24.45 )% 27,819 ( 12.56 )% Total $ ( 1,076 ) 2.31 % $ ( 25,634 ) 11.57 % The income tax benefit is as follows: Years Ended 2023 2022 Current: Federal $ — $ — State and local 672 185 Non-U.S. 343 201 1,015 386 Deferred taxes: Federal ( 2,091 ) ( 20,930 ) State and local — ( 5,090 ) Non-U.S. — — ( 2,091 ) ( 26,020 ) Income tax benefit $ ( 1,076 ) $ ( 25,634 ) The tax effects of the primary temporary differences included in net deferred tax assets and liabilities are shown in the following table: December 31, 2023 2022 Net operating loss carryforwards $ 104,072 $ 112,952 Allowance for losses on finance receivables 9,085 6,576 Research and development credit 1,246 1,246 Stock compensation 2,489 1,235 Interest expense deduction limitation 2,917 — Operating lease liability 1,795 — Legal reserve 70 454 Contingent liability 1,276 — Other 375 718 Total deferred tax assets, gross 123,325 123,181 Less: valuation allowance ( 96,363 ) ( 84,952 ) Total deferred tax assets, net 26,962 38,229 Depreciation and amortization ( 26,145 ) ( 41,169 ) Operating lease right-of-use assets ( 1,580 ) — Other ( 199 ) ( 114 ) Total deferred tax liabilities ( 27,924 ) ( 41,283 ) Total deferred tax liabilities, net $ ( 962 ) $ ( 3,054 ) As of December 31, 2023 and 2022, the Company maintained a valuation allowance of $ 96,363 and $ 84,952 , respectively. The valuation allowance was recorded due to the fact that the Company has a cumulative loss incurred over the three-year period ended December 31, 2023. The company continues to provide a valuation allowance against its tax attributes because 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 increased by $ 11,411 and decreased by $ 1,799 during the twelve months ended December 31, 2023 and 2022, respectively. Total U.S. federal and state operating loss carryforwards as of December 31, 2023 and 2022 were approximately $ 714,300 and $ 786,600 , respectively. U.S. federal net operating loss carryforwards begin to expire in 2037, and state operating loss carryforwards begin to expire in 2025. U.S. Federal net operating losses of approximately $ 390,109 carry forward indefinitely. Due to the net operating loss carryovers, the statute of limitations remains open for federal and state returns. As of December 31, 2023 , the Company’s federal research and development credit carryforwards for income tax purposes were approximately $ 1,200 . If not used, the current carryforwards will expire beginning in 2034. 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 Engine 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. The Company also acquired federal net operating losses in the Engine Acquisition. It was determined that the Engine net operating losses acquired are also subject to a Section 382 annual limitation of approximately $ 3,800 due to Engine's ownership changes in both 2018 and 2022. Engine is a net unrealized built-in gains (“ NUBIG” ) corporation and had a NUBIG of approximately $ 265,200 at the change date. As a result, the Engine annual limitation is expected to be increased in the first five years post-change by an aggregate of approximately $ 87,800 . As of the 2022 ownership change, approximately $ 3,100 of the net operating losses that were restricted by the 2018 ownership change had freed up and become available for use, and approximately $ 6,000 remained restricted. A further approximately $ 55,000 in net operating losses had been generated between the date immediately following the 2018 ownership change and the 2022 ownership change. Of the approximately $ 58,100 in net operating losses that were now solely limited by the section 382 limitation resulting from the 2022 ownership change, all of the total net operating loss carryforwards are expected to become utilizable by the tax year ending December 31, 2025. The remaining approximately $ 6,000 in net operating loss carryforwards still subject to the section 382 limitation resulting from the 2018 ownership change are expected to free up and become available for use by the tax year ended December 31, 2049. None of the pre-change net operating losses subject to the July 31, 2018 and February 17, 2022 limitation are expected to expire unutilized as a result of both ownership changes. |
Common and Preferred Stock
Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
COMMON AND PREFERRED STOCK | 10. 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 the Company's Amended and Restated 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. Series A Preferred Stock —Prior to the Automatic Conversion Event (as described below), the Company had shares of Series A Preferred Stock outstanding. Holders of the shares of Series A Preferred Stock (other than certain regulated holders subject to the Bank Holding Company Act of 1956, as amended) were 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 were 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 dividend payment date. Holders of the Series A Preferred Stock were entitled to a liquidation preference in the event of the Company's liquidation equal to 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 were convertible into shares of Class A Common Stock on a one-for-thirty basis, subject to customary anti-dilution adjustments. The Series A Preferred Stock was convertible (i) at any time upon the holder’s election and (ii) automatically in the event that the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE equaled or exceeded $ 10.00 on any 20 trading days (consecutive or nonconsecutive) within any consecutive 30 trading day period ending no later than the last day of the lockup period applicable to such shares of Series A Preferred Stock. As of the close of trading on the NYSE on May 26, 2023, the per share volume-weighted average price of the shares of Class A Common Stock on the NYSE equaled or exceeded $ 10.00 for the twentieth trading day within a consecutive thirty trading day period ending no earlier than the last day of the lockup period applicable to such shares of Series A Preferred Stock (the “Automatic Conversion Event”). Accordingly, as a result of the Automatic Conversion Event, following the close of trading on the NYSE on May 26, 2023, all 30,049,053 shares of Series A Preferred Stock issued and outstanding automatically converted into 1,012,293 shares of newly issued Class A Common Stock based on the conversion rate provided in the Certificate of Designations of the Series A Preferred Stock (the “ Certificate of Designations”). In lieu of any fractional shares otherwise issuable to any holder of the Series A Preferred Stock, the Company issued cash in accordance with the terms of the Certificate of Designations. On June 30, 2023, the Company paid the accrued annual dividend on the previously outstanding shares of Series A Preferred Stock for the dividend payment period ending December 31, 2022 to all holders of record as of the applicable dividend record date (the “2022 Annual Dividend”). The 2022 Annual Dividend was paid in a mixture of Class A Common Stock and cash through the issuance of 229,605 shares of Class A Common Stock and payment of approximately $ 3.0 million of cash. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION Incentive 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 3,115,327 shares of Class A Common Stock pursuant to awards issued under the Incentive Plan. 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 until and including 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 $ 22,896 and $ 19,603 was recognized during the twelve months ended December 31, 2023 and 2022, respectively. Summary of Stock Option Activity No stock options were granted during the twelve months ended December 31, 2023 . The weighted average grant date fair value of options granted during the twelve months ended December 31, 2022 was $ 2.10 . The grant date fair values for the year ended December 31, 2022 were calculated using a 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 are as follows: Twelve Months Ended December 31, 2022 Expected Volatility 81 % Expected Dividend — Expected Term in Years 5.00 Expected Forfeitures 0 % Risk Free Interest Rate 0.99 % The following table represents option activity since December 31, 2021: Weighted Weighted Average Average Exercise Remaining Aggregate Number Price Per Contractual Intrinsic of Options (1) Option (1) Term Value Options outstanding at December 31, 2021 1,248,618 $ 24.00 7.6 Years $ 121,108 Options granted 196,728 28.30 Options exercised ( 232,042 ) 13.80 $ 5,782 Options forfeited ( 100,962 ) 33.00 Options expired ( 15,844 ) 47.70 Options outstanding at December 31, 2022 1,096,498 $ 25.66 6.6 Years $ 5,234 Options exercised ( 151,278 ) 35.93 $ 1,878 Options forfeited ( 84,054 ) 39.35 Options expired ( 16,132 ) 25.94 Options outstanding at December 31, 2023 845,034 $ 26.83 5.6 Years $ 32,628 Exercisable at December 31, 2023 751,981 23.52 5.6 Years $ 31,108 Unvested at December 31, 2023 93,053 $ 53.58 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. 132,122 options vested during the twelve months ended December 31, 2023 with an aggregate intrinsic value of $ 324 . Total compensation cost related to unvested options not yet recognized as of December 31, 2023 was $ 2,119 and will be recognized over a weighted average of 1.1 years. Summary RSU and PSU Activity RSUs entitle the holder to receive one share of Class A Common Stock for each unit when the units vest, and typically RSUs vest over periods ranging from one to four years. PSUs 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, 2023 and 2022 were calculated using a Monte Carlo simulation model which utilized estimates of future stock price volatility, expected term and risk-free interest rate. Assumptions used for the Market PSUs granted during the twelve months ended December 31, 2023 are as follows: Twelve Months Ended December 31, 2023 2022 Expected Volatility 83 % 53 % - 80 % Expected Dividend — — Expected Term in Years 3.00 3.30 - 4.00 Risk Free Interest Rate 4.72 % 2.10 % - 4.50 % 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 (1) Per Unit (1) Units (1) Per Unit (1) Units (1) Per Unit (1) Units outstanding at December 31, 2021 — $ — — $ — 20,908 $ 179.00 Units granted 334,001 26.10 89,064 59.00 714,704 53.00 Units forfeited — — — — ( 70,788 ) 57.00 Units vested — — ( 1,493 ) 33.00 ( 80,905 ) 83.00 Units outstanding at December 31, 2022 334,001 $ 26.10 87,571 $ 59.00 583,919 $ 52.51 Units granted 300,000 9.73 173,599 17.03 713,113 20.90 Units forfeited ( 308,614 ) 22.62 ( 25,336 ) 70.56 ( 130,939 ) 39.77 Units vested ( 26,493 ) 15.99 ( 41,942 ) 48.79 ( 343,359 ) 42.57 Units outstanding at December 31, 2023 298,894 $ 14.16 193,892 $ 22.12 822,734 $ 31.58 (1) Prior period results have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. Total compensation cost related to unvested RSUs and PSUs not yet recognized as of December 31, 2023 was $ 25,689 and will be recognized over a weighted average of 1.7 years. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Stock Warrants [Abstract] | |
STOCK WARRANTS | 12. STOCK WARRANTS Public Warrants and Private Placement Warrants As a result of the Business Combination, MoneyLion acquired from Fusion Acquisition Corp., as of September 22, 2021, public warrants outstanding to purchase an aggregate of 583,333 shares of the Class A Common Stock (the “Public Warrants”) and private placement warrants outstanding to purchase an aggregate of 270,000 shares of the Class A Common Stock (the “Private Placement Warrants”) (in each case, as adjusted for the Reverse Stock Split) that expire on September 22, 2026 . Each whole warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $ 345 per share, at any time commencing on 12 months from closing of Fusion Acquisition Corp.’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 $ 540.00 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 closing of the Business Combination 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. 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 sheets. As of December 31, 2023 and 2022, the aggregate value of the Private Placement Warrants was $ 810 and $ 337 , respectively. 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. As of December 31, 2022, the Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is calculated using Level 3 inputs as of December 31, 2022. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants was the expected volatility of the Class A Common Stock. As of December 31, 2023, the Private Placement Warrants were valued based on the per warrant price of the Public Warrants, subject to adjustments to account for differences in contractual terms between the Private Placement Warrants and the Public Warrants. The per warrant price of the Public Warrants as of December 31, 2023 was $ 0.10 . The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: December 31, 2022 Strike price (1) $ 345.00 Expected Volatility 79 % Expected Dividend - Class A Common Stock — Expected Term in Years 3.73 Risk Free Interest Rate 4.14 % Warrant Value Per Share (1) $ 18.60 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. The following table presents the changes in the fair value of the Private Placement Warrants: Private Placement Warrants Warrants payable balance, December 31, 2022 $ 337 Mark-to-market adjustment 473 Warrants payable balance, December 31, 2023 $ 810 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 13. NET LOSS PER SHARE The following table sets forth the computation of net loss per common share for the twelve months ended December 31, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 Numerator: Net loss $ ( 45,245 ) $ ( 189,066 ) Reversal of previously accrued / (accrued) dividends on preferred stock 690 ( 6,880 ) Net loss attributable to common shareholders $ ( 44,555 ) $ ( 195,946 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 9,614,309 8,056,529 Net loss per share attributable to common stockholders - basic and diluted (1) $ ( 4.63 ) $ ( 24.32 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. The Company’s potentially dilutive securities, which include stock options, RSUs, preferred stock and warrants to purchase shares of common 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 potentially issuable shares of Class A Common Stock 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, 2023 and 2022: December 31, 2023 2022 Conversion of convertible preferred stock (1) — 855,186 Warrants to purchase common stock (1) 853,330 853,330 PSUs, RSUs and options to purchase common stock (1) 2,160,554 2,115,517 Right to receive Earnout Shares (1) 583,333 583,333 Total common stock equivalents 3,597,217 4,407,366 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. In connection with the Business Combination, rights to receive Class A Common Stock (the “Earnout Shares”) were issued, with the right to receive Class A Common Stock contingent upon the Class A Common Stock reaching certain price milestones. 250,000 and 333,333 shares of Class A Common Stock will be issued if the Class A Common Stock share price equals or is greater than $ 375 and $ 495 , respectively, for twenty out of any thirty consecutive trading days. The right to receive the Earnout Shares will expire on September 22, 2026 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. 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 $ 2,317 in 2024, $ 8,500 in 2025, $ 8,500 in 2026 and $ 8,500 in 2027. For the year ended December 31, 2023 and 2022 , purchases related to these obligations were $ 8,944 and $ 5,306 , respectively. 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 14, 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, financial condition, results of operations and cash flows.” 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, 2023, 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, certain of which could 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 (“SDNY”) 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. On June 13, 2023, the CFPB filed its first amended complaint, alleging substantially similar claims as those asserted in its initial complaint. On July 11, 2023, the Company moved to dismiss the lawsuit, again asserting various constitutional and merit-based arguments. On October 9, 2023, the Company moved for a stay of the action pending a decision from the United States Supreme Court in CFPB v. Community Financial Services Association of America, Ltd., No. 22-448 (U.S. argued Oct. 3, 2023) (“CFSA”). On December 1, 2023, the Court issued an order granting the Company’s motion and staying the action pending the United State Supreme Court’s decision in CFSA. The Company continues to maintain that the CFPB’s claims are meritless and is vigorously defending against the lawsuit. Nevertheless, at this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on its business, financial condition, results of operations or cash flows. On July 21, 2023, Jeffrey Frommer, Lyusen Krubich, Daniel Fried and Pat Capra, the former equity owners of MALKA (collectively, the “Seller Members”), brought a civil action in the SDNY against MoneyLion Technologies Inc. alleging, among other things, breaches of the Membership Interest Purchase Agreement governing the MALKA Acquisition (the “MIPA”). Among other claims, the Seller Members allege that they are entitled to payment of $ 25.0 million of Class A Common Stock pursuant to the earnout provisions set forth in the MIPA, based on the Seller Members’ assertion that MALKA achieved certain financial targets for the year ended December 31, 2022 (such payment, the “2022 Earnout Payment”). The Company believes that the Seller Members are not entitled to any portion of the 2022 Earnout Payment under the terms of the MIPA and that the Seller Members’ claims in their lawsuit are meritless. The Company continues to vigorously defend against the lawsuit and has filed counterclaims against the Seller Members, alleging, among other things, negligent misrepresentation, conversion, breach of fiduciary duties and breach of contract and seeking compensatory damages and other remedies as a result of wrongdoing by the Seller Members. On October 17, 2023, the SDNY denied, in full, the Seller Members’ motion for a preliminary injunction to remove the restrictive legends on certain shares of Class A Common Stock previously issued to the Seller Members. At this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on its business, financial condition, results of operations or cash flows. On July 27, 2023, MassMutual Ventures US II LLC, Canaan X L.P., Canaan XI L.P., F-Prime Capital Partners Tech Fund LP and GreatPoint Ventures Innovation Fund II, L.P., each of which are former equityholders of Even Financial Inc. and former holders of the Company’s Series A Preferred Stock (collectively, the “Former Preferred Stockholders”), brought a civil action in the SDNY against MoneyLion Inc., its Board of Directors and certain officers seeking declaratory relief and related damages. The Former Preferred Stockholders allege that the 1-for- 30 Reverse Stock Split of the Class A Common Stock effected on April 24, 2023 was undertaken in a manner designed to trigger the Automatic Conversion Event pursuant to which all outstanding shares of Series A Preferred Stock automatically converted into certain shares of Class A Common Stock following the close of trading on the NYSE on May 26, 2023. The Former Preferred Stockholders further allege that the Definitive Proxy Statement the Company filed with the SEC on March 31, 2023 relating to the Special Meeting of Stockholders to approve the Reverse Stock Split proposal contained false and/or misleading statements and material omissions, and that the Company improperly failed to obtain the separate vote of the holders of the Series A Preferred Stock to approve the Reverse Stock Split. In connection therewith, the Former Preferred Stockholders assert claims against all defendants under Section 14(a) of the Securities Exchange Act of 1934 and for breach of the Certificate of Designations governing the Series A Preferred Stock, and a claim against the individual defendants for breach of fiduciary duty. The Company believes that the Former Preferred Stockholders’ claims are meritless, and on November 6, 2023, the Company filed a motion to dismiss the lawsuit in its entirety. The Company intends to vigorously defend against the lawsuit. Nevertheless, at this time, the Company cannot predict or determine the timing or final outcome of this matter or the effect that any adverse determinations in the lawsuit may have on its business, financial condition, results of operations or cash flows. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Mergers and Acquisitions [Abstract] | |
MERGERS AND ACQUISITIONS | 15. MERGERS AND ACQUISITIONS Engine— On February 17, 2022, the Company completed the acquisition of all voting interest in Even Financial Inc., which was subsequently renamed to Engine, 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. Engine 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 1,100 Enterprise Partners in MoneyLion's network who integrate MoneyLion's software platform onto their properties, MoneyLion enables robust distribution capabilities and 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 Engine 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 Engine 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 196,728 options to acquire Class A Common Stock, of which the vested portion at the acquisition date was valued at $ 8,960 . In addition, certain recipients of options to acquire shares of the Company’s Class A common stock were entitled to receive dividend equivalents in lieu of receiving Series A Preferred Stock, subject to certain conditions (the “Preferred Stock Equivalents”). 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. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 17, 2022, governing the Engine Acquisition, the equityholders and advisors of Even Financial Inc. were 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 Engine’s business during the 13-month period commencing January 1, 2022 (the “Earnout”). On May 22, 2023, in connection with Engine's partial achievement of the Earnout, the Company issued 4,354,092 shares of Series A Preferred Stock and, in lieu of fractional shares and with respect to recipients otherwise ineligible to receive shares, approximately $ 459 in cash to the former equityholders and advisors of Even Financial Inc., as described further below. 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 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 Engine 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 following table presents the changes in the liability related to the Earnout and Preferred Stock Equivalents: Preferred Stock Earnout Equivalents Balance as of December 31, 2022 $ 6,946 $ 1,997 Change in fair value of contingent consideration ( 5,047 ) ( 1,386 ) Settlement of contingent consideration ( 1,899 ) ( 611 ) Balance as of December 31, 2023 $ — $ — 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 Engine. 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 % In May 2023, the Earnout was settled through the issuance of 4,354,092 shares of Series A Preferred Stock, with cash paid in lieu of any fractional shares of Series A Preferred Stock. Cash payments relating to the settlement of the Earnout were $ 459 . In June 2023, the Preferred Stock Equivalents were settled through the issuance of 23,453 shares of Class A Common Stock, with cash paid in lieu of any fractional shares of Class A Common Stock. Cash payments relating to the settlement of the Preferred Stock Equivalents were $ 307 . Upon the Automatic Conversion Event, the MoneyLion Inc. Preferred Share Dividend Replacement Program governing the Preferred Stock Equivalents immediately and automatically terminated in accordance with its terms, following which all Preferred Stock Equivalents were forfeited. The Company’s pro forma revenue and net loss for the twelve months ended December 31, 2022 below have been prepared as if Even Financial Inc. had been purchased on January 1, 2022. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense. Twelve Months Ended December 31, 2022 (unaudited) Revenue $ 349,844 Net loss $ ( 193,495 ) The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the Engine Acquisition had been completed at January 1, 2022. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. 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 brand content services to clients in MoneyLion's Enterprise business. The unsettled restricted shares payable relating to the MALKA Acquisition earnout and the related make-whole were valued at $ 2,444 as of December 31, 2022 and were settled during the first quarter of 2023. The $ 180 and $ 4,867 decline in fair value for the twelve months ended December 31, 2023 and 2022, respectively, were included on the consolidated statements 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 based on the Class A Common Stock price per share as of December 31, 2022. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 16. 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”). 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. A significant stockholder has an indirect financial interest in LeadGen. For the year ended December 31, 2023 and 2022, MoneyLion incurred expenses of $ 547 and $ 12,377 , respectively, to LeadGen and earned $ 6,749 and $ 15,709 of revenue under the Marketing Consulting Agreement. As of December 31, 2023 and 2022 , the net receivable owed to the Company from LeadGen was $ 1,088 and $ 867 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 7, 2024, 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: On February 20, 2024, the Company entered into an approximately six year sublease which secured an additional 35,384 square feet of rental space in New York, New York. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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. |
Variable Interest Entities | Variable Interest Entities — The Company’s primary source of funding for originated receivables is 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 7, “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Revenue Recognition and Related Receivables | Revenue Recognition and Related Receivables— The following table summarizes revenue by type for the twelve months ended December 31, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 Consumer revenues Service and subscription fees $ 272,897 $ 208,829 Net interest income on finance receivables 12,193 10,147 Total consumer revenues 285,090 218,976 Enterprise service revenues 138,341 121,769 Total revenue, net $ 423,431 $ 340,745 |
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 secured personal Credit Builder Loan, 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 past the scheduled repayment 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 Product Partners. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized offers and matches the demand and supply of financial and non-financial products and 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 lead generation 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 current expected credit losses 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 Instacash advances and related fee receivables in the month in which the account becomes 90 days past due effective January 1, 2023 and 60 days past due prior to January 1, 2023. 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 for current expected credit losses 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. 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. Since the CODM reviews financial information on a consolidated basis for purposes of allocating resources and in assessing performance, 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 of Financial Instruments | 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 had no assets measured at fair value on a recurring or non-recurring basis as of December 31, 2023 and December 31, 2022 except for goodwill, which was valued using Level 3 inputs, as described in Note 2, “Summary of Significant Accounting Policies.” Liabilities measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 are the Private Placement Warrants (as defined herein) and contingent consideration related to mergers and acquisitions, which are further described in Note 12, “Stock Warrants,” and Note 15, “Mergers and Acquisitions,” respectively. The Company had no liabilities measured at fair value on a non-recurring basis as of December 31, 2023 and December 31, 2022 . There have been no transfers between levels during the twelve months ended December 31, 2023 and December 31, 2022. 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, net, 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 and that the fair value of these financial instruments would be based on Level 1 fair value measurements. The carrying value of the secured loans approximates their fair value based on the relatively short duration these instruments have been outstanding and the secured loans' variable interest rate based on market rates. The carrying value of other debt approximates its fair value based on the relatively short duration these instruments have been outstanding and availability of alternative financing sources at similar interest rates with the same terms. The fair value of secured loans and other debt would be based on Level 2 fair value measurements. |
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 were 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 did 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, Earnout Shares, as defined in Note 13, “Net Loss Per Share,” and warrants to purchase common stock were considered common shares equivalents but were 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, 2023 and 2022 . |
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 performed goodwill impairment testing annually on the last day of the fiscal year or more frequently if indicators of potential impairment existed until goodwill was fully impaired as described below. A potential impairment indicator was identified on each of June 30, 2022, September 30, 2022, December 31, 2022 and June 30, 2023 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, December 31, 2022 and June 30, 2023. 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 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 Preferred Stock, primarily based on the Class A Common Stock price per share. The calculation of fair value also included 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 represented 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 are 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 the reporting unit in the Company's December 31, 2022 impairment analysis was 30.5 %, and the Company 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 included an estimated control premium based on consultation between the Company's management and third-party valuation specialists. The June 30, 2023 assessment indicated that the carrying value of the reporting unit exceeded the reporting unit's fair value, resulting in a goodwill impairment loss of $ 26,721 , which in turn resulted in a full impairment of goodwill. Determining the fair value of the reporting unit required the use of estimates and the exercise of significant judgment, which are inherently subjective in nature. For quantitative goodwill impairment testing, the fair value of the reporting unit was calculated by valuing the Class A Common Stock based on the Class A Common Stock price per share. The calculation of fair value also included 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 five 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, 2023 and 2022 . |
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. |
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 Engine Acquisition did 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 Engine earnout provision were recorded as a liability and any change in fair value was recognized in the Company's statements of operations. The fair value of the MALKA and Engine 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 Engine 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 years Furniture and fixtures 5 years Computers and equipment 2 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 no t have a material impact on the Company's financial statements or the related notes. The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which, along with subsequent related 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 operations as the amounts expected to be collected change. The Company adopted ASU 2016-13 and the related subsequent ASUs effective January 1, 2023 , and applied the changes prospectively, recognizing a cumulative-effect adjustment to the beginning balance of retained earnings as of the adoption date. Upon adoption, the Company increased consumer receivables, net by $ 692 , decreased enterprise receivables, net by $ 187 and reduced accumulated deficit by $ 505 . The adoption of the new guidance did no t impact the Company’s consolidated statements of operations or cash flows. |
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 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, 2023 . As such, the Company currently does not intend to elect the optional expedients and exceptions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition and related receivables | Twelve Months Ended December 31, 2023 2022 Consumer revenues Service and subscription fees $ 272,897 $ 208,829 Net interest income on finance receivables 12,193 10,147 Total consumer revenues 285,090 218,976 Enterprise service revenues 138,341 121,769 Total revenue, net $ 423,431 $ 340,745 |
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 years Furniture and fixtures 5 years Computers and equipment 2 years |
Consumer Receivables (Tables)
Consumer Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of consumer receivables | Consumer receivables consisted of the following: December 31, December 31, 2023 2022 Loan receivables $ 66,815 $ 73,451 Instacash receivables 120,336 77,688 Finance receivables 187,151 151,139 Fees receivable 16,137 14,019 Subscription receivables 3,491 3,419 Deferred loan origination costs 86 331 Accrued interest receivable 1,302 1,068 Consumer receivables, before allowance for credit losses $ 208,167 $ 169,976 |
Schedule of changes in the allowance for losses on consumer receivables | Changes in the allowance for losses on loan receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 5,784 $ 6,494 Provision for credit losses on receivables 9,451 12,504 Loan receivables charged off ( 13,765 ) ( 19,647 ) Recoveries 4,291 6,429 Ending balance $ 5,761 $ 5,780 Changes in allowance for losses on Instacash receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 23,240 $ 15,131 Provision for credit losses on receivables 66,878 73,765 Instacash receivables charged off ( 84,016 ) ( 97,264 ) Recoveries 19,890 26,316 Ending balance $ 25,992 $ 17,948 Changes in allowance for losses on fees receivable were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 908 $ 420 Provision for credit losses on receivables 12,988 8,253 Fees receivable charged off ( 13,898 ) ( 11,221 ) Recoveries 2,554 3,251 Ending balance $ 2,552 $ 703 Changes in allowance for losses on subscription receivables were as follows: Twelve Months Ended December 31, 2023 2022 Beginning balance $ 1,292 $ 278 Provision for credit losses on receivables 4,101 5,231 Subscription receivables charged off ( 5,538 ) ( 5,766 ) Recoveries 1,169 667 Ending balance $ 1,024 $ 410 |
Schedule of assessment of the repayment performance of loans | The following is an assessment of the repayment performance of loan receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the loan receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 58,980 88.2 % $ 63,578 86.6 % Delinquency: 31 to 60 days 4,451 6.7 % 5,579 7.6 % 61 to 90 days 3,384 5.1 % 4,294 5.8 % Total delinquency 7,835 11.8 % 9,873 13.4 % Loan receivables before allowance for credit losses $ 66,815 100.0 % $ 73,451 100.0 % Loan receivables that are 61 to 90 days contractually past due are placed on non-accrual status. The following is an assessment of the repayment performance of Instacash receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the Instacash receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 104,541 86.9 % $ 70,003 90.1 % Delinquency: 31 to 60 days 8,829 7.3 % 7,685 9.9 % 61 to 90 days 6,966 5.8 % — 0.0 % Total delinquency 15,795 13.1 % 7,685 9.9 % Instacash receivables before allowance for credit losses $ 120,336 100.0 % $ 77,688 100.0 % The following is an assessment of the repayment performance of fees receivable as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the fees receivable portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 13,971 86.6 % $ 10,645 75.9 % Delinquency: 31 to 60 days 1,197 7.4 % 3,374 24.1 % 61 to 90 days 969 6.0 % — 0.0 % Total delinquency 2,166 13.4 % 3,374 24.1 % Fees receivable before allowance for credit losses $ 16,137 100.0 % $ 14,019 100.0 % The following is an assessment of the repayment performance of subscription receivables as of December 31, 2023 and December 31, 2022 and presents the contractual delinquency of the subscription receivables portfolio: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Current $ 2,786 79.8 % $ 2,487 72.8 % Delinquency: 31 to 60 days 407 11.7 % 534 15.6 % 61 to 90 days 298 8.5 % 398 11.6 % Total delinquency 705 20.2 % 932 27.2 % Subscription receivables before allowance for credit losses $ 3,491 100.0 % $ 3,419 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following: December 31, December 31, 2023 2022 Leasehold improvements $ 1,932 $ 1,970 Furniture and fixtures 361 853 Computers and equipment 2,551 2,298 4,844 5,121 Less: accumulated depreciation ( 2,980 ) ( 2,145 ) Property and equipment, net $ 1,864 $ 2,976 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | Changes in goodwill were as follows: Goodwill Before Impairment Cumulative Goodwill Impairments Goodwill Balance at December 31, 2022 $ 163,360 $ ( 136,760 ) $ 26,600 Goodwill impairment loss — ( 26,721 ) $ ( 26,721 ) Other 121 — 121 Balance at December 31, 2023 $ 163,481 $ ( 163,481 ) $ — |
Schedule of Intangible assets | Intangible assets consisted of the following: December 31, December 31, Useful Life 2023 2022 Proprietary technology and capitalized internal-use software 3 - 7 years $ 43,105 $ 41,495 Work in process 1,695 1,812 Customer relationships 10 - 15 years 160,500 160,500 Trade names 9 - 15 years 15,960 16,620 Less: accumulated amortization ( 44,719 ) ( 26,180 ) Intangible assets, net $ 176,541 $ 194,247 |
Schedule of amortization expense of intangible assets | The following table summarizes estimated future amortization expense of intangible assets placed in service at December 31, 2023 for the years ending: 2024 $ 23,856 2025 23,856 2026 23,856 2027 23,284 2028 20,975 Thereafter 59,019 $ 174,846 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
Schedule of other assets consisted | Other assets consisted of the following: December 31, December 31, 2023 2022 Receivable from payment processors $ 37,362 $ 32,881 Prepaid expenses 5,987 8,804 Operating lease right-of-use assets 6,159 9,123 Other 4,051 3,850 Total other assets $ 53,559 $ 54,658 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The Company’s debt as of December 31, 2023 and 2022 is presented below: December 31, December 31, 2023 2022 Monroe Term Loans $ 65,000 $ 90,000 Unamortized discounts and debt issuance costs ( 666 ) ( 1,383 ) Total secured loans, net $ 64,334 $ 88,617 ROAR 1 SPV Credit Facility $ 64,500 $ 83,000 ROAR 2 SPV Credit Facility 62,500 63,000 Unamortized discounts and debt issuance costs ( 1,581 ) ( 2,606 ) Total other debt, net $ 125,419 $ 143,394 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Federal statutory rate $ ( 9,800 ) 21.00 % $ ( 46,515 ) 21.00 % Effect of: State taxes, net of federal tax benefit ( 1,799 ) 3.85 % ( 3,962 ) 1.79 % Deferred rate change 552 ( 1.18 )% ( 847 ) 0.38 % Change in fair value of warrant liability 99 ( 0.21 )% ( 1,664 ) 0.75 % Return to provision ( 2,313 ) 4.95 % 396 ( 0.18 )% Goodwill impairment 25 ( 0.05 )% 28,720 ( 12.97 )% Other permanent differences 708 ( 1.52 )% ( 4,972 ) 2.24 % Other 41 ( 0.08 )% 1,411 ( 0.63 )% Release of valuation allowance — — % ( 26,020 ) 11.75 % Change in valuation allowance 11,411 ( 24.45 )% 27,819 ( 12.56 )% Total $ ( 1,076 ) 2.31 % $ ( 25,634 ) 11.57 % |
Schedule of income tax benefit | The income tax benefit is as follows: Years Ended 2023 2022 Current: Federal $ — $ — State and local 672 185 Non-U.S. 343 201 1,015 386 Deferred taxes: Federal ( 2,091 ) ( 20,930 ) State and local — ( 5,090 ) Non-U.S. — — ( 2,091 ) ( 26,020 ) Income tax benefit $ ( 1,076 ) $ ( 25,634 ) |
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, 2023 2022 Net operating loss carryforwards $ 104,072 $ 112,952 Allowance for losses on finance receivables 9,085 6,576 Research and development credit 1,246 1,246 Stock compensation 2,489 1,235 Interest expense deduction limitation 2,917 — Operating lease liability 1,795 — Legal reserve 70 454 Contingent liability 1,276 — Other 375 718 Total deferred tax assets, gross 123,325 123,181 Less: valuation allowance ( 96,363 ) ( 84,952 ) Total deferred tax assets, net 26,962 38,229 Depreciation and amortization ( 26,145 ) ( 41,169 ) Operating lease right-of-use assets ( 1,580 ) — Other ( 199 ) ( 114 ) Total deferred tax liabilities ( 27,924 ) ( 41,283 ) Total deferred tax liabilities, net $ ( 962 ) $ ( 3,054 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 are as follows: Twelve Months Ended December 31, 2022 Expected Volatility 81 % Expected Dividend — Expected Term in Years 5.00 Expected Forfeitures 0 % Risk Free Interest Rate 0.99 % |
Schedule of represents activity within the 2021 Plan | The following table represents option activity since December 31, 2021: Weighted Weighted Average Average Exercise Remaining Aggregate Number Price Per Contractual Intrinsic of Options (1) Option (1) Term Value Options outstanding at December 31, 2021 1,248,618 $ 24.00 7.6 Years $ 121,108 Options granted 196,728 28.30 Options exercised ( 232,042 ) 13.80 $ 5,782 Options forfeited ( 100,962 ) 33.00 Options expired ( 15,844 ) 47.70 Options outstanding at December 31, 2022 1,096,498 $ 25.66 6.6 Years $ 5,234 Options exercised ( 151,278 ) 35.93 $ 1,878 Options forfeited ( 84,054 ) 39.35 Options expired ( 16,132 ) 25.94 Options outstanding at December 31, 2023 845,034 $ 26.83 5.6 Years $ 32,628 Exercisable at December 31, 2023 751,981 23.52 5.6 Years $ 31,108 Unvested at December 31, 2023 93,053 $ 53.58 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. 132,122 |
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 (1) Per Unit (1) Units (1) Per Unit (1) Units (1) Per Unit (1) Units outstanding at December 31, 2021 — $ — — $ — 20,908 $ 179.00 Units granted 334,001 26.10 89,064 59.00 714,704 53.00 Units forfeited — — — — ( 70,788 ) 57.00 Units vested — — ( 1,493 ) 33.00 ( 80,905 ) 83.00 Units outstanding at December 31, 2022 334,001 $ 26.10 87,571 $ 59.00 583,919 $ 52.51 Units granted 300,000 9.73 173,599 17.03 713,113 20.90 Units forfeited ( 308,614 ) 22.62 ( 25,336 ) 70.56 ( 130,939 ) 39.77 Units vested ( 26,493 ) 15.99 ( 41,942 ) 48.79 ( 343,359 ) 42.57 Units outstanding at December 31, 2023 298,894 $ 14.16 193,892 $ 22.12 822,734 $ 31.58 (1) Prior period results have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
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, 2023 are as follows: Twelve Months Ended December 31, 2023 2022 Expected Volatility 83 % 53 % - 80 % Expected Dividend — — Expected Term in Years 3.00 3.30 - 4.00 Risk Free Interest Rate 4.72 % 2.10 % - 4.50 % |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Strike price (1) $ 345.00 Expected Volatility 79 % Expected Dividend - Class A Common Stock — Expected Term in Years 3.73 Risk Free Interest Rate 4.14 % Warrant Value Per Share (1) $ 18.60 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Schedule of changes in fair value of the warrants | The following table presents the changes in the fair value of the Private Placement Warrants: Private Placement Warrants Warrants payable balance, December 31, 2022 $ 337 Mark-to-market adjustment 473 Warrants payable balance, December 31, 2023 $ 810 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2024 $ 3,101 2025 2,418 2026 1,127 2027 904 2028 768 Thereafter - Total lease payments 8,318 Less: imputed interest 1,329 Lease liabilities $ 6,989 Weighted-average remaining lease term (years) 3.3 Weighted-average discount rate 11.4 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 Numerator: Net loss $ ( 45,245 ) $ ( 189,066 ) Reversal of previously accrued / (accrued) dividends on preferred stock 690 ( 6,880 ) Net loss attributable to common shareholders $ ( 44,555 ) $ ( 195,946 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 9,614,309 8,056,529 Net loss per share attributable to common stockholders - basic and diluted (1) $ ( 4.63 ) $ ( 24.32 ) (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Schedule of potentially issuable common shares | The Company excluded the following potentially issuable shares of Class A Common Stock 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, 2023 and 2022: December 31, 2023 2022 Conversion of convertible preferred stock (1) — 855,186 Warrants to purchase common stock (1) 853,330 853,330 PSUs, RSUs and options to purchase common stock (1) 2,160,554 2,115,517 Right to receive Earnout Shares (1) 583,333 583,333 Total common stock equivalents 3,597,217 4,407,366 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 |
Schedule of changes in the liability related to the Earnout and Preferred Stock Equivalents | The following table presents the changes in the liability related to the Earnout and Preferred Stock Equivalents: Preferred Stock Earnout Equivalents Balance as of December 31, 2022 $ 6,946 $ 1,997 Change in fair value of contingent consideration ( 5,047 ) ( 1,386 ) Settlement of contingent consideration ( 1,899 ) ( 611 ) Balance as of December 31, 2023 $ — $ — |
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 Strike price (1) $ 345.00 Expected Volatility 79 % Expected Dividend - Class A Common Stock — Expected Term in Years 3.73 Risk Free Interest Rate 4.14 % Warrant Value Per Share (1) $ 18.60 (1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
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 below have been prepared as if Even Financial Inc. had been purchased on January 1, 2022. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense. Twelve Months Ended December 31, 2022 (unaudited) Revenue $ 349,844 Net loss $ ( 193,495 ) |
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 % |
Description of Business and B_2
Description of Business and Basis Of Presentation (Details) | 12 Months Ended | ||
Apr. 24, 2023 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Reverse stock split ratio | 0.0333 | ||
Reverse stock split description | 1-for-30 | At the effective time of the Reverse Stock Split, every 30 shares of Class A Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Class A Common Stock, and the total number of shares of Class A Common Stock authorized for issuance was reduced by a corresponding proportion from 2,000,000,000 shares to 66,666,666 shares. | |
Reclassified to common stock description | every 30 shares of Class A Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Class A Common Stock | ||
Maximum [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Common stock, shares authorized | 2,000,000,000 | ||
Class A common stock [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Common Stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Reverse stock split ratio | 0.0333 | 0.0333 | 0.0333 |
Number of common shares issued and outstanding or held as treasury stock | 30 | ||
Common stock, shares authorized | 66,666,666 | 66,666,666 | |
Class A common stock [Member] | Maximum [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Common stock, shares authorized post reverse stock splits | 66,666,666 | ||
Series A Redeemable Convertible Preferred Stock [Member] | |||
Description of Business and Basis Of Presentation (Details) [Line Items] | |||
Convertible preferred stock, par value | $ / shares | $ 0.0001 | ||
Redeemable convertible preferred stock, shares authorized | 200,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 01, 2023 USD ($) | Jan. 01, 2022 USD ($) | |
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 | 6,159,000 | 9,123,000 | ||
Lease liabilities | $ 6,989,000 | |||
Exceeds aggregate principal amount percentage | 90% | |||
Goodwill impairment loss | $ 26,721,000 | 136,760,000 | ||
Consumer receivables, net | 172,838,000 | 145,135,000 | ||
Enterprise receivables, net | (15,978,000) | (19,017,000) | ||
Accumulated deficit | (702,719,000) | (657,979,000) | ||
Increase in consumer receivables | 208,167,000 | 169,976,000 | ||
Increase in the allowance for credit losses on consumer receivables | 35,329,000 | 24,841,000 | ||
Decrease in enterprise receivables | $ (2,853,000) | 3,152,000 | ||
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 | |||
ASU 2019-12 | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU 2016-13 | ||||
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, 2023 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU 2016-13 | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Consumer receivables, net | $ 692,000 | |||
Enterprise receivables, net | 187,000 | |||
Accumulated deficit | $ 505,000 | |||
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 | ||
Long-term Growth Rate [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Alternative investment, measurement input | 0.03 | |||
Discount Rate [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Alternative investment, measurement input | 0.305 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of revenue recognition and related receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consumer revenues | ||
Service and subscription fees | $ 272,897 | $ 208,829 |
Net interest income on finance receivables | 12,193 | 10,147 |
Total consumer revenues | 285,090 | 218,976 |
Enterprise service revenues | 138,341 | 121,769 |
Total revenue, net | $ 423,431 | $ 340,745 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of the estimated useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | 5 years |
Furniture and fixtures | 5 years |
Computers and equipment | 2 years |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Feb. 17, 2022 USD ($) |
Business Combination (Details) [Line Items] | |
Transaction costs | $ 2,868 |
Consumer Receivables (Details)
Consumer Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contracts Receivable [Abstract] | ||
Net charge-offs of accrued interest income | $ 1,470 | $ 2,058 |
Consumer Receivables - Schedule
Consumer Receivables - Schedule of consumer receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of consumer receivables [Abstract] | ||
Loan receivables | $ 66,815 | $ 73,451 |
Instacash receivables | 120,336 | 77,688 |
Financing receivables | 187,151 | 151,139 |
Fees receivable | 16,137 | 14,019 |
Subscription receivables | 3,491 | 3,419 |
Deferred loan origination costs | 86 | 331 |
Accrued interest receivable | 1,302 | 1,068 |
Consumer receivables, before allowance for credit losses | $ 208,167 | $ 169,976 |
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, 2023 | Dec. 31, 2022 | |
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | $ 1,292 | |
Provision for credit losses on receivables | 93,418 | $ 99,753 |
Ending balance | 1,292 | |
Losses on Loan Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 5,784 | |
Beginning balance | 5,780 | 6,494 |
Provision for credit losses on receivables | 9,451 | 12,504 |
Receivables charged off | (13,765) | (19,647) |
Recoveries | 4,291 | 6,429 |
Ending balance | 5,780 | |
Ending balance | 5,761 | 5,784 |
Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 23,240 | |
Beginning balance | 17,948 | 15,131 |
Provision for credit losses on receivables | 66,878 | 73,765 |
Receivables charged off | (84,016) | (97,264) |
Recoveries | 19,890 | 26,316 |
Ending balance | 17,948 | |
Ending balance | 25,992 | 23,240 |
Losses on Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 908 | |
Beginning balance | 703 | 420 |
Provision for credit losses on receivables | 12,988 | 8,253 |
Receivables charged off | (13,898) | (11,221) |
Recoveries | 2,554 | 3,251 |
Ending balance | 703 | |
Ending balance | 2,552 | 908 |
Losses on Subscription Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 410 | 278 |
Provision for credit losses on receivables | 4,101 | 5,231 |
Receivables charged off | (5,538) | (5,766) |
Recoveries | 1,169 | 667 |
Ending balance | $ 1,024 | $ 410 |
Consumer Receivables - Schedu_3
Consumer Receivables - Schedule of assessment of the repayment performance of loans (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 66,815 | $ 73,451 |
Finance receivables before allowance for credit losses, Percent | 100% | 100% |
Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 120,336 | $ 77,688 |
Finance receivables before allowance for credit losses, Percent | 100% | 100% |
Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 16,137 | $ 14,019 |
Finance receivables before allowance for credit losses, Percent | 100% | 100% |
Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 3,491 | $ 3,419 |
Finance receivables before allowance for credit losses, Percent | 100% | 100% |
Current [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 58,980 | $ 63,578 |
Current, Percent | 88.20% | 86.60% |
Current [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 104,541 | $ 70,003 |
Current, Percent | 86.90% | 90.10% |
Current [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 13,971 | $ 10,645 |
Current, Percent | 86.60% | 75.90% |
Current [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 2,786 | $ 2,487 |
Current, Percent | 79.80% | 72.80% |
31 to 60 days [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 4,451 | $ 5,579 |
Delinquency, Percent | 6.70% | 7.60% |
31 to 60 days [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 8,829 | $ 7,685 |
Delinquency, Percent | 7.30% | 9.90% |
31 to 60 days [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 1,197 | $ 3,374 |
Delinquency, Percent | 7.40% | 24.10% |
31 to 60 days [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 407 | $ 534 |
Delinquency, Percent | 11.70% | 15.60% |
61 to 90 days [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 3,384 | $ 4,294 |
Delinquency, Percent | 5.10% | 5.80% |
61 to 90 days [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 6,966 | $ 0 |
Delinquency, Percent | 5.80% | 0% |
61 to 90 days [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 969 | $ 0 |
Delinquency, Percent | 6% | 0% |
61 to 90 days [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 298 | $ 398 |
Delinquency, Percent | 8.50% | 11.60% |
Total Delinquency [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 7,835 | $ 9,873 |
Delinquency, Percent | 11.80% | 13.40% |
Total Delinquency [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 15,795 | $ 7,685 |
Delinquency, Percent | 13.10% | 9.90% |
Total Delinquency [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 2,166 | $ 3,374 |
Delinquency, Percent | 13.40% | 24.10% |
Total Delinquency [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Finance receivables before allowance for credit losses, Amount | $ 705 | $ 932 |
Delinquency, Percent | 20.20% | 27.20% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,293 | $ 1,235 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,844 | $ 5,121 |
Less: accumulated depreciation | (2,980) | (2,145) |
Property and equipment, net | 1,864 | 2,976 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,932 | 1,970 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 361 | 853 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,551 | $ 2,298 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 26,600 | |
Costs capitalized in connection with internally developed software | $ 5,626 | 6,984 |
Amortization expense | $ 23,533 | $ 20,438 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of changes in goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill Before Impairment, Beginning Balance | $ 163,360 | |
Goodwill Before Impairment, Other | 121 | |
Goodwill Before Impairment, Ending Balance | 163,481 | $ 163,360 |
Cumulative Goodwill Impairments, Beginning Balance | (136,760) | |
Cumulative Goodwill Impairments, Goodwill Impairment Loss | (26,721) | |
Cumulative Goodwill Impairments, Ending Balance | (163,481) | (136,760) |
Goodwill, Beginning Balance | 26,600 | |
Goodwill impairment loss | (26,721) | (136,760) |
Other | $ 121 | |
Goodwill, Ending Balance | $ 26,600 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software | $ 43,105 | $ 41,495 |
Work in process | 1,695 | 1,812 |
Customer relationships | 160,500 | 160,500 |
Trade names | 15,960 | 16,620 |
Less: accumulated amortization | (44,719) | (26,180) |
Intangible assets, net | $ 176,541 | $ 194,247 |
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 | 9 years | |
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 - Schedule _3
Intangible Assets - Schedule of amortization expense of intangible assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2024 | $ 23,856 |
2025 | 23,856 |
2026 | 23,856 |
2027 | 23,284 |
2028 | 20,975 |
Thereafter | 59,019 |
Total | $ 174,846 |
Other Assets - Schedule of othe
Other Assets - Schedule of other assets consisted (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of other assets consisted [Abstract] | ||
Receivable from payment processors | $ 37,362 | $ 32,881 |
Prepaid expenses | 5,987 | 8,804 |
Operating lease right-of-use assets | $ 6,159 | $ 9,123 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | Total other assets |
Other | $ 4,051 | $ 3,850 |
Total other assets | $ 53,559 | $ 54,658 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entities [Abstract] | |
Exceeds aggregate principal amount percentage | 90% |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized discounts and debt issuance costs | $ (666) | $ (1,383) |
Total secured loans, net | 64,334 | 88,617 |
Unamortized discounts and debt issuance costs | (1,581) | (2,606) |
Total other debt, net | 125,419 | 143,394 |
ROAR 1 SPV Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total other debt, net | 64,500 | 83,000 |
ROAR 2 SPV Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total other debt, net | 62,500 | 63,000 |
Monroe Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total secured loans, net | $ 65,000 | $ 90,000 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Oct. 15, 2023 | Jul. 15, 2023 | May 01, 2023 | Aug. 27, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2021 | Jan. 01, 2022 | Oct. 01, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Credit facility outstanding amount | $ 24,000,000 | |||||||||||
Maturity date | May 01, 2023 | |||||||||||
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 bore interest at the greater of (i) Wall Street Journal Prime Rate plus 2.25% and (ii) 6.50%, and had a maturity date of May 1, 2022. The term loan bore interest at the greater of (i) Wall Street Journal Prime Rate plus 3.25% and (ii) 7.50%. Interest only on the term loan was payable until September 1, 2021, and thereafter outstanding principal was payable in thirty-nine equal installments through the facility maturity date of May 1, 2024. | |||||||||||
Borrowings under the agreement | $ 70,000,000 | |||||||||||
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 interest rate as of December 31, 2023 on the Term A-1 Loans was 14.64%. The Term A-2 Loans bore 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%. Pursuant to Amendment No. 2, the Term A-2 Loans, which originally matured on May 1, 2023, was repaid in full during the year ended December 31, 2023 | |||||||||||
Federal fund rate percentage | 0.50% | |||||||||||
Equity and debt offerings percentage | 100% | |||||||||||
Net cash proceeds percentage | 100% | |||||||||||
Debt maturities principal, year two | $ 127,000,000 | |||||||||||
Debt maturities principal, year three | $ 65,000,000 | |||||||||||
Monroe Term Loan [Member] | Term A-1 Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Mar. 24, 2026 | |||||||||||
Borrowings under the agreement | $ 70,000,000 | |||||||||||
Debt instrument, stated percentage | 14.64% | |||||||||||
Prepayment of outstanding principal balance | $ 5,000,000 | |||||||||||
Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt Instrument [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% | |||||||||||
Payment of outstanding principal balance | $ 10,000,000 | $ 5,000,000 | ||||||||||
Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt Instrument [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% | |||||||||||
ROAR 1 SPV Finance LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement | $ 100,000,000 | $ 730,000 | $ 135,000,000 | |||||||||
Maturity date | 2025-03 | |||||||||||
Maximum borrowings under the agreement | $ 200,000,000 | |||||||||||
Bears interest rate | 12.50% | |||||||||||
ROAR 2 SPV Finance LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement | $ 125,000,000 | $ 75,000,000 | ||||||||||
Maturity date | 2025-12 | |||||||||||
Maximum borrowings under the agreement | $ 300,000,000 | |||||||||||
Bears interest rate | 12.50% | |||||||||||
Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extraordinary cash receipts percentage | 0% | |||||||||||
Principal amount percentage | 0% | |||||||||||
Minimum [Member] | Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, stated percentage | 12% | |||||||||||
Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extraordinary cash receipts percentage | 50% | |||||||||||
Principal amount percentage | 3% | |||||||||||
Maximum [Member] | Monroe Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Incremental commitments amount | $ 60,000,000 | |||||||||||
Prime Rate [Member] | Monroe Term Loan [Member] | Term A-2 Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5.75% | |||||||||||
Prime Rate [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, stated percentage | 2% | |||||||||||
One-month SOFR [Member] | Monroe Term Loan [Member] | Term B Loans [Member] | ||||||||||||
Debt Instrument [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 Instrument [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 Instrument [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 Instrument [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 Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 9.25% | |||||||||||
Second Lien Loan [Member] | ||||||||||||
Debt Instrument [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 Instrument [Line Items] | ||||||||||||
Bank for loan facility | $ 25,000,000 | |||||||||||
First Lien Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | May 01, 2022 | |||||||||||
Debt instrument, stated percentage | 6.50% | |||||||||||
First Lien Loan [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||
First Lien Loan [Member] | Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | May 01, 2024 | |||||||||||
Debt instrument, stated percentage | 7.50% | |||||||||||
First Lien Loan [Member] | Term Loan [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.25% |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 28, 2023 ft² | |
Leases [Abstract] | |||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Square feet of rental space | ft² | 12,765 | ||
Impairment charges | $ 377 | ||
Net rental income | $ 277 | ||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | ||
Lease expenses related to long-term leases | $ 3,542 | $ 2,936 |
Leases - Schedule of long-term
Leases - Schedule of long-term operating lease liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 3,101 |
2025 | 2,418 |
2026 | 1,127 |
2027 | 904 |
2028 | 768 |
Total lease payments | 8,318 |
Less: imputed interest | 1,329 |
Lease liabilities | $ 6,989 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Weighted-average remaining lease term (years) | 3 years 3 months 18 days |
Weighted-average discount rate | 11.40% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Feb. 17, 2022 | |
Income Taxes (Details) [Line Items] | |||
Federal statutory income tax rate | 21% | 21% | |
Valuation allowance | $ 96,363 | $ 84,952 | |
Change in the valuation allowance | 11,411 | (1,799) | |
Operating loss carryforwards | 714,300 | $ 786,600 | |
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 2025. | ||
U.S. Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating losses | $ 390,109 |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of the federal statutory income tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of reconciliation of the federal statutory income tax rate [Abstract] | ||
Federal statutory rate | $ (9,800) | $ (46,515) |
Federal statutory rate, percentage | 21% | 21% |
Effect of: | ||
State taxes, net of federal tax benefit | $ (1,799) | $ (3,962) |
State taxes, net of federal tax benefit, percentage | 3.85% | 1.79% |
Deferred rate change | $ 552 | $ (847) |
Deferred rate change, percentage | (1.18%) | 0.38% |
Change in fair value of warrant liability | $ 99 | $ (1,664) |
Change in fair value of warrant liability, percentage | (0.21%) | 0.75% |
Return to provision | $ (2,313) | $ 396 |
Return to provision, percentage | 4.95% | (0.18%) |
Goodwill impairment | $ 25 | $ 28,720 |
Goodwill impairment, Percentage | (0.05%) | (12.97%) |
Other permanent differences | $ 708 | $ (4,972) |
Other permanent differences, percentage | (1.52%) | 2.24% |
Other | $ 41 | $ 1,411 |
Other, percentage | (0.08%) | (0.63%) |
Release of valuation allowance | $ 0 | $ (26,020) |
Release of valuation allowance, percentage | 0% | 11.75% |
Change in valuation allowance | $ 11,411 | $ 27,819 |
Change in valuation allowance, percentage | (24.45%) | (12.56%) |
Total, percentage | 2.31% | 11.57% |
Total | $ (1,076) | $ (25,634) |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 672 | 185 |
Non-U.S. | 343 | 201 |
Current Income Tax Expense (Benefit) | 1,015 | 386 |
Federal | (2,091) | (20,930) |
State and local | 0 | (5,090) |
Non-U.S. | 0 | 0 |
Deferred Income Tax Expense (Benefit), Total | (2,091) | (26,020) |
Income tax (benefit) expense | $ (1,076) | $ (25,634) |
Income Taxes - Schedule of net
Income Taxes - Schedule of net deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of net deferred tax assets and liabilities [Abstract] | ||
Net operating loss carryforwards | $ 104,072 | $ 112,952 |
Allowance for losses on finance receivables | 9,085 | 6,576 |
Research and development credit | 1,246 | 1,246 |
Stock compensation | 2,489 | 1,235 |
Interest expense deduction limitation | 2,917 | 0 |
Operating lease liability | 1,795 | 0 |
Legal reserve | 70 | 454 |
Contingent liability | 1,276 | 0 |
Other | 375 | 718 |
Total deferred tax assets, gross | 123,325 | 123,181 |
Less: valuation allowance | (96,363) | (84,952) |
Total deferred tax assets, net | 26,962 | 38,229 |
Depreciation and amortization | (26,145) | (41,169) |
Operating lease right-of-use assets | (1,580) | 0 |
Other | (199) | (114) |
Total deferred tax liabilities | (27,924) | (41,283) |
Total deferred tax liabilities, net | $ (962) | $ (3,054) |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
May 26, 2023 | Dec. 31, 2023 | May 22, 2023 | Dec. 31, 2022 | Feb. 17, 2022 | |
Class of Stock [Line Items] | |||||
Common stock voting rights | one | ||||
Conversion basis | Shares of Series A Preferred Stock were convertible into shares of Class A Common Stock on a one-for-thirty basis, subject to customary anti-dilution adjustments. | ||||
Cash paid to equityholders | $ 14,514 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Volume-weighted average price | $ 10 | $ 10 | |||
Redeemable convertible preferred stock (in Shares) | 1,012,293 | 229,605 | |||
Cash paid to equityholders | $ 3,000 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock liquidation preference per share | $ 10 | ||||
Redeemable convertible preferred stock, shares issued | 30,049,053 | 0 | 25,655,579 | ||
Redeemable convertible preferred stock, shares outstanding | 30,049,053 | 0 | 25,655,579 | ||
Redeemable convertible preferred stock (in Shares) | 4,354,092 | 28,164,811 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Stock-Based Compensation (Details) [Line Items] | |||
Percentage of total number of outstanding shares | 5% | ||
Stock compensation expense | $ 22,896 | $ 19,603 | |
Number of stock options granted | 0 | 196,728 | [1] |
Weighted average years | 1 year 1 month 6 days | ||
Options vested | 132,122 | ||
Aggregate intrinsic value (in Dollars) | $ 324 | ||
Cost related to unvested options (in Dollars per share) | $ 2,119 | ||
RSUs and PSUs | |||
Stock-Based Compensation (Details) [Line Items] | |||
Weighted average years | 1 year 8 months 12 days | ||
Cost related to unvested options (in Dollars per share) | $ 25,689 | ||
Incentive Plan [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Weighted average grant date fair value per share (in Dollars per share) | $ 2.1 | ||
Common Class A [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Common Stock, Shares, Issued | 10,444,627 | 8,619,678 | |
Common stock pursuant to awards issued | 3,115,327 | ||
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of weighted average grant date fair value of options granted (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Volatility | 81% | |
Expected Term in Years | 5 years | |
Expected Forfeitures | 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 | 83% | |
Expected Volatility, Minimum | 53% | |
Expected Volatility, Maximum | 80% | |
Expected Term in Years | 3 years | |
Risk Free Interest Rate | 4.72% | |
Risk Free Interest Rate, Minimum | 2.10% | |
Risk Free Interest Rate, Maximum | 4.50% | |
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 | |
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 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of represents option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of represents activity within the 2021 Plan [Abstract] | |||||
Number of Shares Options outstanding beginning | [1] | 1,096,498 | 1,248,618 | ||
Weighted Average Exercise Options Price Per Share outstanding beginning | [1] | $ 25.66 | $ 24 | ||
Aggregate Intrinsic Value Options outstanding beginning | $ 5,234 | $ 121,108 | |||
Number of Shares Options outstanding ending | [1] | 845,034 | 1,096,498 | 1,248,618 | |
Weighted Average Exercise Options Price Per Share outstanding ending | [1] | $ 26.83 | $ 25.66 | $ 24 | |
Weighted Average Remaining Contractual Term Options outstanding ending | 5 years 7 months 6 days | 6 years 7 months 6 days | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value Options outstanding ending | $ 32,628 | $ 5,234 | $ 121,108 | ||
Number of Shares Exercisable at December 31, 2023 | [1] | 751,981 | |||
Weighted Average Exercise Options Price Per Share Exercisable at December 31, 2023 | [1] | $ 23.52 | |||
Weighted Average Remaining Contractual Term Exercisable at December 31, 2023 | 5 years 7 months 6 days | ||||
Aggregate Intrinsic Value Exercisable at December 31, 2023 | $ 31,108 | ||||
Number of Shares Outstanding at December 31, 2023 | [1] | 93,053 | |||
Weighted Average Exercise Options Price Per Share Unvested at December 31, 2023 | [1] | $ 53.58 | |||
Number of Shares Options granted | 0 | 196,728 | [1] | ||
Weighted Average Exercise Options Price Per Share Options granted | [1] | $ 28.3 | |||
Number of Shares Options exercised | [1] | (151,278) | (232,042) | ||
Weighted Average Exercise Options Price Per Share Options exercised | [1] | $ 35.93 | $ 13.8 | ||
Aggregate Intrinsic Value Options exercised | $ 1,878 | $ 5,782 | |||
Number of Shares Options forfeited | [1] | (84,054) | (100,962) | ||
Weighted Average Exercise Options Price Per Share Options forfeited | [1] | $ 39.35 | $ 33 | ||
Number of Shares Options expired | [1] | (16,132) | (15,844) | ||
Weighted Average Exercise Options Price Per Share Options expired | [1] | $ 25.94 | $ 47.7 | ||
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of represents RSU and PSU activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Shares Outstanding, Ending Balance | [1] | 93,053 | |||
RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Shares Outstanding, Beginning Balance | [2] | 583,919 | 20,908 | ||
Number of Shares granted | 713,113 | [1] | 714,704 | [2] | |
Number of Shares Forfeited | (130,939) | [1] | (70,788) | [2] | |
Number of Shares Vested | (343,359) | [1] | (80,905) | [2] | |
Number of Shares Outstanding, Ending Balance | [2] | 822,734 | 583,919 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | [2] | $ 52.51 | $ 179 | ||
Weighted Average Grant Date Fair Value Per Unit Granted | 20.9 | [1] | 53 | [2] | |
Weighted Average Grant Date Fair Value Per Unit Forfeited | 39.77 | [1] | 57 | [2] | |
Weighted Average Grant Date Fair Value Per Unit Vested | 42.57 | [1] | 83 | [2] | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | [2] | $ 31.58 | $ 52.51 | ||
Market PSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Shares Outstanding, Beginning Balance | [2] | 334,001 | |||
Number of Shares granted | 300,000 | [1] | 334,001 | [2] | |
Number of Shares Forfeited | [1] | (308,614) | |||
Number of Shares Vested | [1] | (26,493) | |||
Number of Shares Outstanding, Ending Balance | [2] | 298,894 | 334,001 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | [2] | $ 26.1 | |||
Weighted Average Grant Date Fair Value Per Unit Granted | 9.73 | [1] | $ 26.1 | [2] | |
Weighted Average Grant Date Fair Value Per Unit Forfeited | [1] | 22.62 | |||
Weighted Average Grant Date Fair Value Per Unit Vested | [1] | 15.99 | |||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | [2] | $ 14.16 | $ 26.1 | ||
KPI PSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of Shares Outstanding, Beginning Balance | [2] | 87,571 | |||
Number of Shares granted | 173,599 | [1] | 89,064 | [2] | |
Number of Shares Forfeited | [1] | (25,336) | |||
Number of Shares Vested | (41,942) | [1] | (1,493) | [2] | |
Number of Shares Outstanding, Ending Balance | [2] | 193,892 | 87,571 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | [2] | $ 59 | |||
Weighted Average Grant Date Fair Value Per Unit Granted | 17.03 | [1] | $ 59 | [2] | |
Weighted Average Grant Date Fair Value Per Unit Forfeited | [1] | 70.56 | |||
Weighted Average Grant Date Fair Value Per Unit Vested | 48.79 | [1] | 33 | [2] | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | [2] | $ 22.12 | $ 59 | ||
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. (1) Prior period results have been adjusted to reflect the Reverse Stock Split at a ratio of 1-for- 30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of represents RSU and PSU activity (Parenthetical) (Details) | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reverse stock split description | 1-for-30 | At the effective time of the Reverse Stock Split, every 30 shares of Class A Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Class A Common Stock, and the total number of shares of Class A Common Stock authorized for issuance was reduced by a corresponding proportion from 2,000,000,000 shares to 66,666,666 shares. | |
Reverse stock split ratio | 0.0333 | ||
Class A Common Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reverse stock split ratio | 0.0333 | 0.0333 | 0.0333 |
Stock Warrants (Details)
Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Right to receive shares, contingent consideration, expiration date | Sep. 22, 2026 | |
Additional paid-in capital | $ 969,641 | $ 766,839 |
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 | 270,000 | |
Aggregate value | $ 810 | $ 337 |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 583,333 | |
Warrant price per share | $ 0.1 | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Sale of stock, price per share | 345 | |
Warrant price per share | $ 540 |
Stock Warrants - Schedule of qu
Stock Warrants - Schedule of quantitative information regarding level 3 fair value measurement (Details) - Stock Warrants [Member] | 12 Months Ended | |
Dec. 31, 2022 $ / shares | ||
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) | $ 345 | [1] |
Expected Volatility | 79% | |
Expected Term in Years | 3 years 8 months 23 days | |
Risk Free Interest Rate | 4.14% | |
Warrant Value Per Share (in Dollars per share) | $ 18.6 | [1] |
Class A Common Stock | ||
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | ||
Expected Dividend | 0% | |
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Stock Warrants - Schedule of _2
Stock Warrants - Schedule of quantitative information regarding level 3 fair value measurement (Parenthetical) (Details) | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | |||
Exchange ratio | 0.0333 | ||
Class A Common Stock | |||
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | |||
Exchange ratio | 0.0333 | 0.0333 | 0.0333 |
Stock Warrants - Schedule of ch
Stock Warrants - Schedule of changes in the liability related to the private placement warrants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants [Line Items] | |
Warrants payable balance, December 31, 2021 | $ 337 |
Warrants payable balance, December 31, 2022 | 810 |
Private Placement Warrants [Member] | |
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants [Line Items] | |
Warrants payable balance, December 31, 2021 | 337 |
Mark-to-market adjustment | 473 |
Warrants payable balance, December 31, 2022 | $ 810 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of computation of net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator: | |||
Net loss | $ (45,245) | $ (189,066) | |
Reversal of previously accrued / (accrued) dividends on preferred stock | 690 | (6,880) | |
Net loss attributable to common shareholders | $ (44,555) | $ (195,946) | |
Denominator: | |||
Weighted-average common shares outstanding - basic (in Shares) | [1],[2] | 9,614,309 | 8,056,529 |
Weighted-average common shares outstanding - diluted (in Shares) | [1],[2] | 9,614,309 | 8,056,529 |
Net loss per share attributable to common stockholders - basic | [1],[2] | $ (4.63) | $ (24.32) |
Net loss per share attributable to common stockholders - diluted | [1],[2] | $ (4.63) | $ (24.32) |
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of computation of net loss per common share (Parenthetical) (Details) | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Income Loss Per Share (Details) [Line Items] | |||
Exchange ratio | 0.0333 | ||
Class A common stock [Member] | |||
Net Income Loss Per Share (Details) [Line Items] | |||
Exchange ratio | 0.0333 | 0.0333 | 0.0333 |
Net Loss Per Share - Schedule_3
Net Loss Per Share - Schedule of potentially issuable common shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | 3,597,217 | 4,407,366 | |
Conversion of Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 855,186 | |
Warrants to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 853,330 | 853,330 |
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] | 2,160,554 | 2,115,517 |
Right to Receive Earnout Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents | [1] | 583,333 | 583,333 |
[1] Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details. |
Net Loss Per Share - Schedule_4
Net Loss Per Share - Schedule of potentially issuable common shares (Parenthetical) (Details) | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Income Loss Per Share (Details) [Line Items] | |||
Exchange ratio | 0.0333 | ||
Class A Common Stock | |||
Net Income Loss Per Share (Details) [Line Items] | |||
Exchange ratio | 0.0333 | 0.0333 | 0.0333 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Net Income Loss Per Share (Details) [Line Items] | |
Right to receive shares, contingent consideration, expiration date | Sep. 22, 2026 |
MALKA Acquisition [Member] | |
Net Income Loss Per Share (Details) [Line Items] | |
Right to receive shares, contingent consideration, expiration date | Sep. 22, 2026 |
Class A Common Stock | Earnout Shares upon Achieving Milestone One [Member] | MALKA Acquisition [Member] | |
Net Income Loss Per Share (Details) [Line Items] | |
Shares issuable upon reaching certain price milestones | shares | 250,000 |
Price per share | $ / shares | $ 375 |
Class A Common Stock | Earnout Shares upon Achieving Milestone Two [Member] | MALKA Acquisition [Member] | |
Net Income Loss Per Share (Details) [Line Items] | |
Shares issuable upon reaching certain price milestones | shares | 333,333 |
Price per share | $ / shares | $ 495 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Unconditional purchase obligations, 2024 | $ 2,317 | ||
Unconditional purchase obligations, 2025 | 8,500 | ||
Unconditional purchase obligations, 2026 | 8,500 | ||
Unconditional purchase obligations, 2027 | 8,500 | ||
Purchases related to the obligations | $ 8,944 | $ 5,306 | |
Reverse stock split description | 1-for-30 | At the effective time of the Reverse Stock Split, every 30 shares of Class A Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Class A Common Stock, and the total number of shares of Class A Common Stock authorized for issuance was reduced by a corresponding proportion from 2,000,000,000 shares to 66,666,666 shares. | |
Reverse stock split ratio | 0.0333 | ||
Common Class A [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Reverse stock split ratio | 0.0333 | 0.0333 | 0.0333 |
MALKA Acquisition [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Earnout payment | $ 25,000 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | May 26, 2023 | May 22, 2023 | Feb. 17, 2022 | |
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) | 196,728 | |||||
Class A Common stock vested value | $ 8,960 | |||||
Total purchase price | 271,096 | |||||
Repayment of existing indebtedness | $ 5,703 | |||||
Transaction costs | $ 2,868 | |||||
Aggregate shares of series A convertible preferred stock (in Shares) | 8,000,000 | |||||
Payment related to contingent consideration to equity holders and advisors | $ 459 | |||||
Unsettled restricted shares payable | 2,444 | |||||
Increase (decrease) consideration amount | $ (180) | $ (4,867) | ||||
Earnout [Member] | ||||||
Mergers and Acquisitions (Details) [Line Items] | ||||||
Cash paid to equityholders | $ 459 | |||||
Preferred Stock Equivalents | ||||||
Mergers and Acquisitions (Details) [Line Items] | ||||||
Cash paid to equityholders | $ 307 | |||||
Series A Preferred Stock [Member] | ||||||
Mergers and Acquisitions (Details) [Line Items] | ||||||
Series A convertible preferred stock (in Shares) | 4,354,092 | 28,164,811 | ||||
Additional shares of series A convertible preferred stock (in Shares) | 529,120 | |||||
Business combination transaction expenses | $ 193,721 | |||||
Class A Common Stock | ||||||
Mergers and Acquisitions (Details) [Line Items] | ||||||
Series A convertible preferred stock (in Shares) | 229,605 | 1,012,293 | ||||
Cash paid to equityholders | $ 3,000 | |||||
Common stock issued to settle preferred stock equivalents | 23,453 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of fair value of even financial inc.'s acquired assets and liabilities assumed (Details) - Even Financial Inc [Member] $ in Thousands | Feb. 17, 2022 USD ($) |
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 |
Net assets and liabilities acquired | $ 271,096 |
Mergers and Acquisitions - Sc_2
Mergers and Acquisitions - Schedule of changes in the liability related to the Earnout and Preferred Stock Equivalents (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Earnout [Member] | |
Mergers and Acquisitions (Details) [Line Items] | |
Balance as of December 31, 2022 | $ 6,946 |
Change in fair value of contingent consideration | (5,047) |
Settlement of contingent consideration | (1,899) |
Preferred Stock Equivalents | |
Mergers and Acquisitions (Details) [Line Items] | |
Balance as of December 31, 2022 | 1,997 |
Change in fair value of contingent consideration | (1,386) |
Settlement of contingent consideration | $ (611) |
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 | |
Mergers and Acquisitions (Details) [Line Items] | |
Expected Volatility | 81% |
Expected Term in Years | 5 years |
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% |
Mergers and Acquisitions - Sc_3
Mergers and Acquisitions - Schedule of the company's Pro Forma Revenue and Net Loss (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition, Pro Forma Information [Abstract] | |
Revenue | $ 349,844 |
Net loss | $ (193,495) |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Parties (Details) [Line Items] | ||
Earned revenue | $ 423,431 | $ 340,745 |
Related Party [Member] | ||
Related Parties (Details) [Line Items] | ||
Expenses incurred | 547 | 12,377 |
Earned revenue | 6,749 | 15,709 |
Net receivable owed | $ 1,088 | $ 867 |
Subsequent Events (Details)
Subsequent Events (Details) - ft² | Feb. 20, 2024 | Jul. 28, 2023 |
Subsequent Event [Line Items] | ||
Square feet of rental space | 12,765 | |
Subsequent Event [Member] | New York [Member] | ||
Subsequent Event [Line Items] | ||
Sublease rental space term | 6 years | |
Square feet of rental space | 35,384 |