Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | MoneyLion Inc. | ||
Trading Symbol | ML | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 230,763,139 | ||
Entity Public Float | $ 348,250,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001807846 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
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 | 380-1735 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Austin, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash, including amounts held by variable interest entities (VIEs) of $0 and $390 | $ 201,763 | $ 19,406 |
Restricted cash, including amounts held by VIEs of $39,396 and $0 | 44,461 | 1,521 |
Receivables | 153,741 | 68,794 |
Allowance for losses on receivables | (22,323) | (9,127) |
Receivables, net, including amounts held by VIEs of $92,796 and $52,264 | 131,418 | 59,667 |
Property and equipment, net | 1,801 | 502 |
Intangible assets, net | 25,124 | 9,275 |
Goodwill | 52,541 | 21,565 |
Other assets | 34,430 | 11,707 |
Total assets | 491,538 | 123,643 |
Liabilities: | ||
Secured loans | 43,591 | 24,395 |
Accounts payable and accrued liabilities | 63,453 | 20,968 |
Subordinated convertible notes, at fair value | 14,000 | |
Related party loan | 5,000 | |
Warrant liability | 8,260 | 24,667 |
Other debt, including amounts held by VIEs of $143,000 and $0 | 143,000 | 3,207 |
Total liabilities | 258,304 | 92,237 |
Commitments and contingencies (Note 17) | ||
Redeemable convertible preferred stock (Series A-1, A-2, A-3, B, B-2, C, C-1), $0.0001 par value; 0 and 7,471,198 shares authorized, 0 and 7,085,923 issued and outstanding at December 31, 2021 and December 31, 2020; aggregate liquidation preference of $0 and $288,183 at December 31, 2021 and December 31, 2020(1) | 288,183 | |
Redeemable noncontrolling interests | 71,852 | |
Stockholders’ equity (deficit): | ||
Class A Common Stock, $0.0001 par value; 2,000,000,000 and 0 shares authorized as of December 31, 2021 and December 31, 2020, respectively, 231,452,448 and 230,482,448 issued and outstanding, respectively, as of December 31, 2021 and 0 issued and outstanding as of December 31, 2020 | 23 | |
Additional paid-in capital | 708,175 | |
Accumulated deficit | (465,264) | (327,629) |
Treasury stock at cost, 970,000 and 44,924 shares at December 31, 2021 and December 31, 2020, respectively | (9,700) | (1,000) |
Total stockholders’ equity (deficit) | 233,234 | (328,629) |
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ equity (deficit) | $ 491,538 | $ 123,643 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Variable interest (in Dollars) | $ 0 | $ 390 |
Restricted cash, including amounts held by VIEs (in Dollars) | 39,396 | 0 |
Variable interest (in Dollars) | 92,796 | 52,264 |
Other debt, including amounts held by VIEs (in Dollars) | $ 143,000 | $ 0 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 7,471,198 |
Redeemable convertible preferred stock, shares issued | 0 | 7,085,923 |
Redeemable convertible preferred stock, outstanding | 0 | 7,085,923 |
Aggregate liquidation preference (in Dollars) | $ 0 | $ 288,183 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | |
Treasury stock, shares | 970,000 | 44,924 |
Class A Common Stock | ||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 0 |
Common stock, shares issued | 231,452,448 | 0 |
Common stock, shares outstanding | 230,482,448 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Net interest income on finance receivables | $ 7,002 | $ 4,347 | |
Membership subscription revenue | 32,357 | 25,994 | |
Affiliates income | 10,900 | 2,234 | |
Fee income | 116,131 | 46,639 | |
Other income | 4,721 | 197 | |
Total Revenues, net | 171,111 | 79,411 | |
Operating expenses | |||
Marketing | 43,170 | 11,060 | |
Provision for loss on receivables | 60,749 | 21,294 | |
Other direct costs | 8,864 | 4,336 | |
Interest expense | 7,251 | 2,950 | |
Personnel expenses | 45,878 | 24,200 | |
Underwriting expenses | 8,253 | 6,242 | |
Information technology expenses | 7,488 | 7,041 | |
Bank and payment processor fees | 24,565 | 13,737 | |
Change in fair value of warrant liability | 39,629 | 14,419 | |
Change in fair value of subordinated convertible notes | 41,877 | 4,000 | |
Change in fair value of contingent consideration from mergers and acquisitions | 6,229 | ||
Professional fees | 19,847 | 8,396 | |
Depreciation and amortization expense | 2,392 | 1,108 | |
Occupancy expense | 997 | 1,233 | |
Gain on foreign currency translation | (431) | (179) | |
Other operating expenses | 19,172 | 1,155 | |
Total operating expenses | 335,930 | 120,992 | |
Net loss before income taxes | (164,819) | (41,581) | |
Income tax expense | 56 | 6 | |
Net loss | (164,875) | (41,587) | |
Net income attributable to redeemable noncontrolling interests | (12,776) | (8,409) | |
Reversal of previously accrued (accrual of) dividends on redeemable convertible preferred stock | 42,728 | (17,209) | |
Net loss attributable to common shareholders | $ (134,923) | $ (67,205) | |
Net loss per share, basic and diluted (in Dollars per share) | [1] | $ (1.39) | $ (1.49) |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | [1] | 97,158,738 | 45,177,217 |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Because the Company had a net loss in the twelve months ended December 31, 2021 and 2020, the Company’s potentially dilutive securities, which include stock options, restricted stock units, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for these periods is the same. |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Class ACommon Stock | Redeemable Convertible Preferred Stock | Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total | ||
Balance at Jan. 01, 2020 | $ 231,020 | $ 73,977 | $ (262,208) | $ (1,000) | $ (263,208) | |||||
Balance (in Shares) at Jan. 01, 2020 | [1] | 44,198,935 | 103,598,936 | |||||||
Stock-based compensation | $ 1,650 | 1,650 | ||||||||
Stock-based compensation (in Shares) | [1] | |||||||||
Exercise of stock options and warrants | 134 | 134 | ||||||||
Exercise of stock options and warrants (in Shares) | [1] | 3,671,785 | ||||||||
Issuance of Series C-1 in connection with the acquisition of WTI | $ 27,929 | |||||||||
Issuance of Series C-1 in connection with the acquisition of WTI (in Shares) | [1] | 8,853,530 | ||||||||
Issuance of Series C-1 redeemable convertible preferred stock | $ 12,025 | |||||||||
Conversion of subordinated convertible notes to Series C redeemable convertible preferred stock (in Shares) | [1] | 3,811,908 | ||||||||
Accrued dividends on redeemable convertible preferred stock | $ 17,209 | (1,784) | (15,425) | (17,209) | ||||||
Accrued dividends on redeemable convertible preferred stock (in Shares) | [1] | |||||||||
Redemption of common stock | ||||||||||
Redemption of common stock (in Shares) | [1] | |||||||||
Redemption of stock options | ||||||||||
Redemption of stock options (in Shares) | [1] | |||||||||
Contributions from redeemable noncontrolling interests | 10,750 | |||||||||
Contributions from redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Redemptions by redeemable noncontrolling interests | (17,489) | |||||||||
Redemptions by redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Distributions to redeemable noncontrolling interests | (3,795) | |||||||||
Distributions to redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Net income (loss) | 8,409 | (49,996) | (49,996) | |||||||
Net income (loss) (in Shares) | [1] | |||||||||
Balance at Dec. 31, 2020 | $ 288,183 | 71,852 | (327,629) | (1,000) | (328,629) | |||||
Balance (in Shares) at Dec. 31, 2020 | [1] | 47,870,720 | 116,264,374 | |||||||
Balance at Jan. 01, 2021 | $ 288,183 | 71,852 | (327,629) | (1,000) | (328,629) | |||||
Balance (in Shares) at Jan. 01, 2021 | [1] | 116,264,374 | 47,870,720 | |||||||
Stock-based compensation | 5,039 | 5,039 | ||||||||
Stock-based compensation (in Shares) | [1] | |||||||||
Exercise of stock options and warrants | 252 | 252 | ||||||||
Exercise of stock options and warrants (in Shares) | [1] | 788,774 | ||||||||
Accrued dividends on redeemable convertible preferred stock | $ 14,292 | (2,606) | (11,686) | (14,292) | ||||||
Accrued dividends on redeemable convertible preferred stock (in Shares) | [1] | |||||||||
Preferred stock conversion | $ (302,475) | $ 12 | 250,761 | 51,702 | 302,475 | |||||
Preferred stock conversion (in Shares) | [1] | (116,264,374) | 116,264,374 | |||||||
Reverse capitalization on September 22, 2021 | $ 11 | 437,948 | 1,000 | 438,959 | ||||||
Reverse capitalization on September 22, 2021 (in Shares) | 62,223,940 | [1] | ||||||||
Redemption of common stock | (9,700) | (9,700) | ||||||||
Redemption of common stock (in Shares) | [1] | (970,000) | ||||||||
Redemption of stock options | (12,741) | (12,741) | ||||||||
Redemption of stock options (in Shares) | [1] | |||||||||
Issuance of common stock in connection with the acquisition of Malka Media Group LLC | 28,707 | 28,707 | ||||||||
Issuance of common stock in connection with the acquisition of Malka Media Group LLC (in Shares) | [1] | 4,181,441 | ||||||||
Issuance of common stock in connection with business contracts | 815 | 815 | ||||||||
Issuance of common stock in connection with business contracts (in Shares) | [1] | 123,199 | ||||||||
Contributions from redeemable noncontrolling interests | 53,000 | |||||||||
Contributions from redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Redemptions by redeemable noncontrolling interests | (127,391) | |||||||||
Redemptions by redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Distributions to redeemable noncontrolling interests | (10,237) | |||||||||
Distributions to redeemable noncontrolling interests (in Shares) | [1] | |||||||||
Net income (loss) | 12,776 | (177,651) | (177,651) | |||||||
Net income (loss) (in Shares) | [1] | |||||||||
Balance at Dec. 31, 2021 | $ 23 | $ 708,175 | $ (465,264) | $ (9,700) | $ 233,234 | |||||
Balance (in Shares) at Dec. 31, 2021 | [1] | 230,482,448 | ||||||||
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (164,875) | $ (41,587) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Provision for losses on receivables | 60,749 | 21,294 |
Depreciation and amortization expense | 2,392 | 1,108 |
Change in deferred fees and costs, net | 1,827 | 1,103 |
Change in fair value of warrants | 39,629 | 14,419 |
Change in fair value of subordinated convertible notes | 41,877 | 4,000 |
Change in fair value of contingent consideration from mergers and acquisitions | 6,229 | |
Gain on PPP Loan forgiveness | (3,207) | |
Gains on foreign currency translation | (431) | (179) |
Stock compensation expense | 5,039 | 1,650 |
Changes in assets and liabilities, net of effects of business combination: | ||
Accrued interest receivable | (449) | 231 |
Other assets | (17,050) | (4,199) |
Accounts payable and accrued liabilities | 19,701 | 5,188 |
Net cash (used in) provided by operating activities | (8,569) | 3,028 |
Cash flows from investing activities: | ||
Net originations and collections of finance receivables | (131,737) | (41,562) |
Purchase of property, equipment and software | (479) | (1,185) |
Acquisition of Malka Media Group LLC, net of cash acquired | (12,145) | |
Net cash used in investing activities | (144,361) | (42,747) |
Cash flows from financing activities: | ||
Repayments to secured/senior lenders | (798) | (18,333) |
Repayment of related party loan | (5,000) | |
Proceeds from issuance of related party loan | 5,000 | |
Proceeds from issuance of special purpose vehicle credit facilities | 146,000 | |
Proceeds from issuance of subordinated convertible notes | 36,750 | 10,000 |
Borrowings from secured lenders | 20,000 | 16,697 |
Payment of deferred financing costs | (5,147) | |
Redemption of founders common stock | (9,700) | |
Payment of redeemed stock options | (12,741) | |
Proceeds from issuance of common stock related to exercise of stock options and warrants | 252 | 134 |
Proceeds from reverse capitalization, net of transaction costs | 293,239 | |
Issuance of Series C-1 preferred stock | 12,025 | |
Contributions from redeemable noncontrolling interests | 53,000 | 10,750 |
Redemptions by redeemable noncontrolling interests | (127,391) | (17,645) |
Distributions to noncontrolling interests | (10,237) | (3,795) |
Net cash provided by financing activities | 378,227 | 14,833 |
Net change in cash and restricted cash | 225,297 | (24,886) |
Cash and restricted cash, beginning of year | 20,927 | 45,813 |
Cash and restricted cash, end of year | 246,224 | 20,927 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4,378 | 3,090 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued dividends on redeemable convertible preferred stock | (14,292) | (17,209) |
Series C-1 redeemable convertible preferred stock issued to acquire WTI | 27,929 | |
Conversion of preferred stock to common stock | 302,475 | |
Issuance of common stock related to convertible debt | 92,627 | |
Issuance of common stock related to warrants exercised | 85,502 | |
Acquisition of private warrants | $ 29,466 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Basis of Presentation [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION On September 22, 2021 (the “Business Combination Closing Date”), MoneyLion Inc., formerly known as Fusion Acquisition Corp. (prior to the Business Combination Closing Date, “Fusion” and after the Business Combination Closing Date, “MoneyLion” or the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of February 11, 2021 and amended on June 28, 2021 and September 4, 2021 (the “Merger Agreement”), by and among Fusion, ML Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fusion (“Merger Sub”), and MoneyLion Technologies Inc., formerly known as MoneyLion Inc. (prior to the Business Combination Closing Date, “MoneyLion” or the “Company”, and after the Business Combination Closing Date, “Legacy MoneyLion”), a Delaware corporation. Pursuant to the terms of the Merger Agreement, immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Business Combination Closing”), each of the following transactions occurred in the following order: (i) Merger Sub merged with and into Legacy MoneyLion, with Legacy MoneyLion surviving the merger as a wholly owned subsidiary of Fusion (the “Merger”); (ii) Legacy MoneyLion changed its name to “MoneyLion Technologies Inc.”; and (iii) Fusion changed its name to “MoneyLion Inc.” Following the Business Combination, MoneyLion Inc. became a publicly traded company, with Legacy MoneyLion, a subsidiary of MoneyLion, continuing the existing business operations. MoneyLion’s Class A common stock, par value $0.0001 per share (the “MoneyLion Class A Common Stock”), is listed on the New York Stock Exchange under the ticker symbol “ML.” As previously announced, on February 11, 2021, concurrently with the execution of the Merger Agreement, Fusion entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, Fusion agreed to issue and sell in private placements an aggregate of 25,000,000 shares (“PIPE Shares”) of MoneyLion Class A Common Stock to the PIPE Investors for $10.00 per share, for an aggregate commitment amount of $250,000 (the “PIPE Financing”). Pursuant to the Subscription Agreements, Fusion gave certain re-sale registration rights to the PIPE Investors with respect to the PIPE Shares. The PIPE Financing was consummated substantially concurrently with the Business Combination Closing. MoneyLion was founded in 2013, and the Company’s headquarters is located in New York, New York. The Company operates a personal finance platform (the “Platform”) that provides a mobile app that is designed to help users simplify their personal financial management and improve their financial health, giving users access to credit, investment, banking and other financial services and provide them with a single place to track spending, savings and credit. The Platform is based upon analytical models that power recommendations which are designed to help users achieve their financial goals ranging from building savings, improving credit health and managing unexpected expenses. Investment management services are provided by ML Wealth LLC, a wholly owned subsidiary of the Company, which is a Securities and Exchange Commission (“SEC”) registered investment advisor. On November 15, 2021, MoneyLion acquired MALKA Media Group LLC (“MALKA”). MALKA is a creator network and content platform that produces digital media and content across entertainment, sports, games, live streaming and other sectors. MALKA’s content capabilities can drive industry-leading customer acquisition and retention at scale to help accelerate MoneyLion’s customer growth. By combining MALKA’s capabilities with MoneyLion’s financial products and extensive first-party data, MoneyLion hopes to turn the MoneyLion mobile application into a daily destination for its customers with personalized content that educates, informs and supports customers’ financial decisions. Basis of Presentation Receivables originated on the Company’s platform, including Credit Builder Plus loans and Instacash advances, were primarily financed through Invest in America Credit Fund 1 LLC (“IIA”) until the end of the fourth quarter of 2021. IIA is organized as a Delaware limited liability company and is treated as a partnership for United States income tax purposes. IIA’s membership interests were issued in separately designated series, with each series consisting of Class A Units and Class B Units. IIA investors owned all non-voting Class B Units of the applicable series they invested in, which entitled them to a targeted, non-guaranteed, preferred return of typically 12% per year. ML Capital III LLC (“ML Capital III”), an indirect wholly owned MoneyLion subsidiary, is the managing member of IIA and owned the Class A Units of each series, which entitled ML Capital III to returns that exceeded the targeted preferred return on the Class B Units (if any). IIA used proceeds from the sale of Class B Units to investors to purchase borrower payment dependent promissory notes from Invest in America Notes I SPV LLC (“IIA Notes SPV I”) and Invest in America Notes SPV IV LLC (“IIA Notes SPV IV”) (collectively “IIA Notes SPVs”). The collateral consisted of a portfolio of underlying MoneyLion loans and advance receivables. Investors in Class B Units funded their investment into IIA at the time of subscription, which proceeds were used to finance receivables originated on MoneyLion’s platform. Generally, an IIA investor was able to request redemption of all or a portion of their capital account, after a 120-day notice period, and in increments of $100,000, five days after the expiration of the applicable lock-up period, unless otherwise agreed between investors in a particular series and the Company. Unless a redemption request was made, both the IIA investor’s capital contribution and their related Class B returns were automatically reinvested in new notes. ML Capital III, as the managing member of IIA, had the contractual right to suspend redemptions in certain circumstances and without prior notice to the IIA investors. However, the IIA investors’ right to redemption may not have been entirely within the control of the Company and therefore the IIA investors’ share of the IIA is presented on the Company’s consolidated balance sheet as temporary equity at the redemption value. Redemptions were $127,391 and $17,489 for the twelve months ended December 31, 2021 and 2020, respectively, of which $1,500 was unpaid as of December 31, 2020. Distributions, if any, to IIA investors were made at the discretion of the Company or, if agreed between the Company and a particular IIA investor or series, in accordance with the applicable subscription agreements. The Company had identified IIA, IIA Notes SPV I and IIA Notes SPV IV as variable interest entities (“VIEs”) due to the fact that the Class A Units are entitled to residual income/loss in IIA. The Company had identified itself as the primary beneficiary of these VIEs because it directed the activities of the VIEs that most significantly impacted the VIEs’ economic performance. As the primary beneficiary of the VIEs, the Company had consolidated the balances of the VIEs into the financial statements. The IIA Class B Units are reflected in the Company’s consolidated financial statements as redeemable noncontrolling interests totaling $71,852 as of December 31, 2020. Net income in consolidated VIEs were attributed to redeemable noncontrolling interests based on the investors’ respective interests in the net assets of the consolidated VIE. Net income attributable to the noncontrolling interests in IIA, IIA Notes SPV I and IIA Notes SPV IV represented interest income. Beginning in the fourth quarter of 2021, MoneyLion transitioned its primary source of funding for originated receivables from IIA to special purpose vehicle financings from third-party institutional lenders. By December 2021, investor balances were returned to all IIA Class B Unit holders and as of December 31, 2021, IIA had no assets. As a result, only Class A units remain which are wholly owned by ML Capital III making IIA and the IIA Notes SPVs indirect wholly owned MoneyLion subsidiaries, and therefore as of December 31, 2021 there was no longer a noncontrolling interest related to IIA and the IIA Notes SPVs. For more information on the alternative financing sources, see Note 9. “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments and adjustments to eliminate intercompany transactions and balances, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ equity (deficit) and cash flows. Use of Estimates— Revenue Recognition and Related Receivables— Membership subscription revenue 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. Membership 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. Members of the Credit Builder Plus membership program typically receive the cash related to loans and interest-free Instacash advances in 1-3 business days. Members 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 member. Instant transfer fees are recognized gross over the term of the loan or Instacash advance, as the services related to these fees are not distinct from the services of the loan or Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. Affiliate revenue is generated by displaying ads on the Company’s mobile application and by sending emails or other messages to customers promoting affiliate services. For affiliate services, the Company enters into agreements with the affiliates in the form of a signed contract, which specify 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 customer arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Interest income and the related accrued interest receivables on loan-related finance receivables is accrued based upon the daily principal amount outstanding except for when these loans 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. Digital media and content production services provided to third parties are generally earned and recognized over time as the performance obligations within the contracts are satisfied. The revenue is recorded in other income in the statement of operations. Contracts for digital media and content production services are typically short-term. Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on membership and fees receivables is established to provide probable losses incurred in the Company’s membership and fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Segment Information Governmental Regulation— Fair Value Measurements 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: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections determined by management in estimating the fair value assigned to such assets or liabilities. The Company evaluates the significance of transfers between levels based upon the nature of the financial instruments and size of the transfer relative to total net assets available for benefits. For the years ended December 31, 2021 and 2020, there were no transfers in or out of levels 1, 2 or 3. Net Loss Per Share— Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted stock units, right to receive Earnout Shares, as defined in Note 3, “Business Combination,” and warrants to purchase redeemable convertible preferred stock and common stock were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the fiscal years ended December 31, 2021 and 2020. Cash— Restricted Cash— Goodwill — The Company performs goodwill impairment testing annually, on the last day of the fiscal year or more frequently if indicators of potential impairment exist. The goodwill impairment test is performed at the reporting unit level. The Company first evaluates whether it is more likely than not that the fair value of the reporting unit has fallen below its carrying amount. No indicators of fair value falling below the reporting unit carrying amount were noted on a quantitative or qualitative basis during the fiscal year 2021 assessment. Intangible Assets— Impairment of Long-Lived Assets Income Taxes— 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 restricted stock units granted to employees or directors as stock-based compensation expense based on their grant date fair value. The grant date fair value is based on the price of MoneyLion Class A Common Stock on the day of the grant. The fair value of the awards is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. Forfeitures are accounted for as they are incurred. Warrant Liability 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 meet the conditions for equity classification in accordance with ASC 815-40. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. Subordinated Convertible Notes Financial Instruments The Subordinated Convertible Notes were valued using a scenario-based discounted cash flow analysis. The Company estimated the probability and timing of the scenarios based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The Subordinated Convertible Notes are classified as Level 3 because of the Company’s reliance on unobservable assumptions. Contingent consideration from mergers and acquisitions Property and Equipment— The estimated useful lives of property and equipment are described below: Property and Equipment Useful Life Leasehold improvements 5 - 15 years Furniture and fixtures 5 - 7 years Computers and equipment 2 - 5 years Debt Issuance Costs— Marketing Costs — Costs related to marketing activities are expensed as incurred. Recently Adopted Accounting Pronouncements— In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In June 2018, the FASB issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting 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 (the “JOBS Act”). 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 February 2016, the FASB Issued ASU 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) 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 In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On September 21, 2021, Fusion held a Special Meeting (the “Special Meeting”) at which the Fusion stockholders considered and adopted, among other matters, the Merger Agreement and the transactions contemplated therein (the “Business Combination Transactions”). On September 22, 2021, the parties to the Merger Agreement consummated the Business Combination Transactions. Immediately prior to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the Merger, all issued and outstanding shares of Legacy MoneyLion preferred stock converted into shares of Legacy MoneyLion common stock (the “Legacy MoneyLion Common Stock”), par value $0.0001 per share (the “Conversion”), in accordance with Legacy MoneyLion’s amended and restated certificate of incorporation. At the Business Combination Closing Date: ● all outstanding warrants to purchase shares of Legacy MoneyLion preferred stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated; ● 11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of MoneyLion Class A Common Stock; ● 2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of MoneyLion Class A Common Stock, of which 18,861,298 options are vested and 19,871,378 options are unvested; and ● each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of MoneyLion Class A Common Stock (the “Earnout Shares”) with respect to each share of MoneyLion Class A Common Stock or option exercisable for shares of MoneyLion Class A Common Stock, contingent upon MoneyLion Class A Common Stock reaching certain price milestones. 7.5 million and 10.0 million shares of MoneyLion Class A Common Stock will be issued if the MoneyLion Class A Common Stock share price equals or is greater than $12.50 and $16.50, respectively, for twenty out of any thirty consecutive trading days within five years of the Business Combination Closing Date. The Earnout Shares meet the conditions for equity classification in accordance with ASC 815-40. In connection with the Business Combination Closing, holders of 25,887,987 shares of Fusion’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a pro rata portion of the proceeds from Fusion’s initial public offering held in Fusion’s trust account plus interest, calculated as of two business days prior to the consummation of the Business Combination, or approximately $10.00 per share and approximately $258,896 in the aggregate (the “Redemptions”). The consummation of the Business Combination Transactions resulted in approximately $293,239 in cash proceeds to MoneyLion, net of transaction expenses. Following the Redemptions and the issuance of PIPE Shares in connection with the PIPE Financing, 42,862,013 public shares remained outstanding (consisting of 25,000,000 shares held by PIPE Investors, 8,750,000 shares held by Fusion Sponsor LLC and 9,112,013 shares held by Fusion public stockholders). Upon consummation of the Business Combination Transactions: ● each outstanding share of Fusion Class B common stock automatically converted into one share of MoneyLion Class A Common Stock; and ● outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of MoneyLion Class A Common Stock. As of the Business Combination Closing Date and following the completion of the sale of 25,000,000 shares of MoneyLion Class A Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: ● 227,147,708 shares of MoneyLion Class A Common Stock; ● 38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of MoneyLion Class A Common Stock were vested and options to purchase 19,871,378 shares of MoneyLion Class A Common stock were unvested; and ● 17,500,000 public warrants, each exercisable for one share of MoneyLion Class A Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of MoneyLion Class A Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the exchange ratio of approximately 16.4078 per share of MoneyLion Class A Common Stock (the “Exchange Ratio”). The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, Legacy MoneyLion is treated as the “acquirer” for financial reporting purposes. As such, Legacy MoneyLion is deemed the accounting predecessor of the combined business, and MoneyLion, as the parent company of the combined business, is the successor SEC registrant, meaning that Legacy MoneyLion’s financial statements for previous periods are disclosed in the registrant’s periodic reports filed with the SEC following the Business Combination. The Business Combination had a significant impact on the MoneyLion’s reported financial position and results as a consequence of the reverse recapitalization. The most significant change in MoneyLion’s reported financial position and results was an estimated net increase in cash (as compared to the MoneyLion’s consolidated balance sheet at December 31, 2020) of approximately $293,239. This included approximately $250,000 in proceeds from the PIPE Financing that was consummated substantially simultaneously with the Business Combination, offset by additional transaction costs incurred in connection with the Business Combination. The transaction costs for the Business Combination were approximately $56,638, of which $13,150 represents deferred underwriter fees related to Fusion’s initial public offering. As of December 31, 2021, $3,673 in transaction costs remained unpaid. The transaction closed on September 22, 2021, and on the following day the MoneyLion Class A Common Stock and Public Warrants began trading on the New York Stock Exchange under the symbols “ML” and “ML WS”, respectively, for trading in the public market. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
RECEIVABLES | 4. RECEIVABLES The Company’s finance receivables consist of secured personal loans, unsecured personal loans and principal amounts of Instacash advances. Accrued interest receivables represent the interest accrued on the loan receivables based upon the daily principal amount outstanding. Fees receivables represent the amounts due to the Company for tips and instant transfer fees related to the Instacash advance product. Membership receivables represent the amounts billed to customers for membership subscription services. The credit quality and future repayment of finance receivables are dependent upon the customer’s ability to perform under the terms of the agreement. Factors such as unemployment rates and housing values, among others, may impact the customer’s ability to perform under the loan or advance terms. When assessing provision for losses on finance receivables, the Company takes into account the composition of the outstanding finance receivables, charge-off rates to date and the forecasted principal loss rates. Please see the tables below for the finance receivable activity, charge-off rates and aging by product for the twelve months ended December 31, 2021 and 2020. The Company has experienced significant growth in Instacash, a shorter-term advance product with lower charge-off rates than loans. As Instacash has become a larger component of finance receivable activity, the overall charge-off rate has decreased significantly. Receivables consisted of the following: December 31, December 31, 2021 2020 Unsecured personal loan receivables $ 1 $ 66 Secured personal loan receivables 77,491 43,804 Loan receivables 77,492 43,870 Instacash receivables 62,783 18,888 Finance receivables 140,275 62,758 Fees receivable 8,366 2,913 Membership receivables 3,099 1,885 Deferred loan origination costs 929 615 Accrued interest receivable 1,072 623 Receivables, before allowance for loan losses $ 153,741 $ 68,794 Changes in the allowance for losses on receivables were as follows: Twelve Months Ended 2021 2020 Beginning balance $ 9,127 $ 6,613 Provision for loss on receivables 60,749 21,294 Receivables charged off (75,557 ) (39,004 ) Recoveries 28,004 20,224 Ending balance $ 22,323 $ 9,127 Changes in allowance for losses on finance receivables were as follows: Twelve Months Ended 2021 2020 Beginning balance $ 9,127 $ 6,613 Provision for loss on receivables 51,975 18,082 Finance receivables charged off (65,711 ) (33,719 ) Recoveries 26,234 18,151 Ending balance $ 21,625 $ 9,127 Changes in allowance for losses on membership receivables were as follows: Twelve Months Ended 2021 2020 Beginning balance $ - $ - Provision for loss on receivables 3,170 1,856 Membership receivables charged off (3,446 ) (3,620 ) Recoveries 554 1,764 Ending balance $ 278 $ - Changes in allowance for losses on fees receivable were as follows: Twelve Months Ended 2021 2020 Beginning balance $ - $ - Provision for loss on receivables 5,604 1,356 Fees receivable charged off (6,400 ) (1,665 ) Recoveries 1,216 309 Ending balance $ 420 $ - The following is an assessment of the credit quality of finance receivables as of December 31, 2021 and 2020 and presents the contractual delinquency of the finance receivable portfolio: December 31, December 31, Amount Percent Amount Percent Current $ 122,477 87.3 % $ 54,247 86.4 % Delinquency: 31 to 60 days 13,397 9.6 % 6,148 9.8 % 61 to 90 days 4,401 3.1 % 2,363 3.8 % Total delinquency 17,798 12.7 % 8,511 13.6 % Finance receivables before allowance for loan losses $ 140,275 100.0 % $ 62,758 100.0 % The following is an assessment of the credit quality of loans as of December 31, 2021 and 2020 and presents the contractual delinquency of the finance receivable loans portfolio: December 31, December 31, Amount Percent Amount Percent Current $ 66,514 85.8 % $ 38,133 86.9 % Delinquency: 31 to 60 days 6,577 8.5 % 3,374 7.7 % 61 to 90 days 4,401 5.7 % 2,363 5.4 % Total delinquency 10,978 14.2 % 5,737 13.1 % Loan receivables before allowance for loan losses $ 77,492 100.0 % $ 43,870 100.0 % The following is an assessment of the credit quality of Instacash as of December 31, 2021 and 2020 and presents the contractual delinquency of the finance receivable Instacash portfolio: December 31, December 31, Amount Percent Amount Percent Current $ 55,963 89.1 % $ 16,114 85.3 % Delinquency: 31 to 60 days 6,820 10.9 % 2,774 14.7 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 6,820 10.9 % 2,774 14.7 % Instacash receivables before allowance for loan losses $ 62,783 100.0 % $ 18,888 100.0 % The following is an assessment of the credit quality of membership receivables as of December 31, 2021 and 2020 and presents the contractual delinquency of the membership receivable portfolio: December 31, December 31, Amount Percent Amount Percent Current $ 2,227 71.8 % $ 1,586 84.1 % Delinquency: 31 to 60 days 514 16.6 % 168 9.0 % 61 to 90 days 358 11.6 % 131 6.9 % Total delinquency 872 28.2 % 299 15.9 % Membership receivables before allowance for loan losses $ 3,099 100.0 % $ 1,885 100.0 % The following is an assessment of the credit quality of fees receivable as of December 31, 2021 and 2020 and presents the contractual delinquency of the fees receivable portfolio: December 31, December 31, Amount Percent Amount Percent Current $ 6,682 79.9 % $ 2,435 83.6 % Delinquency: 31 to 60 days 1,684 20.1 % 478 16.4 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 1,684 20.1 % 478 16.4 % Fees receivable before allowance for loan losses $ 8,366 100.0 % $ 2,913 100.0 % |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, December 31, 2021 2020 Leasehold improvements $ 545 $ 464 Furniture and fixtures 573 448 Computers and equipment 2,209 796 3,327 1,708 Less: accumulated depreciation (1,526 ) (1,206 ) Furniture and equipment, net $ 1,801 $ 502 Total depreciation expense related to property and equipment was $343 and $317 for the twelve months ended December 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Goodwill as of December 31, 2021 and 2020 was $52,541 and $21,565, respectively. The increase relates to goodwill acquired from the acquisition of MALKA. See Note 17, “Mergers and Acquisitions,” for more information regarding goodwill and other intangible assets acquired from MALKA. Intangible assets consisted of the following: December 31, December 31, Useful Life 2021 2020 Capitalized internal-use software 3 years $ 5,493 $ 5,374 Work in process 1,481 1,481 Proprietary technology 7 years 6,130 6,130 Customer relationships 15 years 5,960 - Trade names 15 years 11,820 - Less: accumulated amortization (5,760 ) (3,710 ) Intangible assets, net $ 25,124 $ 9,275 For the twelve months ended December 31, 2021 and 2020, total amortization expense was $2,049 and $791, respectively. The following table summarizes estimated future amortization expense of intangible assets placed in service at December 31, 2021 for the years ending: 2022 $ 2,648 2023 2,221 2024 2,072 2025 2,061 2026 2,061 Thereafter 12,580 $ 23,643 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other assets consisted of the following: December 31, December 31, 2021 2020 Receivable from payment processor - Debit card collections $ 16,681 $ 5,600 Receivable from payment processor - Other 3,156 1,936 Prepaid expenses 8,836 1,591 Other 5,757 2,580 Total other assets $ 34,430 $ 11,707 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 8. VARIABLE INTEREST ENTITIES The following table summarizes the VIEs’ assets and liabilities included in the Company’s consolidated financial statements, after intercompany eliminations, as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 Assets: Cash $ - $ 390 Restricted cash 39,396 - Finance receivables 109,877 60,845 Allowance for losses on finance receivables (17,081 ) (8,581 ) Finance receivables, net 92,796 52,264 Total assets $ 132,192 $ 52,654 Liabilities: Other debt $ 143,000 - Total liabilities $ 143,000 $ - By December 2021, IIA and the IIA Notes SPVs became indirect wholly owned MoneyLion subsidiaries, removing the variable interest in those entities. See Note 1. “Description of Business and Basis of Presentation” for more information. Beginning in the fourth quarter of 2021, MoneyLion transitioned its primary source of funding for originated receivables from IIA to 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 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 loan and Instacash receivables with a net asset balance that equals or exceeds 90% of the aggregate principal amounts of the loans financed through the SPV Credit Facilities. Proceeds received from the SPV Credit Facilities can only be used to purchase loans and Instacash receivables. The payments and interest, as applicable, received from the loans and Instacash receivables held by the SPV Borrowers are used to repay obligations under the SPV Credit Facilities. While the SPV Credit Facilities and related agreements provide assurances to the third-party lenders regarding the quality of loan and Instacash receivables and certain origination and servicing functions to be performed by other wholly owned subsidiaries of the Company, the third-party lender may absorb losses in the event that the payments and interest, as applicable, received in connection with the loan and Instacash receivables are not sufficient to repay the loans made through the SPV Credit Facilities. The Company is required to evaluate the SPV Borrowers for consolidation, which the Company has concluded are VIEs. The Company has the ability to direct the activities of the SPV Borrowers that most significantly impact the economic performance of the wholly owned subsidiaries that act as the originators and servicer of the loan and Instacash receivables held by the SPV Borrowers. Additionally, the Company has the obligation to absorb losses related to the pledged collateral in excess of the aggregate principal amount of the receivables and the right to proceeds related to the excess loan and Instacash receivables securing the SPV Credit Facilities once all loans and interest under such SPV Credit Facilities are repaid, which exposes the Company to losses and returns that could potentially be significant to the SPV Borrowers. Accordingly, the Company determined it is the primary beneficiary of the SPV Borrowers and is required to consolidate them as indirect wholly owned VIEs. For more information, see Note 9. “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT SPV Debt Agreements 6.75% Bank Loan — Second Lien Loan First Lien Loan — Subordinated Convertible Notes In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. Upon maturity or certain events, the Subordinated Convertible Notes could have been converted into preferred shares at conversion prices as defined in the Subordinated Convertible Notes. In July 2021, the Subordinated Convertible Note agreements were amended to extend the maturity date to September 30, 2021. The Company elected the fair value option to account for the Subordinated Convertible Notes. The Company recorded the Subordinated Convertible Notes at fair value and subsequently remeasured it to fair value at the reporting date. Changes in fair value were recognized as a component of operating expenses in the consolidated statements of operations under Change in fair value of subordinated convertible notes. On September 22, 2021, the Business Combination was completed and the Subordinated Convertible Notes were converted into a total of 10,068,133 shares of MoneyLion Class A Common Stock. Prior to the conversion, the carrying value of the Subordinated Convertible Notes was $92,627. Other Debt In August 2016, the Company entered into a $50,000 credit and security agreement (the “2016 Credit Agreement”) with a lender for the funding of finance receivables. The 2016 Credit Agreement allowed for increases in the maximum borrowings under the agreement up to $500,000, bore interest at a rate as defined in the 2016 Credit Agreement and matured in February 2023. The 2016 Credit Agreement also required the Company to adhere to certain financial covenants along with certain other financial reporting requirements. The Company did not meet certain of these covenant requirements as of December 31, 2019, for which it received a waiver from the lender. The 2016 Credit Agreement was terminated upon the Business Combination Closing by mutual agreement of the Company and the lender; there was no outstanding balance under the 2016 Credit Agreement at the time of termination. In connection with the 2016 Credit Agreement, the Company granted warrants allowing the lender to purchase up to 2.5% of Legacy MoneyLion’s outstanding common stock, or 255,402 warrants. All tranches were exercised and converted into MoneyLion Class A Common Stock in connection with the Business Combination. In April 2020, the Company borrowed $3,207 from a bank under the U.S. Small Business Administration’s (“SBA”) Paycheck Protection Program introduced as part of the U.S. Government’s COVID-19 relief efforts (the “PPP Loan”). In June 2021, the SBA approved the Company’s application for forgiveness with respect to the entire outstanding balance of the PPP Loan of $3,207 which resulted in a gain which is included as a component of other operating (income) expenses in the consolidated statements of operations during the twelve months ended December 31, 2021. In September 2021, ROAR 1 SPV Finance LLC, an indirect wholly owned subsidiary of the Company (the “ROAR 1 SPV Borrower”), entered into a $100,000 credit agreement (the “ROAR 1 SPV Credit Facility”) with a lender for the funding of finance receivables, which secure the ROAR 1 SPV Credit Facility. The ROAR 1 SPV Credit Facility allows for increases in maximum borrowings under the agreement of up to $200,000, bears interest at a rate of 12.5% and matures in March 2025, unless it is extended to March 2026. Under the terms of the ROAR 1 SPV Credit Facility, the ROAR 1 SPV Borrower is subject to certain covenants. As of December 31, 2021, there was a $78,000 outstanding principal balance under the ROAR 1 SPV Credit Facility. The principal balance is secured by $61,732 of finance receivables. In December 2021, ROAR 2 SPV Finance LLC, an indirect wholly owned subsidiary of the Company (the “ROAR 2 SPV Borrower”), entered into a $125,000 credit agreement (the “ROAR 2 SPV Credit Facility”) with a lender for the funding of finance receivables, which secure the ROAR 2 SPV Credit Facility. The ROAR 2 SPV Credit Facility allows for increases in maximum borrowings under the agreement of up to $300,000, bears interest at a rate of 12.5% and matures in December 2025, unless it is extended to December 2026. Under the terms of the ROAR 2 SPV Credit Facility, the ROAR 2 SPV Borrower is subject to certain covenants. As of December 31, 2021, there was a $68,000 outstanding principal balance under the ROAR 2 SPV Credit Facility. The principal balance is secured by $48,145 of finance receivables. Debt Maturities |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES For the years ended December 31, 2021 and 2020, income tax expense computed at the federal statutory income tax rate of 21% differed from the recorded amount of income tax expense due primarily to state income taxes and permanent differences. A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Years Ended 2021 2020 Federal statutory rate $ (37,290 ) 21.00 % $ (14,112 ) 21.00 % Effect of: State taxes, net of federal tax benefit (6,324 ) 3.56 % (1,377 ) 2.05 % Deferred rate change (367 ) 0.21 % (89 ) 0.13 % Change in fair value of subordinated convertible notes 8,794 (4.95 )% — — % Change in fair value of warrant liability 8,322 (4.69 )% — — % Accrued dividends on redeemable convertible preferred stock — — % 3,614 (5.38 )% Return to provision 3,453 (1.94 )% Other permanent differences (473 ) 0.27 % 3,320 (4.94 )% Other 1,180 (0.66 )% 1,084 (1.61 )% Change in valuation allowance 22,761 (12.83 )% 7,566 (11.26 )% Total $ 56 (0.03 )% $ 6 (0.01 )% The income tax (benefit) expense is as follows: Years Ended 2021 2020 Current: Federal $ — $ — State 56 6 56 6 Deferred taxes — — Income tax benefit $ 56 $ 6 The tax effects of the primary temporary differences included in net deferred tax assets and liabilities are shown in the following table: December 31, 2021 2020 Net operating loss carryforwards $ 72,867 $ 57,092 Allowance for losses on finance receivables 6,318 2,283 Research and development credit 1,173 1,173 Stock compensation 326 206 Legal reserve 465 — Other 2,317 387 Total deferred tax assets, gross 83,466 61,141 Less: valuation allowance (81,860 ) (59,099 ) Total deferred tax assets, net 1,606 2,042 Deferred finance receivable fees and costs, net (261 ) (154 ) Depreciation of furniture and equipment (1,312 ) (1,888 ) Other (33 ) — Total deferred tax liabilities (1,606 ) (2,042 ) Total deferred tax assets (liabilities), net $ — $ — As of December 31, 2021 and 2020, the Company maintained a valuation allowance of $81,860 and $59,099, respectively. The valuation allowance was recorded due to the fact that the Company has incurred operating losses to date and is unable to forecast when such deferred tax assets will be utilized. There was no other activity in the valuation allowance accounting during 2021 and 2020. 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 $22,761 and $7,566 during the twelve months ended December 31, 2021 and 2020, respectively. Total U.S. federal and state operating loss carryforwards as of December 31, 2021 and 2020 were approximately $517,700 and $377,300, respectively. U.S. federal net operating loss carryforwards begin to expire in 2033, and state operating loss carryforwards begin to expire in 2027. U.S. Federal net operating losses of approximately $248,600 carry forward indefinitely. As of December 31, 2021, 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 primarily files income tax returns in the United States federal jurisdiction and various states. The Company’s U.S. federal returns and state returns are no longer subject to income tax examinations for taxable years before 2018. The Company has performed 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. The study determined that there will be no utilization limit after December 31, 2025. The review did not consider whether the future utilization of net operating loss and credit carryforwards will be restricted under IRC sections 382 and 383 due to ownership changes that occurred in the MALKA acquisition. However, based on the value of the Company at the date of change, the Company believes that there would not be a limitation triggered by the ownership change and therefore would not result in any adjustment to the deferred tax assets. Due to the net operating loss carryforwards, the statute of limitations remains open for federal and state returns. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock [Abstract] | |
COMMON STOCK | 11. COMMON STOCK Following the Business Combination Closing on September 22, 2021, 970,000 shares of MoneyLion Class A Common Stock were redeemed for $9,700. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 12. REDEEMABLE CONVERTIBLE PREFERRED STOCK Each share of Legacy MoneyLion’s redeemable convertible preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and non-assessable shares of Legacy MoneyLion Common Stock as could be determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. Pursuant to the Merger Agreement, all outstanding shares of Legacy MoneyLion’s redeemable convertible preferred stock automatically converted into 116,264,374 shares of MoneyLion Class A Common Stock after giving effect to the Exchange Ratio upon the Business Combination Closing. See Note 3, “Business Combination” for additional information on the Business Combination. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION 2014 Stock Option Plan Prior to the Business Combination, MoneyLion’s Amended and Restated 2014 Stock Option Plan (the “2014 Plan”) allowed the Company to provide benefits in the form of stock options. The Company had designated a total of 2,492,060 shares of common stock to the 2014 Plan. Upon the Business Combination Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under such plan. 2021 Stock Incentive Plan At the Special Meeting, Fusion stockholders approved the Omnibus Incentive Plan (the “2021 Plan”). As of the Business Combination Closing, each Legacy MoneyLion Option that was outstanding and unexercised as of immediately prior to the Business Combination Closing Date automatically converted into the right to receive an option to acquire a number of shares of MoneyLion Class A Common Stock equal to the number of shares of Legacy MoneyLion Common Stock subject to such MoneyLion Option as of immediately prior to the Business Combination Closing Date, multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of such Legacy MoneyLion Option in effect immediately prior to the Business Combination Closing Date, divided by the Exchange Ratio (rounded up to the nearest whole cent). The intent behind the terms in the Merger Agreement related to the exchange of the Legacy MoneyLion Options was to provide the holders with awards of equal value to the original awards. Accordingly, the impact of the conversion was such that the number of shares issuable under the modified awards and the related exercise prices were adjusted using the Exchange Ratio with all other terms remaining unchanged. The conversion ratio adjustment was without substance (akin to a stock split), and therefore, the effect of the change in the number of shares and the exercise price and share value were equal and offsetting to one another. As a result, the fair value of the modified awards was equal to the fair value of the awards immediately before the modification and, therefore, there was no incremental compensation expense that should be recognized. There were no changes to the vesting period within the plan. The 2021 Plan permits the Company to deliver up to 56,697,934 shares of MoneyLion Class A Common Stock pursuant to awards issued under the 2021 Plan, including 17,712,158 shares of MoneyLion Class A Common Stock and up to 38,985,776 shares of MoneyLion Class A Common Stock subject to outstanding prior awards. The number of shares of MoneyLion Class A Common Stock reserved for issuance under the 2021 Plan will automatically increase on each of January 1, 2022 and January 1, 2023 by an amount equal to the lesser of (i) 2% of the total number of outstanding shares of MoneyLion Class A Common Stock on December 31 st Stock-based compensation of $5,039 and $1,650 was recognized during the twelve months ended December 31, 2021 and 2020, respectively. During 2021, the Company issued 627,228 restricted stock units (“RSUs”) at a weighted average grant date fair value per share of $5.97. All of RSUs remain unvested and outstanding as of December 31, 2021 and have unamortized expense of $3,344 which will be recognized over a weighted average of 2.15 years. The weighted average grant date fair value of options granted during the twelve months ended December 31, 2021 and 2020 was $1.50 and $0.38, respectively. These prices were determined using the Black-Scholes Merton option pricing model, which analyzes volatility, lack of marketability, and comparable companies, among other factors in determining the fair value of each share granted. Options granted generally vest over four years and expire ten years from the grant date. Assumptions used for the options granted during the twelve months ended December 31, 2021 and 2020 are as follows: Twelve Months Ended 2021 2020 Expected Volatility 65 % 65 % Expected Dividend - - Expected Term in Years 6.08 6.08 Expected Forfeitures - % - % Risk Free Interest Rate 0.59%-0.67 % 0.34%-1.47 % The following table represents activity within the 2021 Plan since December 31, 2020: Number Weighted Weighted Aggregate Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 266,548 Options granted 6,524,723 2.57 Options exercised (2,062,803 ) 0.34 $ (13,268 ) Options forfeited (539,915 ) 0.93 Options expired (1,916,974 ) 0.20 Options outstanding at December 31, 2021 37,458,547 $ 0.80 7.6 Years $ 121,108 Exercisable at December 31, 2021 17,764,012 0.36 6.8 Years $ 65,265 Unvested at December 31, 2021 19,694,535 $ 1.19 6,977,038 options vested during the twelve months ended December 31, 2021 with an aggregate intrinsic value of $24,982. Total compensation cost related to unvested options not yet recognized as of December 31, 2021 was $11,911 and will be recognized over a weighted average of 2.8 years. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Stock Warrants [Abstract] | |
STOCK WARRANTS | 14. STOCK WARRANTS Public Warrants and Private Placement Warrants As a result of the Business Combination, MoneyLion acquired from Fusion, as of September 22, 2021, public warrants outstanding to purchase an aggregate of 17,500,000 shares of the MoneyLion Class A Common Stock (the “Public Warrants”) and private placement warrants outstanding to purchase an aggregate of 8,100,000 shares of the MoneyLion Class A Common Stock (the “Private Placement Warrants” and together with the Public Warrants, the “warrants”). Each whole warrant entitles the registered holder to purchase one whole share of MoneyLion Class A Common Stock at a price of $11.50 per share, at any time commencing on 12 months from closing of Fusion’s initial public offering. Redemption of Warrants for Cash The Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the MoneyLion Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of MoneyLion Class A Common Stock and equity-linked securities for capital raising purposes in connection with the Business Combination Closing for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders). If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Except as described above, if holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of shares of MoneyLion 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 MoneyLion Class A Common Stock. Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. At the time of the Merger, the Public Warrants assumed by the Company were recorded at fair value within additional paid-in capital in the amount of $23,275. As of December 31, 2021, the aggregate value of the Private Placement Warrants was $8,260, representing Private Placement Warrants outstanding to purchase 8,100,000 shares of MoneyLion Class A Common Stock. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants payable on the consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants payable in the consolidated statement of operations. The Private Placement Warrants are measured at fair value on a recurring basis. The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is calculated using Level 3 inputs. The primary unobservable inputs utilized in determining fair value of the Private Placement Warrants is the expected volatility of the MoneyLion Class A Common Stock. The following table presents the quantitative information regarding Level 3 fair value measurement of warrants: December 31, 2021 Strike price $ 11.50 Expected Volatility 61 % Expected Dividend - Expected Term in Years 4.73 Risk Free Interest Rate 1.22 % Warrant Value Per Share 1.02 The following table presents the changes in the fair value of the warrants: December 31, Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,466 Mark-to-market adjustment $ (21,206 ) Warrants payable balance, December 31, 2021 $ 8,260 Legacy MoneyLion Warrants See Note 3, “Business Combination” for details on the Legacy MoneyLion Warrants. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table sets forth the computation of net loss per common share for the twelve months ended December 31, 2021 and 2020: Twelve Months Ended 2021 2020 Numerator: Net loss $ (164,875 ) $ (41,587 ) Net income attributable to redeemable noncontrolling interests (12,776 ) (8,409 ) Accretion of issuance costs on redeemable convertible preferred stock - - Reversal of previously accrued (accrual of) dividends on redeemable convertible preferred stock 42,728 (17,209 ) Net loss attributable to common shareholders $ (134,923 ) $ (67,205 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 97,158,738 45,177,217 Net loss per share attributable to common stockholders - basic and diluted $ (1.39 ) $ (1.49 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. The Company’s potentially dilutive securities, which include stock options, RSUs, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share because including them would have an anti-dilutive effect for the twelve months ended December 31, 2021 and 2020: December 31, 2021 2020 Conversion of redeemable convertible preferred stock (1) - 116,264,358 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 14,738,710 RSUs and options to purchase common stock (1) 38,085,775 35,453,516 Right to receive Earnout Shares 17,500,000 - Total common stock equivalents 81,185,664 166,456,584 (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Lease Commitments The total minimum lease payments as of December 31, 2021 are as follows: 2022 $ 776 2023 788 2024 811 2025 590 2026 140 Thereafter - $ 3,105 Rent expense totaled $997 and $1,233 for the years ended December 31, 2021 and 2020, respectively. Legal Matters— With respect to the Company’s activities in Minnesota, the Company received information requests in 2019, 2020 and 2021 from the Minnesota Department of Commerce (“Minnesota DOC”) regarding an investigation relating to the Company’s lending activity in Minnesota and its membership program. The Minnesota DOC previously informed the Company that it was no longer pursuing the investigation regarding the Company’s membership program but continued the investigation into lending activity. In December 2021, the Company signed a settlement order with the Minnesota DOC, which had no material impact on the Company’s financial condition or operations. The Company is also in the process of responding to Civil Investigative Demands (“CIDs”) or other investigatory requests relating to its provision of consumer financial services from the office of the Attorney General of the Commonwealth of Virginia, the New York Attorney General’s Office, as well as the Colorado Department of Law. The Company is cooperating with each of these state regulators and intends to take any corrective actions required to maintain compliance with applicable state laws. The Company cannot predict the outcome or any potential impact on its financial condition or operations at this time. In 2019, 2020 and 2021, the Company received CIDs from the Consumer Financial Protection Bureau (the “CFPB”) relating to the Company’s compliance with the Military Lending Act and its membership model. The Company will continue to provide to the CFPB all of the information and documents required by the CIDs and intends to continue to fully cooperate with the CFPB in this investigation. The investigation is ongoing and any potential impact on the Company’s financial condition or operations are unknown at this time. In February and March 2021, the Company received investigative subpoenas from the Securities and Exchange Commission concerning IIA, which primarily held assets from institutional investors and was the Company’s primary source of funding for originated receivables through the end of the fourth quarter of 2021. The Company is cooperating with the investigation and cannot predict its outcome or any potential impact on the Company’s financial condition or operations. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
MERGERS AND ACQUISITIONS | 17. MERGERS AND ACQUISITIONS MALKA The total purchase price of the MALKA Acquisition was approximately $52,685. MoneyLion issued 4,181,441 restricted shares of MoneyLion Class A Common Stock and paid $10,000 in cash to the sellers in exchange for all of the issued and outstanding membership interests of MALKA. MoneyLion also paid down $2,196 of MALKA debt facilities. The sellers may earn up to an additional $35 million payable in restricted shares of MoneyLion Class A Common Stock if MALKA’s revenue and EBITDA exceeds certain targets in 2021 and 2022. The $35 million payable in restricted shares based on 2021 and 2022 operating performance was valued at $11,782 as of the acquisition. As of December 31, 2021, the payable in restricted shares based on 2021 and 2022 operating performance was valued at $18,011 and was included in accounts payable and accrued liabilities on the consolidated balance sheet as of December 31, 2021. The $6,229 change in fair value since the MALKA Acquisition was included on the consolidated statement of operations as the change in fair value of contingent consideration from mergers and acquisitions. The fair value of MALKA’s acquired assets and liabilities were as follows: November 15, 2021 Assets Cash and cash equivalents $ 51 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 4,858 Total assets 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 2,261 Total liabilities 2,261 Net assets and liabilities acquired $ 52,685 Wealth Technologies Inc. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 18. RELATED PARTIES In the ordinary course of business, we may enter into transactions with directors, principal officers, their immediate families, and affiliated companies in which they are principal stockholders (commonly referred to as “related parties”). During the year ended December 31, 2020, the Company earned affiliate revenue through an arrangement with an affiliated company in which the Company’s Chief Financial Officer holds a minority financial interest. The revenues related to this agreement included within the consolidated statement of operations were immaterial during the year ended December 31, 2020. The amounts due from the related party were not material as of December 31, 2020. There was no such activity during the year ended December 31, 2021. In April 2020, the Company entered into a $5,000 secured loan facility with a lender that is controlled by a significant holder of Legacy MoneyLion’s redeemable convertible preferred stock. On August 27, 2021, the Company entered into an amendment that refinanced the secured loan facility with a non-related party lender. Interest expense included within the consolidated statement of operations was $421 during the year ended December 31, 2020. In December 2020, the Company acquired 100% of the outstanding common stock and Series A redeemable convertible preferred shares of WTI. The co-founder and equity holder of WTI was also a significant stockholder of Legacy MoneyLion’s redeemable convertible preferred stock and was the Legacy MoneyLion Chairman as of the date of the transaction. For more information about the transaction, see Note 17, “Mergers and Acquisitions.” Additionally, some of our directors hold financial interests in separate entities, which the Company utilized in the ordinary course of business during the years ended December 31, 2021 and 2020. The activity during the year ended December 31, 2020 was not material. The Company is party to an Amended and Restated Marketing Consulting Agreement, dated as of May 11, 2021 and as amended from time to time (the “Marketing Consulting Agreement”), with LeadGen Data Services LLC (“LeadGen”), pursuant to which LeadGen provides the Company with certain marketing, consumer acquisition, lead generation and other consulting services. For the year ended December 31, 2021, MoneyLion paid $6,624 to LeadGen and earned $7,083 of revenue under the Marketing Consulting Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 17, 2022, 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: Even Financial, Inc. Acquisition— Founded in 2014, Even Financial digitally connects and matches consumers with real-time personalized financial product recommendations from banks, insurance and fintech companies on mobile apps, websites and other consumer touchpoints through its marketplace technology. Even Financial’s infrastructure leverages machine learning and advanced data science to solve a significant pain point in financial services customer acquisition, seamlessly bridging financial institutions and channel partners via its industry-leading API and embedded finance marketplaces. The Even Acquisition strengthens MoneyLion’s platform by improving consumers’ abilities to find and access the right financial products to help them manage their financial lives. Even Financial’s growing network includes over 400 financial institution partners and 500 channel partners, covering a breadth of financial services including loans, credit cards, mortgages, savings and insurance products. The Even Acquisition also expands MoneyLion’s addressable market, extends the reach of MoneyLion’s own products, diversifies its revenue mix and furthers MoneyLion’s ambition to be the premier financial super app for hardworking Americans. At the closing of the Even Acquisition, the Company (i) issued to the equityholders of Even Financial an aggregate of 28,164,811 shares of the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), with a face value of $10.00 per share (the “Conversion Price”), (ii) paid to certain Even Financial management equityholders approximately $14.5 million in cash and (iii) exchanged 8,883,228 options to acquire Even Financial common stock for 5,901,846 options to acquire MoneyLion Class A Common Stock. The equityholders of Even Financial are also entitled to receive an additional payment from the Company of up to an aggregate of 8,000,000 shares of Preferred Stock, with a face value per share equal to the Conversion Price, based on the attributed revenue of Even Financial’s business during the 13-month period commencing January 1, 2022 (the “Earnout”). Based on the Conversion Price of the shares of Preferred Stock issued at the closing of the Even Acquisition and to be issued pursuant to the Earnout, the value of the options to acquire MoneyLion Class A Common Stock and the cash paid to the management equityholders, the total purchase price was approximately $440 million, subject to customary purchase price adjustments for working capital and inclusive of amounts used to repay approximately $5.7 million of existing indebtedness of Even Financial. Due to the closing of the Even Acquisition occurring on February 17, 2022, there has not been sufficient time to apply business combination accounting to the opening balance sheet or create the financial disclosures required by U.S. GAAP. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— |
Revenue Recognition and Related Receivables | Revenue Recognition and Related Receivables— Membership subscription revenue 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. Membership 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. Members of the Credit Builder Plus membership program typically receive the cash related to loans and interest-free Instacash advances in 1-3 business days. Members 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 member. Instant transfer fees are recognized gross over the term of the loan or Instacash advance, as the services related to these fees are not distinct from the services of the loan or Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. Affiliate revenue is generated by displaying ads on the Company’s mobile application and by sending emails or other messages to customers promoting affiliate services. For affiliate services, the Company enters into agreements with the affiliates in the form of a signed contract, which specify 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 customer arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Interest income and the related accrued interest receivables on loan-related finance receivables is accrued based upon the daily principal amount outstanding except for when these loans 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. Digital media and content production services provided to third parties are generally earned and recognized over time as the performance obligations within the contracts are satisfied. The revenue is recorded in other income in the statement of operations. Contracts for digital media and content production services are typically short-term. |
Allowance for Losses on Receivables | Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on membership and fees receivables is established to provide probable losses incurred in the Company’s membership and fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. |
Segment Information | Segment Information |
Governmental Regulation | Governmental Regulation— |
Fair Value Measurements | Fair Value Measurements 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: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections determined by management in estimating the fair value assigned to such assets or liabilities. The Company evaluates the significance of transfers between levels based upon the nature of the financial instruments and size of the transfer relative to total net assets available for benefits. For the years ended December 31, 2021 and 2020, there were no transfers in or out of levels 1, 2 or 3. |
Net Loss Per Share | Net Loss Per Share— Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted stock units, right to receive Earnout Shares, as defined in Note 3, “Business Combination,” and warrants to purchase redeemable convertible preferred stock and common stock were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the fiscal years ended December 31, 2021 and 2020. |
Cash | Cash— |
Restricted Cash | Restricted Cash— |
Goodwill | Goodwill — The Company performs goodwill impairment testing annually, on the last day of the fiscal year or more frequently if indicators of potential impairment exist. The goodwill impairment test is performed at the reporting unit level. The Company first evaluates whether it is more likely than not that the fair value of the reporting unit has fallen below its carrying amount. No indicators of fair value falling below the reporting unit carrying amount were noted on a quantitative or qualitative basis during the fiscal year 2021 assessment. |
Intangible Assets | Intangible Assets— |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes— 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 restricted stock units granted to employees or directors as stock-based compensation expense based on their grant date fair value. The grant date fair value is based on the price of MoneyLion Class A Common Stock on the day of the grant. The fair value of the awards is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. Forfeitures are accounted for as they are incurred. |
Warrant Liability | Warrant Liability 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 meet the conditions for equity classification in accordance with ASC 815-40. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. |
Convertible Notes | Subordinated Convertible Notes Financial Instruments The Subordinated Convertible Notes were valued using a scenario-based discounted cash flow analysis. The Company estimated the probability and timing of the scenarios based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The Subordinated Convertible Notes are classified as Level 3 because of the Company’s reliance on unobservable assumptions. |
Contingent consideration from mergers and acquisitions | Contingent consideration from mergers and acquisitions |
Property and Equipment | Property and Equipment— The estimated useful lives of property and equipment are described below: |
Debt Issuance Costs | Debt Issuance Costs— |
Marketing Costs | Marketing Costs — Costs related to marketing activities are expensed as incurred. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements— In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In June 2018, the FASB issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
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 (the “JOBS Act”). 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 February 2016, the FASB Issued ASU 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) 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 In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of the estimated useful lives of property and equipment | Property and Equipment Useful Life Leasehold improvements 5 - 15 years Furniture and fixtures 5 - 7 years Computers and equipment 2 - 5 years |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of receivables | December 31, December 31, 2021 2020 Unsecured personal loan receivables $ 1 $ 66 Secured personal loan receivables 77,491 43,804 Loan receivables 77,492 43,870 Instacash receivables 62,783 18,888 Finance receivables 140,275 62,758 Fees receivable 8,366 2,913 Membership receivables 3,099 1,885 Deferred loan origination costs 929 615 Accrued interest receivable 1,072 623 Receivables, before allowance for loan losses $ 153,741 $ 68,794 |
Schedule of changes in allowance for losses on finance receivables | Twelve Months Ended 2021 2020 Beginning balance $ 9,127 $ 6,613 Provision for loss on receivables 60,749 21,294 Receivables charged off (75,557 ) (39,004 ) Recoveries 28,004 20,224 Ending balance $ 22,323 $ 9,127 Twelve Months Ended 2021 2020 Beginning balance $ 9,127 $ 6,613 Provision for loss on receivables 51,975 18,082 Finance receivables charged off (65,711 ) (33,719 ) Recoveries 26,234 18,151 Ending balance $ 21,625 $ 9,127 Twelve Months Ended 2021 2020 Beginning balance $ - $ - Provision for loss on receivables 3,170 1,856 Membership receivables charged off (3,446 ) (3,620 ) Recoveries 554 1,764 Ending balance $ 278 $ - Twelve Months Ended 2021 2020 Beginning balance $ - $ - Provision for loss on receivables 5,604 1,356 Fees receivable charged off (6,400 ) (1,665 ) Recoveries 1,216 309 Ending balance $ 420 $ - |
Schedule of assessment of the credit quality of finance receivables | December 31, December 31, Amount Percent Amount Percent Current $ 122,477 87.3 % $ 54,247 86.4 % Delinquency: 31 to 60 days 13,397 9.6 % 6,148 9.8 % 61 to 90 days 4,401 3.1 % 2,363 3.8 % Total delinquency 17,798 12.7 % 8,511 13.6 % Finance receivables before allowance for loan losses $ 140,275 100.0 % $ 62,758 100.0 % December 31, December 31, Amount Percent Amount Percent Current $ 66,514 85.8 % $ 38,133 86.9 % Delinquency: 31 to 60 days 6,577 8.5 % 3,374 7.7 % 61 to 90 days 4,401 5.7 % 2,363 5.4 % Total delinquency 10,978 14.2 % 5,737 13.1 % Loan receivables before allowance for loan losses $ 77,492 100.0 % $ 43,870 100.0 % December 31, December 31, Amount Percent Amount Percent Current $ 55,963 89.1 % $ 16,114 85.3 % Delinquency: 31 to 60 days 6,820 10.9 % 2,774 14.7 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 6,820 10.9 % 2,774 14.7 % Instacash receivables before allowance for loan losses $ 62,783 100.0 % $ 18,888 100.0 % December 31, December 31, Amount Percent Amount Percent Current $ 2,227 71.8 % $ 1,586 84.1 % Delinquency: 31 to 60 days 514 16.6 % 168 9.0 % 61 to 90 days 358 11.6 % 131 6.9 % Total delinquency 872 28.2 % 299 15.9 % Membership receivables before allowance for loan losses $ 3,099 100.0 % $ 1,885 100.0 % December 31, December 31, Amount Percent Amount Percent Current $ 6,682 79.9 % $ 2,435 83.6 % Delinquency: 31 to 60 days 1,684 20.1 % 478 16.4 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 1,684 20.1 % 478 16.4 % Fees receivable before allowance for loan losses $ 8,366 100.0 % $ 2,913 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, 2021 2020 Leasehold improvements $ 545 $ 464 Furniture and fixtures 573 448 Computers and equipment 2,209 796 3,327 1,708 Less: accumulated depreciation (1,526 ) (1,206 ) Furniture and equipment, net $ 1,801 $ 502 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | December 31, December 31, Useful Life 2021 2020 Capitalized internal-use software 3 years $ 5,493 $ 5,374 Work in process 1,481 1,481 Proprietary technology 7 years 6,130 6,130 Customer relationships 15 years 5,960 - Trade names 15 years 11,820 - Less: accumulated amortization (5,760 ) (3,710 ) Intangible assets, net $ 25,124 $ 9,275 |
Schedule of amortization expense of intangible assets | 2022 $ 2,648 2023 2,221 2024 2,072 2025 2,061 2026 2,061 Thereafter 12,580 $ 23,643 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Schedule of other assets consisted | December 31, December 31, 2021 2020 Receivable from payment processor - Debit card collections $ 16,681 $ 5,600 Receivable from payment processor - Other 3,156 1,936 Prepaid expenses 8,836 1,591 Other 5,757 2,580 Total other assets $ 34,430 $ 11,707 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Schedule of consolidated financial statements | December 31, December 31, 2021 2020 Assets: Cash $ - $ 390 Restricted cash 39,396 - Finance receivables 109,877 60,845 Allowance for losses on finance receivables (17,081 ) (8,581 ) Finance receivables, net 92,796 52,264 Total assets $ 132,192 $ 52,654 Liabilities: Other debt $ 143,000 - Total liabilities $ 143,000 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the federal statutory income tax rate | Years Ended 2021 2020 Federal statutory rate $ (37,290 ) 21.00 % $ (14,112 ) 21.00 % Effect of: State taxes, net of federal tax benefit (6,324 ) 3.56 % (1,377 ) 2.05 % Deferred rate change (367 ) 0.21 % (89 ) 0.13 % Change in fair value of subordinated convertible notes 8,794 (4.95 )% — — % Change in fair value of warrant liability 8,322 (4.69 )% — — % Accrued dividends on redeemable convertible preferred stock — — % 3,614 (5.38 )% Return to provision 3,453 (1.94 )% Other permanent differences (473 ) 0.27 % 3,320 (4.94 )% Other 1,180 (0.66 )% 1,084 (1.61 )% Change in valuation allowance 22,761 (12.83 )% 7,566 (11.26 )% Total $ 56 (0.03 )% $ 6 (0.01 )% |
Schedule of income tax (benefit) expense | Years Ended 2021 2020 Current: Federal $ — $ — State 56 6 56 6 Deferred taxes — — Income tax benefit $ 56 $ 6 |
Schedule of net deferred tax assets and liabilities | December 31, 2021 2020 Net operating loss carryforwards $ 72,867 $ 57,092 Allowance for losses on finance receivables 6,318 2,283 Research and development credit 1,173 1,173 Stock compensation 326 206 Legal reserve 465 — Other 2,317 387 Total deferred tax assets, gross 83,466 61,141 Less: valuation allowance (81,860 ) (59,099 ) Total deferred tax assets, net 1,606 2,042 Deferred finance receivable fees and costs, net (261 ) (154 ) Depreciation of furniture and equipment (1,312 ) (1,888 ) Other (33 ) — Total deferred tax liabilities (1,606 ) (2,042 ) Total deferred tax assets (liabilities), net $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average grant date fair value of options granted | Twelve Months Ended 2021 2020 Expected Volatility 65 % 65 % Expected Dividend - - Expected Term in Years 6.08 6.08 Expected Forfeitures - % - % Risk Free Interest Rate 0.59%-0.67 % 0.34%-1.47 % |
Schedule of represents activity within the 2021 Plan | Number Weighted Weighted Aggregate Options outstanding at December 31, 2020 35,453,516 $ 0.38 8.1 Years $ 266,548 Options granted 6,524,723 2.57 Options exercised (2,062,803 ) 0.34 $ (13,268 ) Options forfeited (539,915 ) 0.93 Options expired (1,916,974 ) 0.20 Options outstanding at December 31, 2021 37,458,547 $ 0.80 7.6 Years $ 121,108 Exercisable at December 31, 2021 17,764,012 0.36 6.8 Years $ 65,265 Unvested at December 31, 2021 19,694,535 $ 1.19 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Warrants [Abstract] | |
Schedule of quantitative information regarding level 3 fair value measurement | December 31, 2021 Strike price $ 11.50 Expected Volatility 61 % Expected Dividend - Expected Term in Years 4.73 Risk Free Interest Rate 1.22 % Warrant Value Per Share 1.02 |
Schedule of changes in fair value of the warrants | December 31, Private Placement Warrants Initial Measurement, September 22, 2021 $ 29,466 Mark-to-market adjustment $ (21,206 ) Warrants payable balance, December 31, 2021 $ 8,260 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schdeule of computation of net loss per common share | Twelve Months Ended 2021 2020 Numerator: Net loss $ (164,875 ) $ (41,587 ) Net income attributable to redeemable noncontrolling interests (12,776 ) (8,409 ) Accretion of issuance costs on redeemable convertible preferred stock - - Reversal of previously accrued (accrual of) dividends on redeemable convertible preferred stock 42,728 (17,209 ) Net loss attributable to common shareholders $ (134,923 ) $ (67,205 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 97,158,738 45,177,217 Net loss per share attributable to common stockholders - basic and diluted $ (1.39 ) $ (1.49 ) |
Schdeule of potential common shares | December 31, 2021 2020 Conversion of redeemable convertible preferred stock (1) - 116,264,358 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 14,738,710 RSUs and options to purchase common stock (1) 38,085,775 35,453,516 Right to receive Earnout Shares 17,500,000 - Total common stock equivalents 81,185,664 166,456,584 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total minimum lease payments | 2022 $ 776 2023 788 2024 811 2025 590 2026 140 Thereafter - $ 3,105 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of fair value of MALKA’s acquired assets and liabilities | November 15, 2021 Assets Cash and cash equivalents $ 51 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 4,858 Total assets 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 2,261 Total liabilities 2,261 Net assets and liabilities acquired $ 52,685 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Description of Business and Basis of Presentation (Details) [Line Items] | |||
Aggregate of shares (in Shares) | 25,000,000 | ||
Commitment amount | $ 250,000 | ||
Non guaranteed preferred return percentage | 12.00% | ||
Increments | $ 100,000 | ||
Redemptions value | 127,391 | $ 17,489 | |
Unpaid amount | $ 1,500 | ||
Redeemable noncontrolling interest | $ 71,852 | ||
Class A common stock [Member] | |||
Description of Business and Basis of Presentation (Details) [Line Items] | |||
Par value (in Dollars per share) | $ 0.0001 | ||
Class A common stock [Member] | MoneyLion [Member] | |||
Description of Business and Basis of Presentation (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Percentage of tax benefit | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of the estimated useful lives of property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | 5 years |
Furniture and fixtures | 5 years |
Computers and equipment | 2 years |
Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | 15 years |
Furniture and fixtures | 7 years |
Computers and equipment | 5 years |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Business Combination (Details) [Line Items] | |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Business combination description | ●all outstanding warrants to purchase shares of Legacy MoneyLion preferred stock or Legacy MoneyLion Common Stock (“Legacy MoneyLion Warrants”) were either exercised and ultimately converted into shares of Legacy MoneyLion Common Stock or terminated; ● 11,231,595 outstanding shares of Legacy MoneyLion Common Stock (which includes the shares of Legacy MoneyLion Common Stock issued to former holders of Legacy MoneyLion Warrants) were cancelled in exchange for the right to receive 184,285,695 shares of MoneyLion Class A Common Stock; ● 2,360,627 outstanding and unexercised options to purchase shares of Legacy MoneyLion Common Stock (“Legacy MoneyLion Options”) converted into options to acquire 38,732,676 shares of MoneyLion Class A Common Stock, of which 18,861,298 options are vested and 19,871,378 options are unvested; and ●each holder of an outstanding share of Legacy MoneyLion Common Stock (following the Conversion) and/or Legacy MoneyLion Options (each such holder, an “Earnout Participant”) also received the right to receive the applicable pro rata portion of MoneyLion Class A Common Stock (the “Earnout Shares”) with respect to each share of MoneyLion Class A Common Stock or option exercisable for shares of MoneyLion Class A Common Stock, contingent upon MoneyLion Class A Common Stock reaching certain price milestones. 7.5 million and 10.0 million shares of MoneyLion Class A Common Stock will be issued if the MoneyLion Class A Common Stock share price equals or is greater than $12.50 and $16.50, respectively, for twenty out of any thirty consecutive trading days within five years of the Business Combination Closing Date. The Earnout Shares meet the conditions for equity classification in accordance with ASC 815-40. |
Sale of initial public offering shares (in Shares) | shares | 25,887,987 |
Cash proceeds | $ 293,239 |
Redemptions issuance shares (in Shares) | shares | 42,862,013 |
Upon consummation description | ●each outstanding share of Fusion Class B common stock automatically converted into one share of MoneyLion Class A Common Stock; and ● outstanding warrants to purchase the common stock of Fusion automatically converted into warrants to purchase shares of MoneyLion Class A Common Stock. As of the Business Combination Closing Date and following the completion of the sale of 25,000,000 shares of MoneyLion Class A Common Stock in the PIPE Financing, MoneyLion had the following outstanding securities: ● 227,147,708 shares of MoneyLion Class A Common Stock; ● 38,732,676 MoneyLion options, of which options to purchase 18,861,298 shares of MoneyLion Class A Common Stock were vested and options to purchase 19,871,378 shares of MoneyLion Class A Common stock were unvested; and ● 17,500,000 public warrants, each exercisable for one share of MoneyLion Class A Common Stock at a price of $11.50 per share and 8,100,000 private placement warrants, each exercisable for one share of MoneyLion Class A Common Stock at a price of $11.50 per share (assumed from Fusion). Conversion of Legacy MoneyLion shares was calculated utilizing the exchange ratio of approximately 16.4078 per share of MoneyLion Class A Common Stock (the “Exchange Ratio”). |
Net increase in cash | $ 293,239 |
Business combination proceeds | 250,000 |
Underwriter fees | $ 13,150 |
PIPE [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 25,000,000 |
Sponsor [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 8,750,000 |
Fusion [Member] | |
Business Combination (Details) [Line Items] | |
Public stockholders shares (in Shares) | shares | 9,112,013 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Business Combination (Details) [Line Items] | |
Business combination per share (in Dollars per share) | $ / shares | $ 10 |
business combination aggregate amount | $ 258,896 |
Costs for the business combination | 56,638 |
Transaction costs | $ 3,673 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of receivables [Abstract] | ||
Unsecured personal loan receivables | $ 1 | $ 66 |
Secured personal loan receivables | 77,491 | 43,804 |
Loan receivables | 77,492 | 43,870 |
Instacash receivables | 62,783 | 18,888 |
Finance receivables | 140,275 | 62,758 |
Fees receivable | 8,366 | 2,913 |
Membership receivables | 3,099 | 1,885 |
Deferred loan origination costs | 929 | 615 |
Accrued interest receivable | 1,072 | 623 |
Receivables, before allowance for loan losses | $ 153,741 | $ 68,794 |
Receivables (Details) - Sched_2
Receivables (Details) - Schedule of changes in allowance for losses on finance receivables - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Losses on receivables [Member] | ||
Receivables (Details) - Schedule of changes in allowance for losses on finance receivables [Line Items] | ||
Beginning balance | $ 9,127 | $ 6,613 |
Provision for loss on receivables | 60,749 | 21,294 |
Receivables charged off | (75,557) | (39,004) |
Recoveries | 28,004 | 20,224 |
Ending balance | 22,323 | 9,127 |
Losses on Finance Receivables [Member] | ||
Receivables (Details) - Schedule of changes in allowance for losses on finance receivables [Line Items] | ||
Beginning balance | 9,127 | 6,613 |
Provision for loss on receivables | 51,975 | 18,082 |
Receivables charged off | (65,711) | (33,719) |
Recoveries | 26,234 | 18,151 |
Ending balance | 21,625 | 9,127 |
Losses on Membership Receivables [Member] | ||
Receivables (Details) - Schedule of changes in allowance for losses on finance receivables [Line Items] | ||
Beginning balance | ||
Provision for loss on receivables | 3,170 | 1,856 |
Receivables charged off | (3,446) | (3,620) |
Recoveries | 554 | 1,764 |
Ending balance | 278 | |
Losses on fees receivable [Member] | ||
Receivables (Details) - Schedule of changes in allowance for losses on finance receivables [Line Items] | ||
Beginning balance | ||
Provision for loss on receivables | 5,604 | 1,356 |
Receivables charged off | (6,400) | (1,665) |
Recoveries | 1,216 | 309 |
Ending balance | $ 420 |
Receivables (Details) - Sched_3
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current, Amount | $ 122,477 | $ 54,247 |
Current, Percent | 87.30% | 86.40% |
Delinquency: | ||
Total delinquency, Amount | $ 17,798 | $ 8,511 |
Total delinquency, Percent | 12.70% | 13.60% |
Finance receivables before allowance for loan losses, Amount | $ 140,275 | $ 62,758 |
Finance receivables before allowance for loan losses, Percent | 100.00% | 100.00% |
Financing Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 13,397 | $ 6,148 |
Total delinquency, Percent | 9.60% | 9.80% |
Financing Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 4,401 | $ 2,363 |
Total delinquency, Percent | 3.10% | 3.80% |
Loans Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current, Amount | $ 66,514 | $ 38,133 |
Current, Percent | 85.80% | 86.90% |
Delinquency: | ||
Total delinquency, Amount | $ 10,978 | $ 5,737 |
Total delinquency, Percent | 14.20% | 13.10% |
Finance receivables before allowance for loan losses, Amount | $ 77,492 | $ 43,870 |
Finance receivables before allowance for loan losses, Percent | 100.00% | 100.00% |
Loans Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 6,577 | $ 3,374 |
Total delinquency, Percent | 8.50% | 7.70% |
Loans Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 4,401 | $ 2,363 |
Total delinquency, Percent | 5.70% | 5.40% |
Finance Receivable Instacash [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current, Amount | $ 55,963 | $ 16,114 |
Current, Percent | 89.10% | 85.30% |
Delinquency: | ||
Total delinquency, Amount | $ 6,820 | $ 2,774 |
Total delinquency, Percent | 10.90% | 14.70% |
Finance receivables before allowance for loan losses, Amount | $ 62,783 | $ 18,888 |
Finance receivables before allowance for loan losses, Percent | 100.00% | 100.00% |
Finance Receivable Instacash [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 6,820 | $ 2,774 |
Total delinquency, Percent | 10.90% | 14.70% |
Finance Receivable Instacash [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | ||
Total delinquency, Percent | 0.00% | 0.00% |
Membership Receivables [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current, Amount | $ 2,227 | $ 1,586 |
Current, Percent | 71.80% | 84.10% |
Delinquency: | ||
Total delinquency, Amount | $ 872 | $ 299 |
Total delinquency, Percent | 28.20% | 15.90% |
Finance receivables before allowance for loan losses, Amount | $ 3,099 | $ 1,885 |
Finance receivables before allowance for loan losses, Percent | 100.00% | 100.00% |
Membership Receivables [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 514 | $ 168 |
Total delinquency, Percent | 16.60% | 9.00% |
Membership Receivables [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 358 | $ 131 |
Total delinquency, Percent | 11.60% | 6.90% |
Fees Receivable [Member] | ||
Receivables (Details) - Schedule of assessment of the credit quality of finance receivables [Line Items] | ||
Current, Amount | $ 6,682 | $ 2,435 |
Current, Percent | 79.90% | 83.60% |
Delinquency: | ||
Total delinquency, Amount | $ 1,684 | $ 478 |
Total delinquency, Percent | 20.10% | 16.40% |
Finance receivables before allowance for loan losses, Amount | $ 8,366 | $ 2,913 |
Finance receivables before allowance for loan losses, Percent | 100.00% | 100.00% |
Fees Receivable [Member] | 31 to 60 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | $ 1,684 | $ 478 |
Total delinquency, Percent | 20.10% | 16.40% |
Fees Receivable [Member] | 61 to 90 days [Member] | ||
Delinquency: | ||
Total delinquency, Amount | ||
Total delinquency, Percent | 0.00% | 0.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 343 | $ 317 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 3,327 | $ 1,708 |
Less: accumulated depreciation | (1,526) | (1,206) |
Furniture and equipment, net | 1,801 | 502 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 545 | 464 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 573 | 448 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 2,209 | $ 796 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Abstract] | ||
Goodwill | $ 52,541 | $ 21,565 |
Amortization expense | $ 2,049 | $ 791 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of intangible assets [Abstract] | ||
Capitalized internal-use software, user life | 3 years | |
Capitalized internal-use software | $ 5,493 | $ 5,374 |
Work in process | $ 1,481 | 1,481 |
Proprietary technology, user life | 7 years | |
Proprietary technology | $ 6,130 | 6,130 |
Customer relationships, user life | 15 years | |
Customer relationships | $ 5,960 | |
Trade names, user life | 15 years | |
Trade names | $ 11,820 | |
Less: accumulated amortization, user life | (5,760) | (3,710) |
Intangible assets, net | $ 25,124 | $ 9,275 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense of intangible assets $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of amortization expense of intangible assets [Abstract] | |
2022 | $ 2,648 |
2023 | 2,221 |
2024 | 2,072 |
2025 | 2,061 |
2026 | 2,061 |
Thereafter | 12,580 |
Total | $ 23,643 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of other assets consisted - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of other assets consisted [Abstract] | ||
Receivable from payment processor - Debit card collections | $ 16,681 | $ 5,600 |
Receivable from payment processor - Other | 3,156 | 1,936 |
Prepaid expenses | 8,836 | 1,591 |
Other | 5,757 | 2,580 |
Total other assets | $ 34,430 | $ 11,707 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Exceeds aggregate principal amount percentage | 90.00% |
Variable Interest Entities (D_2
Variable Interest Entities (Details) - Schedule of consolidated financial statements - VIE [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets: | ||
Cash | $ 390 | |
Restricted cash | 39,396 | |
Finance receivables | 109,877 | 60,845 |
Allowance for losses on finance receivables | (17,081) | (8,581) |
Finance receivables, net | 92,796 | 52,264 |
Total assets | 132,192 | 52,654 |
Liabilities: | ||
Other debt | 143,000 | |
Total liabilities | $ 143,000 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Aug. 27, 2021 | Sep. 27, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Aug. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 22, 2021 | Apr. 30, 2018 | Aug. 31, 2016 |
Debt (Details) [Line Items] | ||||||||||||||||
Total interest rate | 14.00% | |||||||||||||||
Borrowed credit facilities | $ 22,000 | |||||||||||||||
Credit facility outstanding amount | $ 11,500 | $ 11,000 | ||||||||||||||
Bank loan interest | 6.75% | |||||||||||||||
Loan interest rate | 12.00% | |||||||||||||||
Maturity date | May 1, 2023 | Jul. 31, 2021 | ||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||
Repaid the original principal balance | $ 5,000 | |||||||||||||||
Principal balance | $ 24,028 | |||||||||||||||
Term loan | $ 5,000 | |||||||||||||||
Line of credit facility, description | The revolving line bears interest at the greater of (i) Wall Street Journal Prime Rate plus 2.25% and (ii) 6.50%. As of December 31, 2021, the revolving line interest rate was 6.5%. The revolving line matures on May 1, 2022. The term loan bears interest at the greater of (i) Wall Street Journal Prime Rate plus 3.25% and (ii) 7.50%. As of December 31, 2021, the term loan interest rate was 7.5%. Interest only on the term loan was payable until September 1, 2021, and thereafter outstanding principal is payable in thirty-nine equal instalments through the facility maturity date of May 1, 2024. | |||||||||||||||
Warrants received (in Shares) | 12,792 | |||||||||||||||
Company sold to a third-party lender | $ 10,000 | |||||||||||||||
Third-party lender percentage | 3.00% | |||||||||||||||
Third-party lenders, description | In January 2021, the Company sold to third-party lenders $36,750 of 3% subordinated convertible notes as part of the same series of notes issued in December 2020 maturing on July 31, 2021 (collectively, the “Subordinated Convertible Notes”), the proceeds of which were used to conduct its business. | |||||||||||||||
Total shares (in Shares) | 10,068,133 | |||||||||||||||
Convertible notes | $ 92,627 | |||||||||||||||
Credit and security agreement | $ 50,000 | |||||||||||||||
Borrowings under the agreement | $ 500,000 | |||||||||||||||
Granted warrants percentage | 2.50% | |||||||||||||||
Warrants outstanding (in Shares) | 255,402 | |||||||||||||||
Finance receivables | $ 61,732 | |||||||||||||||
Debt maturities principal | 35,000 | |||||||||||||||
Debt maturities principal | 8,333 | |||||||||||||||
Debt maturities principal | 695 | |||||||||||||||
Debt maturities principal | 146,000 | |||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Borrowings under the agreement | $ 3,207 | |||||||||||||||
Outstanding balance of the PPP loan | $ 3,207 | |||||||||||||||
ROAR 1 SPV Finance LLC [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Credit agreement | $ 100,000 | |||||||||||||||
Maturity date | 2025-03 | |||||||||||||||
Maximum borrowings under the agreement | $ 200,000 | |||||||||||||||
Bears interest rate | 12.50% | |||||||||||||||
Outstanding principal balance | 78,000 | |||||||||||||||
ROAR 2 SPV Finance LLC [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Credit agreement | $ 125,000 | |||||||||||||||
Maturity date | 2025-12 | |||||||||||||||
Maximum borrowings under the agreement | $ 300,000 | |||||||||||||||
Bears interest rate | 12.50% | |||||||||||||||
Outstanding principal balance | $ 68,000 | |||||||||||||||
Finance receivables | 48,145 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Total credit facility | $ 20,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Total credit facility | $ 27,000 | |||||||||||||||
6.75% Bank Loan [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Bank loan interest | 6.75% | 6.75% | 6.75% | |||||||||||||
Bank loan | $ 20,000 | |||||||||||||||
Second Lien Loan [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Initial principal balance | $ 5,000 | |||||||||||||||
Lien Loan bears interest | 12.00% | |||||||||||||||
Prime rate interest | 5.75% | |||||||||||||||
Interest not to exceed | 15.00% | |||||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||||||
Principal balance | $ 20,000 | |||||||||||||||
First Lien Loan [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Bank for loan facility | $ 25,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Federal statutory income tax rate | 21.00% | |
Federal statutory income tax rate | 21.00% | |
Valuation allowance | $ 81,860 | $ 59,099 |
Change in the valuation allowance | 22,761 | 7,566 |
Operating loss carryforwards | 517,700 | $ 377,300 |
Federal research and development credit carryforwards for income tax expense | $ 1,200 | |
Current carryforwards expiration term | If not used, the current carryforwards will expire beginning in 2034 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Expiration term | state operating loss carryforwards begin to expire in 2027 | |
U.S. Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Expiration term | $248,600 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of the federal statutory income tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the federal statutory income tax rate [Abstract] | ||
Federal statutory rate | $ (37,290) | $ (14,112) |
Federal statutory rate, percentage | 21.00% | 21.00% |
Effect of: | ||
State taxes, net of federal tax benefit | $ (6,324) | $ (1,377) |
State taxes, net of federal tax benefit, percentage | 3.56% | 2.05% |
Deferred rate change | $ (367) | $ (89) |
Deferred rate change, percentage | 0.21% | 0.13% |
Change in fair value of subordinated convertible notes | $ 8,794 | |
Change in fair value of subordinated convertible notes, percentage | (4.95%) | |
Change in fair value of warrant liability | $ 8,322 | |
Change in fair value of warrant liability, percentage | (4.69%) | |
Accrued dividends on redeemable convertible preferred stock | $ 3,614 | |
Accrued dividends on redeemable convertible preferred stock, percentage | (5.38%) | |
[Net operating loss return to provision] | $ 3,453 | |
[Net operating loss return to provision], percentage | (1.94%) | |
Other permanent differences | $ (473) | $ 3,320 |
Other permanent differences, percentage | 0.27% | (4.94%) |
Other | $ 1,180 | $ 1,084 |
Other, percentage | (0.66%) | (1.61%) |
Change in valuation allowance | $ 22,761 | $ 7,566 |
Change in valuation allowance, percentage | (12.83%) | (11.26%) |
Total | $ 56 | $ 6 |
Total, percentage | (0.03%) | (0.01%) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax (benefit) expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | 56 | $ 6 |
Current Federal and State, Tax Expense (Benefit) | 56 | 6 |
Deferred taxes | ||
Income tax benefit | $ 56 | $ 6 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of net deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of net deferred tax assets and liabilities [Abstract] | ||
Net operating loss carryforwards | $ 72,867 | $ 57,092 |
Allowance for losses on finance receivables | 6,318 | 2,283 |
Research and development credit | 1,173 | 1,173 |
Stock compensation | 326 | 206 |
Legal reserve | 465 | |
Other | 2,317 | 387 |
Total deferred tax assets, gross | 83,466 | 61,141 |
Less: valuation allowance | (81,860) | (59,099) |
Total deferred tax assets, net | 1,606 | 2,042 |
Deferred finance receivable fees and costs, net | (261) | (154) |
Depreciation of furniture and equipment | (1,312) | (1,888) |
Other | (33) | |
Total deferred tax liabilities | (1,606) | (2,042) |
Total deferred tax assets (liabilities), net |
Common Stock (Details)
Common Stock (Details) $ in Thousands | 1 Months Ended |
Sep. 22, 2021USD ($)shares | |
Common Stock [Abstract] | |
Business Combination shares | shares | 970,000 |
Common Stock redeemed | $ | $ 9,700 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) | Dec. 31, 2021shares |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable convertible preferred stock | 116,264,374 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||
Common stock designated shares | 2,492,060 | |
Percentage of total number of outstanding shares | 2.00% | |
Stock-based compensation (in Dollars) | $ 5,039 | $ 1,650 |
Restricted stock units | 627,228 | |
Weighted average grant date fair value per share (in Dollars per share) | $ 5.97 | |
Unamortized expense (in Dollars) | $ 3,344 | |
Weighted average years | 2 years 1 month 24 days | |
Options granted vesting expire | 4 years | |
Options granted expire | 10 years | |
Options vested | 6,977,038 | |
Aggregate intrinsic value (in Dollars) | $ 24,982 | |
Cost related to unvested options (in Dollars per share) | $ 11,911,000 | |
Incentive Plan [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Weighted average grant date fair value of options granted (in Dollars per share) | $ 1.5 | $ 0.38 |
Class A Common Stock [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Common stock pursuant to awards issued | 56,697,934 | |
Including common stock shares | 17,712,158 | |
Common stock subject outstanding | 38,985,776 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Expected Volatility | 65.00% | 65.00% |
Expected Dividend | ||
Expected Term in Years | 6 years 29 days | 6 years 29 days |
Expected Forfeitures | ||
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.59% | 0.34% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted average grant date fair value of options granted [Line Items] | ||
Risk Free Interest Rate | 0.67% | 1.47% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Schedule of represents activity within the 2021 Plan [Abstract] | |
Number of Shares Options outstanding beginning | shares | 35,453,516 |
Weighted Average Exercise Options Price Per Share outstanding beginning | $ / shares | $ 0.38 |
Weighted Average Remaining Contractual Term Options outstanding beginning | 8 years 1 month 6 days |
Aggregate Intrinsic Value Options outstanding beginning | $ | $ 266,548 |
Number of Shares Options outstanding ending | shares | 37,458,547 |
Weighted Average Exercise Options Price Per Share outstanding ending | $ / shares | $ 0.8 |
Weighted Average Remaining Contractual Term Options outstanding ending | 7 years 7 months 6 days |
Aggregate Intrinsic Value Options outstanding ending | $ | $ 121,108 |
Number of Shares Exercisable at September 30, 2021 | shares | 17,764,012 |
Weighted Average Exercise Options Price Per Share Exercisable at September 30, 2021 | $ / shares | $ 0.36 |
Weighted Average Remaining Contractual Term Exercisable at September 30, 2021 | 6 years 9 months 18 days |
Aggregate Intrinsic Value Exercisable at September 30, 2021 | $ | $ 65,265 |
Number of Shares Unvested at September 30, 2021 | shares | 19,694,535 |
Weighted Average Exercise Options Price Per Share Unvested at September 30, 2021 | $ / shares | $ 1.19 |
Number of Shares Options granted | shares | 6,524,723 |
Weighted Average Exercise Options Price Per Share Options granted | $ / shares | $ 2.57 |
Number of Shares Options exercised | shares | (2,062,803) |
Weighted Average Exercise Options Price Per Share Options exercised | $ / shares | $ 0.34 |
Aggregate Intrinsic Value Options exercised | $ | $ (13,268) |
Number of Shares Options forfeited | shares | (539,915) |
Weighted Average Exercise Options Price Per Share Options forfeited | $ / shares | $ 0.93 |
Number of Shares Options expired | shares | (1,916,974) |
Weighted Average Exercise Options Price Per Share Options expired | $ / shares | $ 0.2 |
Stock Warrants (Details)
Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 22, 2021 | Dec. 31, 2020 | |
Stock Warrants (Details) [Line Items] | |||
Warrants outstanding | 8,100,000 | ||
Fair value within additional paid-in capital | $ 708,175 | ||
MoneyLion [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrant price per share | $ 18 | ||
Warrant [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrant price per share | $ 0.01 | ||
Private Placement [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrants outstanding | 8,100,000 | ||
Aggregate value | $ 8,260 | ||
Public Warrants [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Fair value within additional paid-in capital | $ 23,275 | ||
Class A Common Stock [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrants outstanding | 17,500,000 | ||
Price per share | $ 11.5 |
Stock Warrants (Details) - Sche
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement - Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement [Line Items] | |
Strike price (in Dollars per share) | $ 11.5 |
Expected Volatility | 61.00% |
Expected Dividend | |
Expected Term in Years | 4 years 8 months 23 days |
Risk Free Interest Rate | 1.22% |
Warrant Value Per Share (in Dollars per share) | $ 1.02 |
Stock Warrants (Details) - Sc_2
Stock Warrants (Details) - Schedule of changes in fair value of the warrants - Public and Private Placement Warrants [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Stock Warrants (Details) - Schedule of changes in fair value of the warrants [Line Items] | |
Initial Measurement, September 22, 2021 | $ 29,466 |
Mark-to-market adjustment | (21,206) |
Warrants payable balance, December 31, 2021 | $ 8,260 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021USD ($) | |
Net Loss Per Share (Details) [Line Items] | ||
Exchange ratio | 16.4078 | |
Convertible preferred stock (in Dollars) | $ 56,931 | |
Class A Common Stock [Member] | ||
Net Loss Per Share (Details) [Line Items] | ||
Exchange ratio | 16.4078 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of net loss per common share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | |||
Net loss | $ (164,875) | $ (41,587) | |
Net income attributable to redeemable noncontrolling interests | (12,776) | (8,409) | |
Accretion of issuance costs on redeemable convertible preferred stock | |||
Reversal of previously accrued (accrual of) dividends on redeemable convertible preferred stock | 42,728 | (17,209) | |
Net loss attributable to common shareholders | $ (134,923) | $ (67,205) | |
Denominator: | |||
Weighted-average common shares outstanding - basic and diluted (in Shares) | [1] | 97,158,738 | 45,177,217 |
Net loss per share attributable to common stockholders - basic and diluted (in Dollars per share) | $ (1.39) | $ (1.49) | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. Additionally, included within net income attributable to common stockholders for the twelve months ended December 31, 2021 is an adjustment to reflect the reversal of previously accrued dividends on redeemable convertible preferred stock in the amount of $56,931 which were forfeited by the preferred stockholders in conjunction with the Business Combination. |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of potential common shares - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of potential common shares [Abstract] | |||
Conversion of redeemable convertible preferred stock | [1] | 116,264,358 | |
Warrants to purchase common stock and redeemable convertible preferred stock | [1] | 25,599,889 | 14,738,710 |
RSUs and Options to purchase common stock | [1] | 38,085,775 | 35,453,516 |
Right to receive Earnout Shares | 17,500,000 | ||
Total common stock equivalents | 81,185,664 | 166,456,584 | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 997 | $ 1,233 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of total minimum lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of total minimum lease payments [Abstract] | |
2022 | $ 776 |
2023 | 788 |
2024 | 811 |
2025 | 590 |
2026 | 140 |
Thereafter | |
Total minimum lease | $ 3,105 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Mergers and Acquisitions (Details) [Line Items] | |||
Restricted share amount | $ 35,000 | ||
Restricted share based amount | 35,000 | ||
Operating performance | $ 11,782 | ||
Change in fair value | 39,629 | $ 14,419 | |
Consideration amount | 6,130 | ||
Goodwill allocated | $ 21,565 | ||
MoneyLion [Member] | |||
Mergers and Acquisitions (Details) [Line Items] | |||
Shares issued (in Shares) | 4,181,441 | ||
Cash paid | $ 10,000 | ||
Debt facilities | $ 2,196 | ||
Wealth Technologies Inc [Member] | |||
Mergers and Acquisitions (Details) [Line Items] | |||
Percentage of outstanding common stock | 100.00% | ||
Exchange of shares (in Shares) | 539,592 | ||
Consideration amount | $ 27,929 | ||
MALKA Acquisition [Member] | |||
Mergers and Acquisitions (Details) [Line Items] | |||
Purchase price | 52,685 | ||
Accounts payable and accrued liabilities | 18,011 | ||
Change in fair value | $ 6,229 |
Mergers and Acquisitions (Det_2
Mergers and Acquisitions (Details) - Schedule of fair value of MALKA’s acquired assets and liabilities $ in Thousands | Nov. 15, 2021USD ($) |
Assets | |
Cash and cash equivalents | $ 51 |
Property and equipment | 1,281 |
Intangible assets | 17,780 |
Goodwill | 30,976 |
Other assets | 4,858 |
Total assets | 54,946 |
Liabilities: | |
Accounts payable and accrued liabilities | 2,261 |
Total liabilities | 2,261 |
Net assets and liabilities acquired | $ 52,685 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Aug. 27, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2021 |
Related Parties (Details) [Line Items] | ||||
Secured loan facility | $ 5,000 | |||
Interest expense | $ 421 | |||
MoneyLion paid | $ 6,624 | |||
Other earned revenue | $ 7,083 | |||
Series A Redeemable Convertible Preferred Shares [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Acquired outstanding | 100.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsequent Events (Details) [Line Items] | |
Options acquire shares (in Shares) | shares | 8,883,228 |
Aggregate shares of preferred stock | $ 8,000,000 |
Working capital | $ 5,700,000 |
Preferred Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Conversion price per share (in Dollars per share) | $ / shares | $ 10 |
Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Cash | $ 440,000,000 |
Series A Preferred Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
newly issued shares (in Shares) | shares | 28,164,811 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Cash | $ 14,500,000 |
Class A Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Options acquire shares (in Shares) | shares | 5,901,846 |