Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | MoneyLion Inc. | |
Trading Symbol | ML | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 235,665,550 | |
Amendment Flag | false | |
Entity Central Index Key | 0001807846 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39346 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0849243 | |
Entity Address, Address Line One | 30 West 21st Street | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | (212) | |
Local Phone Number | 300-9865 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 185,009 | $ 201,763 |
Restricted cash, including amounts held by variable interest entities (VIEs) of $61,888 and $39,396 | 63,978 | 44,461 |
Consumer receivables | 153,634 | 153,741 |
Allowance for credit losses on consumer receivables | (22,291) | (22,323) |
Consumer receivables, net, including amounts held by VIEs of $128,895 and $92,796 | 131,343 | 131,418 |
Enterprise receivables | 14,207 | 6,002 |
Property and equipment, net | 2,140 | 1,801 |
Intangible assets, net | 212,948 | 25,124 |
Goodwill | 161,678 | 52,541 |
Other assets | 37,932 | 28,428 |
Total assets | 809,235 | 491,538 |
Liabilities: | ||
Secured loans | 88,290 | 43,591 |
Accounts payable and accrued liabilities | 43,933 | 36,868 |
Warrant liability | 4,350 | 8,260 |
Other debt, including amounts held by VIEs of $152,625 and $143,000 | 152,625 | 143,000 |
Other liabilities | 81,948 | 26,585 |
Total liabilities | 371,146 | 258,304 |
Commitments and contingencies (Note 16) | ||
Redeemable convertible preferred stock (Series A), $0.0001 par value; 45,000,000 and 0 shares authorized as of March 31, 2022 and December 31, 2021, respectively, 28,693,931 shares issued and outstanding as of March 31, 2022 and 0 shares issued and outstanding as of December 31, 2021 | 194,675 | |
Stockholders’ equity: | ||
Class A Common Stock, $0.0001 par value; 2,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021, 236,520,057 and 235,550,057 issued and outstanding, respectively, as of March 31, 2022 and 231,452,448 and 230,482,448 issued and outstanding, respectively, as of December 31, 2021 | 24 | 23 |
Additional paid-in capital | 723,394 | 708,175 |
Accumulated deficit | (470,304) | (465,264) |
Treasury stock at cost, 970,000 shares at March 31, 2022 and December 31, 2021 | (9,700) | (9,700) |
Total stockholders’ equity | 243,414 | 233,234 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 809,235 | $ 491,538 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Restricted cash, including amounts held by variable interest entities (in Dollars) | $ 61,888 | $ 39,396 |
Consumer receivables, net, including amounts held by VIEs (in Dollars) | 128,895 | 92,796 |
Other debt, including amounts held by VIEs (in Dollars) | $ 152,625 | $ 143,000 |
Treasury stock, shares | 970,000 | 970,000 |
Redeemable Convertible Preferred Stock (Series A) | ||
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 45,000,000 | 0 |
Redeemable convertible preferred stock, shares issued | 28,693,931 | 0 |
Redeemable convertible preferred stock, shares outstanding | 28,693,931 | 0 |
Class A Common Stock | ||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 236,520,057 | 231,452,448 |
Common stock, shares outstanding | 235,550,057 | 230,482,448 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenue | |||
Service and subscription revenue | $ 67,146 | $ 31,468 | |
Net interest income on loan receivables | 2,568 | 1,662 | |
Total revenue, net | 69,714 | 33,130 | |
Operating expenses | |||
Provision for credit losses on consumer receivables | 23,044 | 5,708 | |
Compensation and benefits | 22,043 | 7,057 | |
Marketing | 11,416 | 4,363 | |
Direct costs | 21,204 | 9,903 | |
Professional services | 7,288 | 3,586 | |
Technology-related costs | 4,505 | 2,199 | |
Other operating expenses | 10,769 | 1,082 | |
Total operating expenses | 100,269 | 33,898 | |
Net loss before other (expense) income and income taxes | (30,555) | (768) | |
Interest expense | (6,174) | (1,471) | |
Change in fair value of warrant liability | 3,910 | (31,230) | |
Change in fair value of subordinated convertible notes | (39,939) | ||
Change in fair value of contingent consideration from mergers and acquisitions | (682) | ||
Other (expense) income | (916) | 27 | |
Net loss before income taxes | (34,417) | (73,381) | |
Income tax (benefit) expense | (28,417) | 25 | |
Net loss | (6,000) | (73,406) | |
Net income attributable to redeemable noncontrolling interests | (2,767) | ||
Accrual of dividends on preferred stock | (1,028) | (4,842) | |
Net loss attributable to common shareholders | $ (7,028) | $ (81,015) | |
Net loss per share, basic and diluted (in Dollars per share) | [1] | $ (0.03) | $ (1.68) |
Weighted average shares used in computing net loss per share, basic and diluted (in Shares) | [1] | 230,737,284 | 48,348,187 |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s common stock (the “Legacy MoneyLion Common Stock”) for MoneyLion Class A Common Stock at an exchange ratio of approximately 16.4078 (the “Exchange Ratio”) in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Class ACommon Stock | Redeemable Convertible Preferred Stock (Series A) | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Redeemable Convertible Preferred Stock (All Series) | Redeemable Noncontrolling Interests | Total | |
Balances at Dec. 31, 2020 | $ (327,629) | $ (1,000) | $ 288,183 | $ 71,852 | $ (328,629) | ||||
Balances (in Shares) at Dec. 31, 2020 | [1] | 47,870,720 | 116,264,374 | ||||||
Stock-based compensation | 518 | 518 | |||||||
Exercise of stock options and warrants | 245 | 245 | |||||||
Exercise of stock options and warrants (in Shares) | [1] | 732,444 | |||||||
Accrued dividends on redeemable convertible preferred stock | (763) | (4,079) | 4,842 | (4,842) | |||||
Contributions from redeemable noncontrolling interests | 21,000 | ||||||||
Redemptions by redeemable noncontrolling interests | (2,656) | ||||||||
Distributions to redeemable noncontrolling interests | (1,969) | ||||||||
Net income (loss) | (76,173) | 2,767 | (76,173) | ||||||
Balances at Mar. 31, 2021 | (407,881) | (1,000) | $ 293,025 | $ 90,994 | (408,881) | ||||
Balances (in Shares) at Mar. 31, 2021 | [1] | 48,603,164 | 116,264,374 | ||||||
Balances at Dec. 31, 2021 | $ 23 | 708,175 | (465,264) | (9,700) | 233,234 | ||||
Balances (in Shares) at Dec. 31, 2021 | 230,482,448 | ||||||||
Stock-based compensation | 3,268 | 3,268 | |||||||
Exercise of stock options and warrants and vesting of RSUs | 421 | 421 | |||||||
Exercise of stock options and warrants and vesting of RSUs (in Shares) | 899,901 | ||||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC | $ 1 | 4,682 | 4,683 | ||||||
Issuance of common stock in connection with earnout and make-whole provisions related to the acquisition of Malka Media Group LLC (in Shares) | 4,167,708 | ||||||||
Issuance of options and preferred stock in connection with Even Acquisition | $ 193,647 | 8,963 | 8,963 | ||||||
Issuance of options and preferred stock in connection with Even Acquisition (in Shares) | 28,693,931 | ||||||||
Accrued dividends on preferred stock | $ 1,028 | (1,028) | (1,028) | ||||||
Other | (1,087) | 960 | (127) | ||||||
Net income (loss) | (6,000) | (6,000) | |||||||
Balances at Mar. 31, 2022 | $ 24 | $ 194,675 | $ 723,394 | $ (470,304) | $ (9,700) | $ 243,414 | |||
Balances (in Shares) at Mar. 31, 2022 | 235,550,057 | 28,693,931 | |||||||
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at the 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 (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (6,000) | $ (73,406) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Provision for credit losses on consumer receivables | 23,044 | 5,708 |
Depreciation and amortization expense | 3,421 | 514 |
Change in deferred fees and costs, net | 259 | 1,694 |
Change in fair value of warrants | (3,910) | 31,230 |
Change in fair value of subordinated convertible notes | 39,939 | |
Change in fair value of contingent consideration from mergers and acquisitions | 682 | |
Losses (gains) on foreign currency translation | 29 | (4) |
Expenses related to debt modification and prepayments | 730 | |
Stock compensation expense | 3,268 | 518 |
Deferred income taxes | (28,442) | |
Changes in assets and liabilities, net of effects of business combination: | ||
Accrued interest receivable | (34) | (83) |
Enterprise receivables | 1,658 | 71 |
Other assets | 666 | 11 |
Accounts payable and accrued liabilities | (2,350) | (2,901) |
Other liabilities | (1,672) | |
Net cash (used in) provided by operating activities | (8,651) | 3,291 |
Cash flows from investing activities: | ||
Net originations and collections of finance receivables | (22,872) | (15,110) |
Purchase of property, equipment and software | (823) | (35) |
Acquisition of Even Financial, net of cash acquired | (18,584) | |
Net cash used in investing activities | (42,279) | (15,145) |
Cash flows from financing activities: | ||
Repayments to secured/senior lenders | (24,028) | (1,127) |
Fees related to debt prepayment | (375) | |
Proceeds from special purpose vehicle credit facilities | 10,000 | |
Proceeds from issuance of subordinated convertible notes | 36,750 | |
Borrowings from secured lenders | 69,300 | |
Payment of deferred financing costs | (1,625) | |
Proceeds from issuance of common stock related to exercise of stock options and warrants | 421 | 245 |
Contributions from redeemable noncontrolling interests | 16,844 | |
Distributions to noncontrolling interests | (1,969) | |
Net cash provided by financing activities | 53,693 | 50,743 |
Net change in cash and restricted cash | 2,763 | 38,889 |
Cash and restricted cash, beginning of period | 246,224 | 20,927 |
Cash and restricted cash, end of period | 248,987 | 59,816 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4,990 | 569 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued dividends on preferred stock | 1,028 | 4,842 |
Lease liabilities incurred in exchange for operating right-of-use assets | $ 6,578 |
Description of Business and Bas
Description of Business and Basis Of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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 (the “NYSE”) 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. On February 17, 2022, MoneyLion acquired Even Financial Inc. (“Even Financial”). 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, bridging Product Partners and Channel Partners (as defined herein) via its application programming interface (“API”) and embedded finance marketplaces. The 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 network includes over 400 Product Partners and 500 Channel Partners, covering a breadth of financial services including loans, credit cards, mortgages, savings, and insurance products. The acquisition also expands MoneyLion’s addressable market, extends the reach of its own products and diversifies its revenue mix. Basis of Presentation Reclassification Receivable funding— 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. 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 and Note 8. “Variable Interest Entities” regarding VIE considerations related to the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments and adjustments to eliminate intercompany transactions and balances, necessary for a fair presentation of its financial position and its results of operations, changes in redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ equity (deficit) and cash flows. The Company’s accounting policies are set forth in Part II, Item 8 “Summary of Significant Accounting Policies” of the Company’s Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Included herein are certain updates to those policies. Revenue Recognition and Related Receivables— Three Months Ended 2022 2021 Consumer revenues Service and subscription fees $ 46,394 $ 30,472 Net interest income on finance receivables 2,568 1,662 Total consumer revenues 48,962 32,134 Enterprise service revenues 20,752 996 Total revenue, net $ 69,714 $ 33,130 Service and subscription fees— The membership subscription fee is recognized on a daily basis throughout the term of the individual subscription agreements, as the control of the membership services is delivered to the customer evenly throughout that term. Subscription receivables are recorded at the amount billed to the customer. The Company policy is to suspend recognition of subscription revenue when the last scheduled subscription payment is 30 days past due, or when, in the Company’s estimation, the collectability of the account is uncertain. Membership subscription revenue is recognized gross over time. As the Company performs promised services to members, including those services that the members receive access to as part of the Credit Builder Plus membership, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company evaluates whether it is appropriate to recognize revenue on a gross basis or net of costs associated with the transaction based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfilment of the promise, and has the latitude in establishing pricing, among other factors. Most service fees are related to the Company’s Instacash advance product. Users may obtain cash from interest-free Instacash advances in 1-3 business days or may elect to receive cash immediately through the Company’s instant transfer option. The Company charges a fee when the instant transfer option is elected by a customer. Instant transfer fees are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. Net interest income on loan receivables— Enterprise service revenues— The Company has a single performance obligation to provide lead generating services to financial institutions and financial service providers (“Product Partners”) whereby qualified consumers are matched with financial solutions offered by the Product Partners based on qualification and preference. Lead generation fees are earned through the operation of a robust technology platform via an API that connects consumers to financial institutions and financial service providers. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized financial solution options and matches the demand and supply of financial services. The lead generating services conducted through the API comprise a series of distinct services that are substantially the same and have the same pattern of transfer. The Company is entitled to receive transaction fees that are based on performance structure, including but not limited to cost per funded loan, cost per approved credit card, cost per click or cost per savings accounts, or revenue share based on successful lead conversion. The transaction fees and revenue share are considered revenue from contracts with Product Partners, including financial institutions and other financial service providers. These fees and revenue share to which the Company expects to be entitled are deemed variable consideration because the loan volume over the contractual term is not known. Because the lead generating service performance obligation is a series of distinct services, the Company applies the variable consideration exception and allocates the variable consideration to the period in which the fees are earned, and recognizes revenue over time. The Company generates advertising fees by displaying ads on the Company’s mobile application and by sending emails or other messages to potential end-users to promote the enterprise clients’ services. For advertising services, the Company enters into agreements with the enterprise clients in the form of a signed contract, which specifies the terms of the services and fees, prior to running advertising and promotional campaigns. The Company recognizes revenue from the display of impression-based ads and distribution of impression-based emails in the period in which the impressions are delivered in accordance with the contractual terms of the enterprise clients’ arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Digital media and content production services provided to enterprise clients are generally earned and recognized over time as the performance obligations within the contracts are satisfied. Payment terms vary from contract to contract such that collections may occur in advance of services being rendered, as services are rendered or after services are rendered. Contracts for digital media and content production services are typically short-term in duration. Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on service and subscription fee receivables is established to provide probable losses incurred in the Company’s service and subscription fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Receivables from enterprise services have a low rate of default, and as such the related allowance is not material. The Company monitors enterprise receivable default rates for any indication of a deterioration in average credit quality that may result in more material levels of allowance for losses. Intangible Assets— Stock-Based Compensation The Company accounts for its stock options granted to employees or directors as stock-based compensation expense based on their grant date fair value. The Company uses a Black-Scholes option valuation model to measure the fair value of options at the date of grant. Some PSU awards are issued with a market condition which are valued on the grant date utilizing a Monte Carlo simulation model. The Black-Scholes option pricing model and the Monte Carlo simulation model require estimates of future stock price volatility, expected term, risk-free interest rate and forfeitures. The fair value of all 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. Valuation of consideration transferred related to mergers and acquisitions — The Company determined that the contingent consideration related to the earnout provision and preferred share equivalents in connection with the MALKA Acquisition and Even Acquisition (each as defined herein) do not meet the criteria for equity treatment. For provisions that do not meet all the criteria for equity treatment, the contingent consideration is required to be recorded at fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized as a non-cash gain or loss on the statements of operations. As such, the MALKA and Even Financial earnout provision is recorded as a liability and any change in fair value is recognized in the Company’s statements of operations. The fair value of the MALKA and Even Financial earnout was estimated using a Monte Carlo Simulation Model. The Company determined that the consideration related to the shares of MoneyLion’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Redeemable Convertible Preferred Stock”), transferred as part of the consideration for the Even Acquisition meets the criteria for equity treatment. The fair value of this consideration was estimated using a Monte Carlo Simulation Model and recorded to equity on the date of issuance. Leases Since an implicit rate of return is not readily determinable for the Company’s leases, an incremental borrowing rate is used in determining the present value of lease payments. The incremental borrowing rate is determined using the rate of interest the Company pays to borrow funds on a collateralized basis, adjusted for differences in the lease term compared to the Company’s debt using the differences in daily U.S. treasury par yield curve that correspond to the terms of the Company’s lease and debt. These rates are updated on a quarterly basis for measurement of new lease obligations. Some leases include renewal options; however, generally it is not reasonably certain that these options will be exercised at lease commencement. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the Company’s balance sheet. The Company separates lease and non-lease components for its real estate leases. Recently Adopted Accounting Pronouncements— Leases (Topic 842) Recently Issued Accounting Pronouncements Not Yet Adopted— 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 | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On September 21, 2021, Fusion held a Special Meeting (the “Special Meeting”) at which the Fusion stockholders considered and adopted, among other matters, the 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 and the MoneyLion Class A Common Stock and Public Warrants (as defined herein) began trading on the NYSE under the symbols “ML” and “ML WS”, respectively. See Part II, Item 8 “Business Combination” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 further discussion of these matters. |
Consumer Receivables
Consumer Receivables | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
CONSUMER RECEIVABLES | 4. CONSUMER RECEIVABLES The Company’s finance receivables consist of secured personal loans and principal amounts of Instacash advances. Accrued interest receivables represent the interest accrued on the loan receivables based upon the daily principal amount outstanding. Fees receivables represent the amounts due to the Company for tips and instant transfer fees related to the Instacash advance product. Subscription receivables represent the amounts billed to customers for subscription services. The credit quality and future repayment of consumer receivables are dependent upon the customer’s ability to perform under the terms of the agreement. Factors such as unemployment rates and housing values, among others, may impact the customer’s ability to perform under the loan or advance terms. When assessing provision for losses on consumer receivables, the Company takes into account the composition of the outstanding consumer receivables, charge-off rates to date and the forecasted principal loss rates. The tables below show consumer receivables balances as of March 31, 2022 and December 31, 2021 and the consumer receivables activity, charge-off rates and aging by product for the three months ended March 31, 2022 and 2021. Consumer receivables consisted of the following: March 31, December 31, 2022 2021 Unsecured personal loan receivables $ - $ 1 Secured personal loan receivables 71,610 77,491 Loan receivables 71,610 77,492 Instacash receivables 66,951 62,783 Finance receivables 138,561 140,275 Fees receivable 9,567 8,366 Membership receivables 3,408 3,099 Deferred loan origination costs 992 929 Accrued interest receivable 1,106 1,072 Receivables, before allowance for credit losses $ 153,634 $ 153,741 Changes in the allowance for losses on consumer receivables were as follows: Three Months Ended March 31, 2022 2021 Beginning balance $ 22,323 $ 9,127 Provision for credit losses on receivables 23,044 5,708 Receivables charged off (37,284 ) (14,436 ) Recoveries 14,208 9,828 Ending balance $ 22,291 $ 10,227 Changes in the allowance for losses on finance receivables were as follows: Three Months Ended March 31, 2022 2021 Beginning balance $ 21,625 $ 9,127 Provision for credit losses on receivables 19,502 4,859 Finance receivables charged off (32,958 ) (12,962 ) Recoveries 13,269 9,203 Ending balance $ 21,438 $ 10,227 Changes in the allowance for losses on fees receivable were as follows: Three Months Ended March 31, 2022 2021 Beginning balance $ 420 $ - Provision for credit losses on receivables 2,001 615 Fees receivable charged off (2,708 ) (948 ) Recoveries 779 333 Ending balance $ 492 $ - Changes in the allowance for losses on subscription receivables were as follows: Three Months Ended March 31, 2022 2021 Beginning balance $ 278 $ - Provision for credit losses on receivables 1,541 234 Membership receivables charged off (1,618 ) (526 ) Recoveries 160 292 Ending balance $ 361 $ - The following is an assessment of the repayment performance of loans as of March 31, 2022 and December 31, 2021 and presents the contractual delinquency of the loans receivable portfolio: March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 60,642 84.7 % $ 66,514 85.8 % Delinquency: 31 to 60 days 5,887 8.2 % 6,577 8.5 % 61 to 90 days 5,081 7.1 % 4,401 5.7 % Total delinquency 10,968 15.3 % 10,978 14.2 % Loan receivables before allowance for loan losses $ 71,610 100.0 % $ 77,492 100.0 % The following is an assessment of the repayment performance of Instacash receivables as of March 31, 2022 and December 31, 2021 and presents the contractual delinquency of the Instacash receivables portfolio: March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 60,364 90.2 % $ 55,963 89.1 % Delinquency: 31 to 60 days 6,587 9.8 % 6,820 10.9 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 6,587 9.8 % 6,820 10.9 % Instacash receivables before allowance for loan losses $ 66,951 100.0 % $ 62,783 100.0 % The following is an assessment of the repayment performance of fees receivable as of March 31, 2022 and December 31, 2021 and presents the contractual delinquency of the fees receivable portfolio: March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 7,725 80.7 % $ 6,682 79.9 % Delinquency: 31 to 60 days 1,842 19.3 % 1,684 20.1 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 1,842 19.3 % 1,684 20.1 % Fees receivable before allowance for loan losses $ 9,567 100.0 % $ 8,366 100.0 % The following is an assessment of the repayment performance of subscription receivables as of March 31, 2022 and December 31, 2021 and presents the contractual delinquency of the subscription receivables portfolio: March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 2,486 72.9 % $ 2,227 71.8 % Delinquency: 31 to 60 days 466 13.7 % 514 16.6 % 61 to 90 days 456 13.4 % 358 11.6 % Total delinquency 922 27.1 % 872 28.2 % Membership receivables before allowance for loan losses $ 3,408 100.0 % $ 3,099 100.0 % |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, December 31, 2022 2021 Leasehold improvements $ 486 $ 545 Furniture and fixtures 612 573 Computers and equipment 2,230 2,209 Construction in process 33 - 3,361 3,327 Less: accumulated depreciation (1,221 ) (1,526 ) Furniture and equipment, net $ 2,140 $ 1,801 Total depreciation expense related to property and equipment was $230 and $63 for the three months ended March 31, 2022 and 2021, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Goodwill as of March 31, 2022 and December 31, 2021 was $161,678 and $52,541, respectively. The increase relates to goodwill acquired from the acquisition of Even Financial. See Note 17, “Mergers and Acquisitions,” for more information regarding goodwill and other intangible assets acquired from Even Financial. Intangible assets consisted of the following: March 31, December 31, Useful Life 2022 2021 Proprietary technology and capitalized internal-use software 3 - 7 years $ 34,791 $ 11,623 Work in process 2,291 1,481 Customer relationships 10 - 15 years 159,820 5,960 Trade names 10 - 15 years 24,980 11,820 Less: accumulated amortization (8,934 ) (5,760 ) Intangible assets, net $ 212,948 $ 25,124 For the three months ended March 31, 2022 and 2021, total amortization expense was $3,191 and $451, respectively. The following table summarizes estimated future amortization expense of intangible assets placed in service at March 31, 2022 for the years ending: Remainder of 2022 $ 16,951 2023 22,219 2024 22,087 2025 22,087 2026 22,087 Thereafter 105,226 $ 210,657 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Other Assets [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other assets consisted of the following: March 31, December 31, 2022 2021 Receivable from payment processors $ 18,309 $ 18,576 Prepaid expenses 8,370 8,836 Operating lease right-of-use assets 8,722 - Other 2,531 1,016 Total other assets $ 37,932 $ 28,428 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Assets: Restricted cash $ 61,888 $ 39,396 Consumer receivables 152,491 109,877 Allowance for losses on consumer receivables (23,596 ) (17,081 ) Consumer receivables, net 128,895 92,796 Total assets $ 190,783 $ 132,192 Liabilities: Other debt $ 152,625 $ 143,000 Total liabilities $ 152,625 $ 143,000 Beginning in the fourth quarter of 2021, the Company’s primary source of funding for originated receivables became special purpose vehicle financings from third-party lenders (the “SPV Credit Facilities”). The Company may sell certain loan and Instacash receivables to wholly owned, bankruptcy-remote special purpose subsidiaries (the “SPV Borrowers”), which pledge such receivables 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 loan and Instacash receivables. The payments and interest, as applicable, received from the loan and Instacash receivables held by the SPV Borrowers are used to repay obligations under the SPV Credit Facilities. While the SPV Credit Facilities and related agreements provide assurances to the third-party lenders regarding the quality of loan and Instacash receivables and certain origination and servicing functions to be performed by other wholly owned subsidiaries of the Company, the third-party lender may absorb losses in the event that the payments and interest, as applicable, received in connection with the loan and Instacash receivables are not sufficient to repay the loans made through the SPV Credit Facilities. The Company is required to evaluate the SPV Borrowers for consolidation, which the Company has concluded are VIEs. The Company has the ability to direct the activities of the SPV Borrowers that most significantly impact the economic performance of the wholly owned subsidiaries that act as the originators and servicer of the loan and Instacash receivables held by the SPV Borrowers. Additionally, the Company has the obligation to absorb losses related to the pledged collateral in excess of the aggregate principal amount of the receivables and the right to proceeds related to the excess loan and Instacash receivables securing the SPV Credit Facilities once all loans and interest under such SPV Credit Facilities are repaid, which exposes the Company to losses and returns that could potentially be significant to the SPV Borrowers. Accordingly, the Company determined it is the primary beneficiary of the SPV Borrowers and is required to consolidate them as indirect wholly owned VIEs. For more information, see Note 9. “Debt” for discussion of the ROAR 1 SPV Credit Facility and the ROAR 2 SPV Credit Facility. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT The Company’s debt as of March 31, 2022 and December 31, 2021 is presented below: March 31, December 31, 2022 2021 First Lien Loan $ - $ 24,028 Second Lien Loan - 20,000 Monroe Term Loans 90,000 - Unamortized discounts and debt issuance costs (1,710 ) (437 ) Total secured loans $ 88,290 $ 43,591 ROAR 1 SPV Credit Facility $ 83,000 $ 78,000 ROAR 2 SPV Credit Facility 73,000 68,000 Unamortized discounts and debt issuance costs (3,375 ) (3,000 ) Total other debt $ 152,625 $ 143,000 For more information regarding debt instruments outstanding as of December 31, 2021, see Part II, Item 8 “Debt” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Monroe Term Loans ● $70,000 aggregate principal amount of term loans (the “Term A-1 Loans”), available to be drawn at the closing date; ● $20,000 aggregate principal amount of term loans (the “Term A-2 Loans”), as described further below; ● $20,000 aggregate principal amount of delayed draw term loans (the “Term B Loans”), which are available to be drawn for a period of 18-months following the closing date, subject to certain conditions set forth in the Monroe Credit Agreement; and ● subject to certain conditions set forth in the Monroe Credit Agreement, the ability to incur incremental commitments of up to $60,000 million aggregate principal amount of Term A-1 Loans or Term B Loans (the “Incremental Term Loans”; the Term A-1 Loans, the Term A-2 Loans, the Term B Loans and, if applicable, the Incremental Term Loans, collectively, the “Monroe Term Loans”). In connection with the foregoing, the Company borrowed Term A-1 Loans in an aggregate principal amount of $70.0 million. Proceeds of the Term A-1 Loans were used (a) to repay in full the approximately $24.0 million aggregate principal amount outstanding under the Company’s existing first lien loan facility with Silicon Valley Bank, as lender (the “First Lien Loan”), including accrued and unpaid interest and related fees, (b) to pay transaction-related fees and expenses and (c) for general corporate purposes and working capital needs of the Company and its subsidiaries. With respect to the Term A-2 Loans, pursuant to the Monroe Credit Agreement, the lenders thereunder were deemed to have rolled over their $20.0 million aggregate principal amount of term loans outstanding under the Borrower’s existing second lien loan with affiliates of Monroe Capital (the “Second Lien Loan”) in the same aggregate principal amount as their respective commitments with respect to the Term A-2 Loans, following which all obligations in respect of the Second Lien Loan were deemed to be satisfied and paid in full. The Term A-1 Loans and Term B Loans bear annual interest, payable monthly, at a floating rate measured by reference to, at the Company’s option, either (a) a base rate then in effect (equal to the greater of (i) the federal funds rate plus 0.50%, (ii) the prime rate, (iii) 2.00% and (iv) an adjusted one-month Secured Overnight Financing Rate (“SOFR”) (subject to a floor of 1.00%) plus 1.00%) plus an applicable margin ranging from 6.00% to 8.25% per annum, depending on whether the “EBITDA Trigger Date” has occurred, the Company’s “Enterprise Value” and, once the EBITDA Trigger Date has occurred, its “Total Debt to EBITDA Ratio” (as such terms are defined in the Monroe Credit Agreement) or (b) an adjusted one-month or three-month SOFR (subject to a floor of 1.00%) plus an applicable margin ranging from 7.00% to 9.25% per annum, depending on whether the EBITDA Trigger Date has occurred, the Company’s Enterprise Value and, once the EBITDA Trigger Date has occurred, its Total Debt to EBITDA Ratio. The Term A-2 Loans bear annual interest, payable monthly, at the greater of (i) 12% and (ii) a floating rate measured by reference to the prime rate plus 5.75% per annum, subject to a cap of 15%. The interest rate as of March 31, 2022 on the Term A-1 Loans and Term A-2 Loans was 9.50% and 12.00%, respectively. The Term A-1 Loans and the Term B Loans mature on March 24, 2026, and the Term A-2 Loans mature on May 1, 2023. The Monroe Term Loans may be prepaid at the Company’s option at any time, in minimum principal amounts, and are subject to mandatory prepayment in an amount equal to 100% of the net cash proceeds upon the occurrence of certain asset dispositions and equity and debt offerings, 100% of certain extraordinary cash receipts and 0-50% of certain excess cash flow, in each case as specified in the Monroe Credit Agreement and subject to certain reinvestment rights as set forth in the Monroe Credit Agreement. Upon the occurrence of certain triggering events, including any prepayment of any Monroe Term Loans for any reason (subject to limited exceptions), the Company is required to pay a premium ranging from 0.00% to 3.00% of the principal amount of such prepayment depending on the Monroe Term Loans repaid and the date of the prepayment, plus, in the case of any Monroe Term Loans other than Term A-2 Loans and in the event the prepayment occurs within 12 months after the closing date, all interest that would have otherwise been payable on the amount of the principal prepayment from the date of prepayment to and including the date that is 12 months after the closing date. The Monroe Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including financial covenants with respect to minimum adjusted revenue, EBITDA, liquidity and unrestricted cash (all as defined in the Monroe Credit Agreement). The negative covenants, among other things, limit or restrict the ability of the “Loan Parties” (as defined in the Monroe Credit Agreement) and their subsidiaries to: incur additional indebtedness; incur additional liens; make dividends, distributions and other restricted payments; merge, consolidate, sell, transfer, dispose of, convey or lease assets or equity interests; purchase or otherwise acquire assets or equity interests; modify organizational documents; enter into certain transactions with affiliates; enter into restrictive agreements; engage in other business activities; and make investments. The obligations under the Monroe Credit Agreement are guaranteed by MoneyLion Inc., as parent, and each of its direct and indirect existing and future wholly-owned subsidiary, other than SPVs, certain foreign subsidiaries, certain regulated subsidiaries and certain other excluded subsidiaries (the “Guarantors”). The Monroe Credit Agreement is entered into by MoneyLion Technologies Inc. The Monroe Credit Agreement is secured with a perfected, first-priority security interest in substantially all tangible and intangible assets of MoneyLion Technologies Inc. and each Guarantor, subject to certain customary exceptions. The settlement of the First Lien Loan was accounted for as a debt extinguishment and the Second Lien Loan was accounted for as a debt modification resulting in total expense recognized of $730 comprised of settlement fees and the write off of unamortized deferred financing costs. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases Disclosure [Abstract] | |
LEASES | 10. LEASES All long-term leases identified by the Company are classified as operating leases. Lease expenses related to long-term leases were $620 for the three months ended March 31, 2022. Short-term lease expense, variable lease expense and sublease income were not material for the three months ended March 31, 2022. The right-of-use assets and lease liabilities were $8,722 and $8,977, respectively, and were included in other assets and other liabilities, respectively, on the March 31, 2022 consolidated balance sheet. Maturities of the Company’s long-term operating lease liabilities were as follows: March 31, 2022 Remainder of 2022 $ 1,733 2023 2,870 2024 2,683 2025 2,496 2026 1,268 Thereafter 1,672 Total lease payments 12,722 Less: imputed interest 3,745 Lease liabilities $ 8,977 Weighted-average remaining lease term (years) 4.8 Weighted-average discount rate 14.3 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES During the three months ended March 31, 2022 and 2021, the Company maintained a valuation allowance of $63,729 and $81,890, respectively. The valuation allowance was recorded due to the fact that the Company has incurred operating losses to date. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by approximately $18,100 during the three months ended March 31, 2022 and increased by approximately $22,800 million during the three months ended March 31, 2021. The Company’s financial statements included a full valuation allowance against net deferred tax assets before the acquisition of Even Financial. After considering the Even Acquisition, the projected consolidated results, and the available net deferred tax liability from Even Financial of approximately $28,400, the Company was able to release part of the valuation allowance due to the change in the overall net deferred tax asset. While this adjustment is a result of the Even Acquisition, ASC 805 requires that the benefits be recognized in income or equity, as applicable, and not as a component of acquisition accounting. The partially offsetting increase to the valuation allowance of approximately $10,300 was in relation to normal business operations. Total U.S. federal and state operating loss carryforwards as of March 31, 2022 and December 31, 2021 were approximately $704,200 and $517,700, respectively. U.S. federal net operating loss carryforwards begin to expire in 2033, and state operating loss carryforwards begin to expire in 2027. U.S. federal net operating losses of approximately $341,500 million carry forward indefinitely. As of March 31, 2022, the Company’s federal research and development credit carryforwards for income tax purposes were approximately $1,200. If not used, the current carryforwards will expire beginning in 2034. The Company has completed a review to determine whether the future utilization of net operating loss and credit carryforwards will be restricted due to ownership changes that have occurred. The study determined that there will be no limit after December 31, 2025. Due to the net operating loss carryovers, the statute of limitations remains open for federal and state returns. |
Common and Preferred Stock
Common and Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Redeemable Convertible Preferred Stock [Abstract] | |
COMMON AND PREFERRED STOCK | 12. COMMON AND PREFERRED STOCK MoneyLion Class A Common Stock— Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of MoneyLion Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by MoneyLion’s board of directors out of funds legally available therefor. In the event of any voluntary or involuntary liquidation, dissolution or winding up of MoneyLion’s affairs, the holders of the shares of MoneyLion Class A Common Stock are entitled to share ratably in all assets remaining after payment of MoneyLion’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of MoneyLion Class A Common Stock, then outstanding, if any. The holders of shares of MoneyLion Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of MoneyLion Class A Common Stock. The rights, preferences and privileges of holders of shares of MoneyLion Class A Common Stock will be subject to those of the holders of any shares of the preferred stock MoneyLion may issue in the future. Series A Redeemable Convertible Preferred Stock Holders of the Series A Redeemable Convertible Preferred Stock are entitled to a 30 cent cumulative annual dividend per share, payable at the Company’s election in either cash or MoneyLion Class A Common Stock (or a combination thereof), with any dividends on the MoneyLion Class A Common Stock valued based on the per share volume-weighted average price of the shares of MoneyLion Class A Common Stock on the NYSE for the 20 trading days ending on the trading day immediately prior to the date on which the dividend is paid. Upon a liquidation of the Company, holders of the Series A Redeemable Convertible Redeemable Preferred Stock will be entitled to a liquidation preference of the greater of $10.00 per share or the amount per share that such holder would have received had the Series A Redeemable Convertible Preferred Stock been converted into MoneyLion Class A Common Stock immediately prior to the liquidation. Shares of Series A Convertible Redeemable Preferred Stock are convertible into shares of MoneyLion Class A Common Stock on a one-for-one basis, subject to customary anti-dilution adjustments. The Series A Redeemable Convertible Preferred Stock (i) is convertible at any time upon the holder’s election and (ii) automatically converts into MoneyLion Class A Common Stock if the per share volume-weighted average price of the shares of MoneyLion Class A Common Stock on the NYSE equals or exceeds $10.00 on any 20 trading days (which may be consecutive or nonconsecutive) within any consecutive 30 trading day period that ends no later than the last day of the lockup period that applies to such shares of Series A Redeemable Convertible Preferred Stock. Preferred Stock Issued Before the Business Combination— 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 Part II, Item 8 “Business Combination” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for further discussion of the Business Combination. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION 2021 Stock Incentive Plan At the Special Meeting, Fusion stockholders approved the Company’s Omnibus Incentive Plan (the “2021 Plan”). As of the Business Combination Closing, each Legacy MoneyLion option to purchase shares of Legacy MoneyLion Common Stock (a “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 Legacy 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 to be recognized. There were no changes to the vesting period within the 2021 Plan. Stock-based compensation of $3,268 and $518 was recognized during the three months ended March 31, 2022 and 2021, respectively. The number of units awarded under the 2021 Plan are generally based on a weighted average of the MoneyLion Class A Common Stock in the days leading up to the grant. Fair values for options are calculated using a Black-Scholes option pricing model and PSUs with market conditions are fair valued using a Monte Carlo simulation model. Other grants are generally valued using the share price of MoneyLion Class A Common Stock on the day of grant. The following table represents activity within the 2021 Plan for the three months ended March 31, 2022: Type Vesting Conditions Units Granted Weighted Average Grant Date Fair Value Weighted Average Strike Price Restricted Stock Unit Service-based 10,990,884 $ 2.42 n/a Performance Stock Unit Service and performance-based 2,492,919 $ 2.69 n/a Performance Stock Unit Service and market-based 9,303,278 $ 0.92 n/a Options Service-based 822,631 $ 2.07 $ 1.14 |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Stock Warrants [Abstract] | |
STOCK WARRANTS | 14. STOCK WARRANTS Public Warrants and Private Placement Warrants As a result of the Business Combination, MoneyLion acquired from Fusion, as of September 22, 2021, public warrants outstanding to purchase an aggregate of 17,500,000 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”). The Public Warrants meet the conditions for equity classification in accordance with ASC 815-40. At the time of the Business Combination, the Public Warrants assumed by the Company were recorded at fair value within additional paid-in capital in the amount of $23,275. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the consolidated balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants liability in the consolidated statement of operations. The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is calculated using Level 3 inputs. The primary unobservable input 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 the Private Placement Warrants: March 31, 2022 Strike price $ 11.50 Expected Volatility 68 % Expected Dividend - Expected Term in Years 4.48 Risk Free Interest Rate 2.43 % Warrant Value Per Share $ 0.54 The following table presents the changes in the liability related to the Private Placement Warrants: March 31, 2022 Private Placement Warrants Warrants payable balance, December 31, 2021 $ 8,260 Mark-to-market adjustment $ (3,910 ) Warrants payable balance, March 31, 2022 $ 4,350 For more information regarding the Public Warrants and Private Placement Warrants, see Part II, Item 8 “Stock Warrants” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Legacy MoneyLion Warrants For details on Legacy MoneyLion warrants, see Part II, Item 8 “Business Combination” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table sets forth the computation of net loss per common share for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (6,000 ) $ (73,406 ) Net income attributable to redeemable noncontrolling interests - (2,767 ) Accrual of dividends on preferred stock (1,028 ) (4,842 ) Net loss attributable to common shareholders $ (7,028 ) $ (81,015 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 230,737,284 48,348,187 Net loss per share attributable to common stockholders - basic and diluted (1) $ (0.03 ) $ (1.68 ) (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for MoneyLion Class A Common Stock at the Exchange Ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. For the three months ended March 31, 2022 and 2021, the Company’s potentially dilutive securities, which include stock options, RSUs, PSUs, preferred stock, the right to receive earnout shares 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 for the three months ended March 31, 2022 and 2021. The following potential common shares have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2022 and 2021: March 31, 2022 2021 Conversion of convertible preferred stock (1) 28,693,931 116,264,374 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 14,738,710 PSUs, RSUs and options to purchase common stock (1) 65,193,606 41,090,725 Right to receive earnout shares 17,500,000 - Total common stock equivalents 136,987,426 172,093,809 (1) Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at the 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 | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Legal Matters— 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. We have received and are in the process of responding to 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. We have received and are in the process of responding to investigative subpoenas from the SEC 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 | 3 Months Ended |
Mar. 31, 2022 | |
Mergers and Acquisitions [Abstract] | |
MERGERS AND ACQUISITIONS | 17. MERGERS AND ACQUISITIONS Even Financial— 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 Product 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 Company’s Series A Redeemable Convertible Preferred Stock, along with an additional 529,120 shares of Series A Redeemable Convertible Preferred Stock to advisors of Even Financial for transaction expenses, valued at $193,647, (ii) paid to certain Even Financial management equityholders approximately $14,514 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, of which the vested portion at the acquisition date was valued at $8,963. The equityholders and advisors 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 Series A Redeemable Convertible Preferred Stock, based on the attributed revenue of Even Financial’s business during the 13-month period commencing January 1, 2022 (the “Earnout”), and certain recipients of options to acquire shares of the Company’s Class A common stock are entitled to receive dividend equivalents in lieu of receiving Series A Redeemable Convertible Preferred Stock, subject to certain conditions (the “Preferred Stock Equivalents”). The combined value of the Earnout and Preferred Stock Equivalents was $45,336 as of the closing of the Even Acquisition. The total purchase price was approximately $271,030, subject to customary purchase price adjustments for working capital and inclusive of amounts used to repay approximately $5,703 of existing indebtedness of Even Financial and pay $2,868 of seller transaction costs. The fair value of Even Financial’s acquired assets and liabilities were as follows: February 17, 2022 Assets Cash and cash equivalents $ 4,501 Enterprise receivables 9,863 Property and equipment 441 Intangible assets 190,320 Goodwill 109,375 Other assets 3,354 Total assets 317,854 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 9,258 Other liabilities 37,566 Total liabilities 46,824 Net assets and liabilities acquired $ 271,030 The Earnout and Preferred Share Equivalents were valued at $46,424 as of March 31, 2022, and were included in other liabilities on the consolidated balance sheet. The $368 change in fair value for the three months ended March 31, 2022 was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions. Due to the closing of the Even Acquisition occurring on February 17, 2022, there has not been sufficient time to finalize business combination accounting and related valuations of assets and liabilities acquired and consideration transferred as required by U.S. GAAP. Therefore, all balances recorded and disclosed as of March 31, 2022 are preliminary and subject to change. The Company’s pro forma revenue and net loss for the three months ended March 31, 2022 and 2021 below have been prepared as if Even Financial had been purchased on January 1, 2021. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense. Three Months Ended March 31, 2022 2021 Revenue $ 78,813 $ 41,603 Net loss $ (10,369 ) $ (82,357 ) The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the Even Acquisition had been completed at January 1, 2021. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. 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 MALKA Acquisition. The payable in restricted shares based on 2021 and 2022 operating performance was valued at $12,922 and $18,011 as of March 31, 2022 and December 31, 2021, respectively, and was included in other liabilities on the consolidated balance sheets. The $406 change in fair value for the three months ended March 31, 2022 was included on the consolidated statement of operations as a component of the change in fair value of contingent consideration from mergers and acquisitions. The fair value of MALKA’s acquired assets and liabilities were as follows: November 15, 2021 Assets Cash and cash equivalents $ 51 Other receivables 4,760 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 98 Total assets 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 1,971 Other liabilities 290 Total liabilities 2,261 Net assets and liabilities acquired $ 52,685 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 16, 2022, the date on which these consolidated financial statements were available to be issued, and concluded that there were no material subsequent events requiring disclosure. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition and Related Receivables | Revenue Recognition and Related Receivables— Three Months Ended 2022 2021 Consumer revenues Service and subscription fees $ 46,394 $ 30,472 Net interest income on finance receivables 2,568 1,662 Total consumer revenues 48,962 32,134 Enterprise service revenues 20,752 996 Total revenue, net $ 69,714 $ 33,130 |
Service and subscription fees | Service and subscription fees— The membership subscription fee is recognized on a daily basis throughout the term of the individual subscription agreements, as the control of the membership services is delivered to the customer evenly throughout that term. Subscription receivables are recorded at the amount billed to the customer. The Company policy is to suspend recognition of subscription revenue when the last scheduled subscription payment is 30 days past due, or when, in the Company’s estimation, the collectability of the account is uncertain. Membership subscription revenue is recognized gross over time. As the Company performs promised services to members, including those services that the members receive access to as part of the Credit Builder Plus membership, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company evaluates whether it is appropriate to recognize revenue on a gross basis or net of costs associated with the transaction based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfilment of the promise, and has the latitude in establishing pricing, among other factors. Most service fees are related to the Company’s Instacash advance product. Users may obtain cash from interest-free Instacash advances in 1-3 business days or may elect to receive cash immediately through the Company’s instant transfer option. The Company charges a fee when the instant transfer option is elected by a customer. Instant transfer fees are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. The receivable related to the instant transfer option fee is recorded at the amount billed to the customer. With respect to the Company’s Instacash advance service, the Company provides customers with the option to provide a tip for the offering. Fees earned on tips are recognized gross over the term of the Instacash advance, as the services related to these fees are not distinct from the services of the Instacash advance. Advances typically include a term of 30 days or less, depending on the individual’s pay cycle. The Company’s policy is to suspend the account when an advance is 60 days or more past the scheduled payment date on a contractual basis or when, in the Company’s estimation, the collectability of the account is uncertain. The receivable related to the tip is recorded at the amount billed to the customer. |
Net interest income on loan receivables | Net interest income on loan receivables— |
Enterprise service revenues | Enterprise service revenues— The Company has a single performance obligation to provide lead generating services to financial institutions and financial service providers (“Product Partners”) whereby qualified consumers are matched with financial solutions offered by the Product Partners based on qualification and preference. Lead generation fees are earned through the operation of a robust technology platform via an API that connects consumers to financial institutions and financial service providers. The Company’s API platform functions as a powerful definitive search, comparison and ad recommendation engine that provides consumers with personalized financial solution options and matches the demand and supply of financial services. The lead generating services conducted through the API comprise a series of distinct services that are substantially the same and have the same pattern of transfer. The Company is entitled to receive transaction fees that are based on performance structure, including but not limited to cost per funded loan, cost per approved credit card, cost per click or cost per savings accounts, or revenue share based on successful lead conversion. The transaction fees and revenue share are considered revenue from contracts with Product Partners, including financial institutions and other financial service providers. These fees and revenue share to which the Company expects to be entitled are deemed variable consideration because the loan volume over the contractual term is not known. Because the lead generating service performance obligation is a series of distinct services, the Company applies the variable consideration exception and allocates the variable consideration to the period in which the fees are earned, and recognizes revenue over time. The Company generates advertising fees by displaying ads on the Company’s mobile application and by sending emails or other messages to potential end-users to promote the enterprise clients’ services. For advertising services, the Company enters into agreements with the enterprise clients in the form of a signed contract, which specifies the terms of the services and fees, prior to running advertising and promotional campaigns. The Company recognizes revenue from the display of impression-based ads and distribution of impression-based emails in the period in which the impressions are delivered in accordance with the contractual terms of the enterprise clients’ arrangements. Impressions are considered delivered when a member clicks on the advertisement or promotion. Digital media and content production services provided to enterprise clients are generally earned and recognized over time as the performance obligations within the contracts are satisfied. Payment terms vary from contract to contract such that collections may occur in advance of services being rendered, as services are rendered or after services are rendered. Contracts for digital media and content production services are typically short-term in duration. |
Allowance for Losses on Receivables | Allowance for Losses on Receivables— The Company’s charge-off policy is to charge-off finance receivables for loans and related accrued interest receivables, net of expected recoveries, in the month in which the account becomes 90 days contractually past due and charge-off finance receivables for advances and related fee receivables in the month in which the account becomes 60 days past due. If an account is deemed to be uncollectable prior to this date, the Company will charge-off the receivable in the month it is deemed uncollectable. The Company determines the past due status using the contractual terms of the finance receivables. This is the credit quality indicator used to evaluate the required allowance for losses on finance receivables for each portfolio of products. An allowance for losses on service and subscription fee receivables is established to provide probable losses incurred in the Company’s service and subscription fee receivables at the balance sheet date and is established through a provision for losses on receivables. Charge-offs, net of recoveries, are charged directly to the allowance. The allowance is based on management’s assessment of historical charge-offs and recoveries on these receivables, as well as certain qualitative factors including current economic conditions that may affect the customers’ ability to pay. Prior to the period ended June 30, 2021, the allowance related to these receivables had not been material to the consolidated financial statements. Receivables from enterprise services have a low rate of default, and as such the related allowance is not material. The Company monitors enterprise receivable default rates for any indication of a deterioration in average credit quality that may result in more material levels of allowance for losses. |
Intangible Assets | Intangible Assets— |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock options granted to employees or directors as stock-based compensation expense based on their grant date fair value. The Company uses a Black-Scholes option valuation model to measure the fair value of options at the date of grant. Some PSU awards are issued with a market condition which are valued on the grant date utilizing a Monte Carlo simulation model. The Black-Scholes option pricing model and the Monte Carlo simulation model require estimates of future stock price volatility, expected term, risk-free interest rate and forfeitures. The fair value of all 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. |
Valuation of consideration transferred related to mergers and acquisitions | Valuation of consideration transferred related to mergers and acquisitions — The Company determined that the contingent consideration related to the earnout provision and preferred share equivalents in connection with the MALKA Acquisition and Even Acquisition (each as defined herein) do not meet the criteria for equity treatment. For provisions that do not meet all the criteria for equity treatment, the contingent consideration is required to be recorded at fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized as a non-cash gain or loss on the statements of operations. As such, the MALKA and Even Financial earnout provision is recorded as a liability and any change in fair value is recognized in the Company’s statements of operations. The fair value of the MALKA and Even Financial earnout was estimated using a Monte Carlo Simulation Model. The Company determined that the consideration related to the shares of MoneyLion’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Redeemable Convertible Preferred Stock”), transferred as part of the consideration for the Even Acquisition meets the criteria for equity treatment. The fair value of this consideration was estimated using a Monte Carlo Simulation Model and recorded to equity on the date of issuance. |
Leases | Leases Since an implicit rate of return is not readily determinable for the Company’s leases, an incremental borrowing rate is used in determining the present value of lease payments. The incremental borrowing rate is determined using the rate of interest the Company pays to borrow funds on a collateralized basis, adjusted for differences in the lease term compared to the Company’s debt using the differences in daily U.S. treasury par yield curve that correspond to the terms of the Company’s lease and debt. These rates are updated on a quarterly basis for measurement of new lease obligations. Some leases include renewal options; however, generally it is not reasonably certain that these options will be exercised at lease commencement. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the Company’s balance sheet. The Company separates lease and non-lease components for its real estate leases. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements— Leases (Topic 842) |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted— 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) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition and related receivables | Three Months Ended 2022 2021 Consumer revenues Service and subscription fees $ 46,394 $ 30,472 Net interest income on finance receivables 2,568 1,662 Total consumer revenues 48,962 32,134 Enterprise service revenues 20,752 996 Total revenue, net $ 69,714 $ 33,130 |
Consumer Receivables (Tables)
Consumer Receivables (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of consumer receivables | March 31, December 31, 2022 2021 Unsecured personal loan receivables $ - $ 1 Secured personal loan receivables 71,610 77,491 Loan receivables 71,610 77,492 Instacash receivables 66,951 62,783 Finance receivables 138,561 140,275 Fees receivable 9,567 8,366 Membership receivables 3,408 3,099 Deferred loan origination costs 992 929 Accrued interest receivable 1,106 1,072 Receivables, before allowance for credit losses $ 153,634 $ 153,741 |
Schedule of changes in the allowance for losses on consumer receivables | Three Months Ended March 31, 2022 2021 Beginning balance $ 22,323 $ 9,127 Provision for credit losses on receivables 23,044 5,708 Receivables charged off (37,284 ) (14,436 ) Recoveries 14,208 9,828 Ending balance $ 22,291 $ 10,227 Three Months Ended March 31, 2022 2021 Beginning balance $ 21,625 $ 9,127 Provision for credit losses on receivables 19,502 4,859 Finance receivables charged off (32,958 ) (12,962 ) Recoveries 13,269 9,203 Ending balance $ 21,438 $ 10,227 Three Months Ended March 31, 2022 2021 Beginning balance $ 420 $ - Provision for credit losses on receivables 2,001 615 Fees receivable charged off (2,708 ) (948 ) Recoveries 779 333 Ending balance $ 492 $ - Three Months Ended March 31, 2022 2021 Beginning balance $ 278 $ - Provision for credit losses on receivables 1,541 234 Membership receivables charged off (1,618 ) (526 ) Recoveries 160 292 Ending balance $ 361 $ - |
Schedule of assessment of the repayment performance of loans | March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 60,642 84.7 % $ 66,514 85.8 % Delinquency: 31 to 60 days 5,887 8.2 % 6,577 8.5 % 61 to 90 days 5,081 7.1 % 4,401 5.7 % Total delinquency 10,968 15.3 % 10,978 14.2 % Loan receivables before allowance for loan losses $ 71,610 100.0 % $ 77,492 100.0 % March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 60,364 90.2 % $ 55,963 89.1 % Delinquency: 31 to 60 days 6,587 9.8 % 6,820 10.9 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 6,587 9.8 % 6,820 10.9 % Instacash receivables before allowance for loan losses $ 66,951 100.0 % $ 62,783 100.0 % March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 7,725 80.7 % $ 6,682 79.9 % Delinquency: 31 to 60 days 1,842 19.3 % 1,684 20.1 % 61 to 90 days - 0.0 % - 0.0 % Total delinquency 1,842 19.3 % 1,684 20.1 % Fees receivable before allowance for loan losses $ 9,567 100.0 % $ 8,366 100.0 % March 31, 2022 December 31, 2021 Amount Percent Amount Percent Current $ 2,486 72.9 % $ 2,227 71.8 % Delinquency: 31 to 60 days 466 13.7 % 514 16.6 % 61 to 90 days 456 13.4 % 358 11.6 % Total delinquency 922 27.1 % 872 28.2 % Membership receivables before allowance for loan losses $ 3,408 100.0 % $ 3,099 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, 2022 2021 Leasehold improvements $ 486 $ 545 Furniture and fixtures 612 573 Computers and equipment 2,230 2,209 Construction in process 33 - 3,361 3,327 Less: accumulated depreciation (1,221 ) (1,526 ) Furniture and equipment, net $ 2,140 $ 1,801 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of Intangible assets | March 31, December 31, Useful Life 2022 2021 Proprietary technology and capitalized internal-use software 3 - 7 years $ 34,791 $ 11,623 Work in process 2,291 1,481 Customer relationships 10 - 15 years 159,820 5,960 Trade names 10 - 15 years 24,980 11,820 Less: accumulated amortization (8,934 ) (5,760 ) Intangible assets, net $ 212,948 $ 25,124 |
Schedule of amortization expense of intangible assets | Remainder of 2022 $ 16,951 2023 22,219 2024 22,087 2025 22,087 2026 22,087 Thereafter 105,226 $ 210,657 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Assets [Abstract] | |
Schedule of other assets consisted | March 31, December 31, 2022 2021 Receivable from payment processors $ 18,309 $ 18,576 Prepaid expenses 8,370 8,836 Operating lease right-of-use assets 8,722 - Other 2,531 1,016 Total other assets $ 37,932 $ 28,428 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entities [Abstract] | |
Schedule of consolidated financial statements | March 31, December 31, 2022 2021 Assets: Restricted cash $ 61,888 $ 39,396 Consumer receivables 152,491 109,877 Allowance for losses on consumer receivables (23,596 ) (17,081 ) Consumer receivables, net 128,895 92,796 Total assets $ 190,783 $ 132,192 Liabilities: Other debt $ 152,625 $ 143,000 Total liabilities $ 152,625 $ 143,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | March 31, December 31, 2022 2021 First Lien Loan $ - $ 24,028 Second Lien Loan - 20,000 Monroe Term Loans 90,000 - Unamortized discounts and debt issuance costs (1,710 ) (437 ) Total secured loans $ 88,290 $ 43,591 ROAR 1 SPV Credit Facility $ 83,000 $ 78,000 ROAR 2 SPV Credit Facility 73,000 68,000 Unamortized discounts and debt issuance costs (3,375 ) (3,000 ) Total other debt $ 152,625 $ 143,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases Disclosure [Abstract] | |
Schedule of long-term operating lease liabilities | March 31, 2022 Remainder of 2022 $ 1,733 2023 2,870 2024 2,683 2025 2,496 2026 1,268 Thereafter 1,672 Total lease payments 12,722 Less: imputed interest 3,745 Lease liabilities $ 8,977 Weighted-average remaining lease term (years) 4.8 Weighted-average discount rate 14.3 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of represents activity within the 2021 Plan | Type Vesting Conditions Units Granted Weighted Average Grant Date Fair Value Weighted Average Strike Price Restricted Stock Unit Service-based 10,990,884 $ 2.42 n/a Performance Stock Unit Service and performance-based 2,492,919 $ 2.69 n/a Performance Stock Unit Service and market-based 9,303,278 $ 0.92 n/a Options Service-based 822,631 $ 2.07 $ 1.14 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock Warrants [Abstract] | |
Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants | March 31, 2022 Strike price $ 11.50 Expected Volatility 68 % Expected Dividend - Expected Term in Years 4.48 Risk Free Interest Rate 2.43 % Warrant Value Per Share $ 0.54 |
Schedule of changes in the liability related to the private placement warrants | March 31, 2022 Private Placement Warrants Warrants payable balance, December 31, 2021 $ 8,260 Mark-to-market adjustment $ (3,910 ) Warrants payable balance, March 31, 2022 $ 4,350 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schdeule of computation of net loss per common share | Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (6,000 ) $ (73,406 ) Net income attributable to redeemable noncontrolling interests - (2,767 ) Accrual of dividends on preferred stock (1,028 ) (4,842 ) Net loss attributable to common shareholders $ (7,028 ) $ (81,015 ) Denominator: Weighted-average common shares outstanding - basic and diluted (1) 230,737,284 48,348,187 Net loss per share attributable to common stockholders - basic and diluted (1) $ (0.03 ) $ (1.68 ) |
Schdeule of potential common shares | March 31, 2022 2021 Conversion of convertible preferred stock (1) 28,693,931 116,264,374 Warrants to purchase common stock and redeemable convertible preferred stock (1) 25,599,889 14,738,710 PSUs, RSUs and options to purchase common stock (1) 65,193,606 41,090,725 Right to receive earnout shares 17,500,000 - Total common stock equivalents 136,987,426 172,093,809 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Mergers and Acquisitions [Abstract] | |
Schedule of fair value of even financial’s acquired assets and liabilities | February 17, 2022 Assets Cash and cash equivalents $ 4,501 Enterprise receivables 9,863 Property and equipment 441 Intangible assets 190,320 Goodwill 109,375 Other assets 3,354 Total assets 317,854 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 9,258 Other liabilities 37,566 Total liabilities 46,824 Net assets and liabilities acquired $ 271,030 November 15, 2021 Assets Cash and cash equivalents $ 51 Other receivables 4,760 Property and equipment 1,281 Intangible assets 17,780 Goodwill 30,976 Other assets 98 Total assets 54,946 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities 1,971 Other liabilities 290 Total liabilities 2,261 Net assets and liabilities acquired $ 52,685 |
Schedule of the company’s pro forma revenue and net loss | Three Months Ended March 31, 2022 2021 Revenue $ 78,813 $ 41,603 Net loss $ (10,369 ) $ (82,357 ) |
Description of Business and B_2
Description of Business and Basis Of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2021 | Mar. 31, 2022 |
Description of Business and Basis Of Presentation (Details) [Line Items] | ||
Aggregate of shares (in Shares) | 25,000,000 | |
Commitment amount (in Dollars) | $ 250,000 | |
Class A Common Stock [Member] | ||
Description of Business and Basis Of Presentation (Details) [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Class A Common Stock [Member] | MoneyLion [Member] | ||
Description of Business and Basis Of Presentation (Details) [Line Items] | ||
Price per share | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Lease liability right-of-use asset | $ 3,551 | ||
Series A Redeemable Convertible Preferred Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of revenue recognition and related receivables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Consumer revenues | ||
Service and subscription fees | $ 46,394 | $ 30,472 |
Net interest income on finance receivables | 2,568 | 1,662 |
Total consumer revenues | 48,962 | 32,134 |
Enterprise service revenues | 20,752 | 996 |
Total revenue, net | $ 69,714 | $ 33,130 |
Consumer Receivables (Details)
Consumer Receivables (Details) - Schedule of consumer receivables - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of consumer receivables [Abstract] | ||
Unsecured personal loan receivables | $ 1 | |
Secured personal loan receivables | 71,610 | 77,491 |
Loan receivables | 71,610 | 77,492 |
Instacash receivables | 66,951 | 62,783 |
Finance receivables | 138,561 | 140,275 |
Fees receivable | 9,567 | 8,366 |
Membership receivables | 3,408 | 3,099 |
Deferred loan origination costs | 992 | 929 |
Accrued interest receivable | 1,106 | 1,072 |
Receivables, before allowance for credit losses | $ 153,634 | $ 153,741 |
Consumer Receivables (Details_2
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Losses on Consumer Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | $ 22,323 | $ 9,127 |
Provision for credit losses on receivables | 23,044 | 5,708 |
Receivables charged off | (37,284) | (14,436) |
Recoveries | 14,208 | 9,828 |
Ending balance | 22,291 | 10,227 |
Losses on Finance Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 21,625 | 9,127 |
Provision for credit losses on receivables | 19,502 | 4,859 |
Receivables charged off | (32,958) | (12,962) |
Recoveries | 13,269 | 9,203 |
Ending balance | 21,438 | 10,227 |
Losses on Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 420 | |
Provision for credit losses on receivables | 2,001 | 615 |
Receivables charged off | (2,708) | (948) |
Recoveries | 779 | 333 |
Ending balance | 492 | |
Losses on Subscription Receivables [Member] | ||
Consumer Receivables (Details) - Schedule of changes in the allowance for losses on consumer receivables [Line Items] | ||
Beginning balance | 278 | |
Provision for credit losses on receivables | 1,541 | 234 |
Receivables charged off | (1,618) | (526) |
Recoveries | 160 | 292 |
Ending balance | $ 361 |
Consumer Receivables (Details_3
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Current | $ 60,642 | $ 66,514 |
Current | 84.70% | 85.80% |
Total delinquency | $ 10,968 | $ 10,978 |
Total delinquency | 15.30% | 14.20% |
Finance receivables before allowance for loan losses | $ 71,610 | $ 77,492 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Current | $ 60,364 | $ 55,963 |
Current | 90.20% | 89.10% |
Total delinquency | $ 6,587 | $ 6,820 |
Total delinquency | 9.80% | 10.90% |
Finance receivables before allowance for loan losses | $ 66,951 | $ 62,783 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Current | $ 7,725 | $ 6,682 |
Current | 80.70% | 79.90% |
Total delinquency | $ 1,842 | $ 1,684 |
Total delinquency | 19.30% | 20.10% |
Finance receivables before allowance for loan losses | $ 9,567 | $ 8,366 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Current | $ 2,486 | $ 2,227 |
Current | 72.90% | 71.80% |
Total delinquency | $ 922 | $ 872 |
Total delinquency | 27.10% | 28.20% |
Finance receivables before allowance for loan losses | $ 3,408 | $ 3,099 |
Finance receivables before allowance for loan losses | 100.00% | 100.00% |
Thirty One To Sixty Days [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 5,887 | $ 6,577 |
Total delinquency | 8.20% | 8.50% |
Thirty One To Sixty Days [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 6,587 | $ 6,820 |
Total delinquency | 9.80% | 10.90% |
Thirty One To Sixty Days [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 1,842 | $ 1,684 |
Total delinquency | 19.30% | 20.10% |
Thirty One To Sixty Days [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 466 | $ 514 |
Total delinquency | 13.70% | 16.60% |
Sixty One To Ninety Days [Member] | Loans Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 5,081 | $ 4,401 |
Total delinquency | 7.10% | 5.70% |
Sixty One To Ninety Days [Member] | Finance Receivable Instacash [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | ||
Total delinquency | 0.00% | 0.00% |
Sixty One To Ninety Days [Member] | Fees Receivable [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | ||
Total delinquency | 0.00% | 0.00% |
Sixty One To Ninety Days [Member] | Subscription receivables [Member] | ||
Consumer Receivables (Details) - Schedule of assessment of the repayment performance of loans [Line Items] | ||
Total delinquency | $ 456 | $ 358 |
Total delinquency | 13.40% | 11.60% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 230 | $ 63 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 3,361 | $ 3,327 |
Less: accumulated depreciation | (1,221) | (1,526) |
Furniture and equipment, net | 2,140 | 1,801 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 486 | 545 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 612 | 573 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | 2,230 | 2,209 |
Construction in process [Membe] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment, gross | $ 33 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | |||
Goodwill | $ 161,678 | $ 52,541 | |
Amortization expense | $ 3,191 | $ 451 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software | $ 34,791 | $ 11,623 |
Work in process | 2,291 | 1,481 |
Customer relationships | 159,820 | 5,960 |
Trade names | 24,980 | 11,820 |
Less: accumulated amortization | (8,934) | (5,760) |
Intangible assets, net | $ 212,948 | $ 25,124 |
Minimum [Member] | ||
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software, Useful Life | 3 years | |
Customer relationships, Useful Life | 10 years | |
Trade names, Useful Life | 10 years | |
Maximum [Member] | ||
Intangible Assets (Details) - Schedule of Intangible assets [Line Items] | ||
Proprietary technology and capitalized internal-use software, Useful Life | 7 years | |
Customer relationships, Useful Life | 15 years | |
Trade names, Useful Life | 15 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of amortization expense of intangible assets $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of amortization expense of intangible assets [Abstract] | |
Remainder of 2022 | $ 16,951 |
2023 | 22,219 |
2024 | 22,087 |
2025 | 22,087 |
2026 | 22,087 |
Thereafter | 105,226 |
Total | $ 210,657 |
Other Assets (Details) - Schedu
Other Assets (Details) - Schedule of other assets consisted - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of other assets consisted [Abstract] | ||
Receivable from payment processors | $ 18,309 | $ 18,576 |
Prepaid expenses | 8,370 | 8,836 |
Operating lease right-of-use assets | 8,722 | |
Other | 2,531 | 1,016 |
Total other assets | $ 37,932 | $ 28,428 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Restricted cash | $ 61,888 | $ 39,396 |
Consumer receivables | 152,491 | 109,877 |
Allowance for losses on consumer receivables | (23,596) | (17,081) |
Consumer receivables, net | 128,895 | 92,796 |
Total assets | 190,783 | 132,192 |
Liabilities: | ||
Other debt | 152,625 | 143,000 |
Total liabilities | $ 152,625 | $ 143,000 |
Debt (Details)
Debt (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt (Details) [Line Items] | |
Monroe term loans description | In March 2022, the Company entered into a credit agreement (the “Monroe Credit Agreement”) with certain financial institutions from time to time party thereto, as lenders, and Monroe Capital Management Advisors, LLC, as administrative agent and lead arranger (“Monroe Capital”). The Monroe Credit Agreement provides for the following: ●$70,000 aggregate principal amount of term loans (the “Term A-1 Loans”), available to be drawn at the closing date; ●$20,000 aggregate principal amount of term loans (the “Term A-2 Loans”), as described further below; ●$20,000 aggregate principal amount of delayed draw term loans (the “Term B Loans”), which are available to be drawn for a period of 18-months following the closing date, subject to certain conditions set forth in the Monroe Credit Agreement; and ●subject to certain conditions set forth in the Monroe Credit Agreement, the ability to incur incremental commitments of up to $60,000 million aggregate principal amount of Term A-1 Loans or Term B Loans (the “Incremental Term Loans”; the Term A-1 Loans, the Term A-2 Loans, the Term B Loans and, if applicable, the Incremental Term Loans, collectively, the “Monroe Term Loans”). |
Borrowings under the agreement (in Dollars) | $ 70,000 |
Aggregate principal amount outstanding (in Dollars) | $ 24,000 |
Debt description | The Term A-1 Loans and Term B Loans bear annual interest, payable monthly, at a floating rate measured by reference to, at the Company’s option, either (a) a base rate then in effect (equal to the greater of (i) the federal funds rate plus 0.50%, (ii) the prime rate, (iii) 2.00% and (iv) an adjusted one-month Secured Overnight Financing Rate (“SOFR”) (subject to a floor of 1.00%) plus 1.00%) plus an applicable margin ranging from 6.00% to 8.25% per annum, depending on whether the “EBITDA Trigger Date” has occurred, the Company’s “Enterprise Value” and, once the EBITDA Trigger Date has occurred, its “Total Debt to EBITDA Ratio” (as such terms are defined in the Monroe Credit Agreement) or (b) an adjusted one-month or three-month SOFR (subject to a floor of 1.00%) plus an applicable margin ranging from 7.00% to 9.25% per annum, depending on whether the EBITDA Trigger Date has occurred, the Company’s Enterprise Value and, once the EBITDA Trigger Date has occurred, its Total Debt to EBITDA Ratio. The Term A-2 Loans bear annual interest, payable monthly, at the greater of (i) 12% and (ii) a floating rate measured by reference to the prime rate plus 5.75% per annum, subject to a cap of 15%. The interest rate as of March 31, 2022 on the Term A-1 Loans and Term A-2 Loans was 9.50% and 12.00%, respectively. |
Federal fund rate percentage | 0.50% |
Net cash proceeds percentage | 100.00% |
Equity and debt offerings percentage | 100.00% |
Minimum [Member] | |
Debt (Details) [Line Items] | |
Extraordinary cash receipts percentage | 0.00% |
Principal amount percentage | 0.00% |
Maximum [Member] | |
Debt (Details) [Line Items] | |
Extraordinary cash receipts percentage | 50.00% |
Principal amount percentage | 3.00% |
ROAR 1 SPV Finance LLC [Member] | |
Debt (Details) [Line Items] | |
Credit agreement (in Dollars) | $ 730 |
Second Lien Loan [Member] | |
Debt (Details) [Line Items] | |
Aggregate principal amount outstanding (in Dollars) | $ 20,000 |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | $ 88,290 | $ 43,591 |
Total other debt | 152,625 | 143,000 |
Unamortized discounts and debt issuance costs | (3,375) | (3,000) |
Unamortized discounts and debt issuance costs | (1,710) | (437) |
ROAR 1 SPV Credit Facility [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total other debt | 83,000 | 78,000 |
ROAR 2 SPV Credit Facility [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total other debt | 73,000 | 68,000 |
First Lien Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | 24,028 | |
Second Lien Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | 20,000 | |
Monroe Term Loan [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Total secured loans | $ 90,000 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases Disclosure [Abstract] | |
Long-term leases | $ 620 |
Right of use assets | 8,722 |
Right of use liabilities | $ 8,977 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of long-term operating lease liabilities $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of long-term operating lease liabilities [Abstract] | |
Remainder of 2022 | $ 1,733 |
2023 | 2,870 |
2024 | 2,683 |
2025 | 2,496 |
2026 | 1,268 |
Thereafter | 1,672 |
Total lease payments | 12,722 |
Less: imputed interest | 3,745 |
Lease liabilities | $ 8,977 |
Weighted-average remaining lease term (years) | 4 years 9 months 18 days |
Weighted-average discount rate | 14.30% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||||
Valuation allowance | $ 63,729 | $ 81,890 | ||
Valuation allowance increase (decrease) | 18,100 | $ 22,800,000 | ||
Deferred tax liability | 28,400 | |||
Offsetting increase decrease to valuation allowance | 10,300 | |||
Operating loss carryforwards | $ 704,200 | $ 517,700 | ||
Operating loss carryforwards, description | U.S. federal net operating loss carryforwards begin to expire in 2033, and state operating loss carryforwards begin to expire in 2027. | |||
Forecast [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Federal research and development credit carryforwards for income tax expense | $ 1,200 | |||
U.S. Federal [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating losses | $ 341,500,000 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Common and Preferred Stock (Details) [Line Items] | |
Common stock voting rights | one |
Series A Redeemable Convertible Preferred Stock [Member] | |
Common and Preferred Stock (Details) [Line Items] | |
Convertible preferred stock liquidation preference per share | $ 10 |
Class A Common Stock [Member] | |
Common and Preferred Stock (Details) [Line Items] | |
Volume-weighted average price | $ 10 |
Redeemable Convertible Preferred Stock [Member] | |
Common and Preferred Stock (Details) [Line Items] | |
Redeemable convertible preferred stock (in Shares) | shares | 116,264,374 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based compensation | $ 3,268 | $ 518 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Unit [Member] | |
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan [Line Items] | |
Vesting Conditions | Service-based |
Units Granted (in Shares) | shares | 10,990,884 |
Weighted Average Grant Date Fair Value | $ 2.42 |
Weighted Average Strike Price | |
Performance Stock Unit [Member] | |
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan [Line Items] | |
Vesting Conditions | Service and performance-based |
Units Granted (in Shares) | shares | 2,492,919 |
Weighted Average Grant Date Fair Value | $ 2.69 |
Weighted Average Strike Price | |
Performance Stock Unit One [Member] | |
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan [Line Items] | |
Vesting Conditions | Service and market-based |
Units Granted (in Shares) | shares | 9,303,278 |
Weighted Average Grant Date Fair Value | $ 0.92 |
Weighted Average Strike Price | |
Options [Member] | |
Stock-Based Compensation (Details) - Schedule of represents activity within the 2021 Plan [Line Items] | |
Vesting Conditions | Service-based |
Units Granted (in Shares) | shares | 822,631 |
Weighted Average Grant Date Fair Value | $ 2.07 |
Weighted Average Strike Price | $ 1.14 |
Stock Warrants (Details)
Stock Warrants (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2021 |
Stock Warrants (Details) [Line Items] | |||
Fair value within additional paid-in capital (in Dollars) | $ 723,394 | $ 708,175 | |
Private Placement Warrants [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrants outstanding | 8,100,000 | ||
Fair value within additional paid-in capital (in Dollars) | $ 23,275 | ||
Class A Common Stock [Member] | |||
Stock Warrants (Details) [Line Items] | |||
Warrants outstanding | 17,500,000 |
Stock Warrants (Details) - Sche
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants - Stock Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Stock Warrants (Details) - Schedule of quantitative information regarding level 3 fair value measurement of the private placement warrants [Line Items] | |
Strike price (in Dollars per share) | $ 11.5 |
Expected Volatility | 68.00% |
Expected Dividend | |
Expected Term in Years | 4 years 5 months 23 days |
Risk Free Interest Rate | 2.43% |
Warrant Value Per Share (in Dollars per share) | $ 0.54 |
Stock Warrants (Details) - Sc_2
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants - Private Placement Warrants [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stock Warrants (Details) - Schedule of changes in the liability related to the private placement warrants [Line Items] | |
Warrants payable balance, December 31, 2021 | $ 8,260 |
Mark-to-market adjustment | (3,910) |
Warrants payable balance, March 31, 2022 | $ 4,350 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) | 1 Months Ended |
Sep. 30, 2021 | |
Net Loss Per Share (Details) [Line Items] | |
Exchange ratio | 16.4078 |
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) - Schdeule of computation of net loss per common share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Numerator: | |||
Net loss | $ (6,000) | $ (73,406) | |
Net income attributable to redeemable noncontrolling interests | (2,767) | ||
Accrual of dividends on preferred stock | (1,028) | (4,842) | |
Net loss attributable to common shareholders | $ (7,028) | $ (81,015) | |
Denominator: | |||
Weighted-average common shares outstanding - basic and diluted (in Shares) | [1] | 230,737,284 | 48,348,187 |
Net loss per share attributable to common stockholders - basic and diluted (in Dollars per share) | [1] | $ (0.03) | $ (1.68) |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion’s Common Stock for MoneyLion Class A Common Stock at the Exchange Ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for details. |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schdeule of potential common shares - shares | Mar. 31, 2022 | Mar. 31, 2021 | |
Schdeule of potential common shares [Abstract] | |||
Conversion of convertible preferred stock | [1] | 28,693,931 | 116,264,374 |
Warrants to purchase common stock and redeemable convertible preferred stock | [1] | 25,599,889 | 14,738,710 |
PSUs, RSUs and options to purchase common stock | [1] | 65,193,606 | 41,090,725 |
Right to receive earnout shares | 17,500,000 | ||
Total common stock equivalents | 136,987,426 | 172,093,809 | |
[1] | Prior period results have been adjusted to reflect the exchange of Legacy MoneyLion Common Stock for MoneyLion Class A Common Stock at the Exchange Ratio of approximately 16.4078 in September 2021 as a result of the Business Combination. See Note 3, “Business Combination” for details. |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Mergers and Acquisitions (Details) [Line Items] | ||
Cash paid to equityholders | $ 14,514,000 | |
Exchange of shares (in Shares) | 8,883,228 | |
Common stock option to acquire (in Shares) | 5,901,846 | |
Class A Common stock vested value | $ 8,963 | |
Aggregate shares of series A convertible preferred stock (in Shares) | 8,000,000 | |
Earnout and preferref stock equivalents | $ 45,336 | |
Total purchase price | 271,030 | |
Working capital | 5,703 | |
Transaction costs | 2,868 | |
Preferred share value | 46,424 | |
Change in fair value | 368 | |
Debt facilities | 2,196 | |
Restricted share amount | 35,000 | |
Shares payable | $ 35,000 | |
Operating performance | 12,922 | $ 18,011 |
Consideration amount | $ 406 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Series A convertible preferred stock (in Shares) | 28,164,811 | |
Additional shares of series A convertible preferred stock (in Shares) | 529,120,000 | |
Transaction expenses | $ 193,647 | |
MALKA acquisition [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Operating performance | $ 11,782 | |
MoneyLion [Member] | ||
Mergers and Acquisitions (Details) [Line Items] | ||
Total purchase price (in Shares) | 52,685,000 | |
Shares issued (in Shares) | 4,181,441 | |
Cash paid | $ 10,000 |
Mergers and Acquisitions (Det_2
Mergers and Acquisitions (Details) - Schedule of fair value of even financial’s acquired assets and liabilities - USD ($) $ in Thousands | Feb. 17, 2022 | Nov. 15, 2021 |
Assets | ||
Cash and cash equivalents | $ 4,501 | $ 51 |
Enterprise receivables | 9,863 | |
Property and equipment | 441 | 1,281 |
Intangible assets | 190,320 | 17,780 |
Goodwill | 109,375 | 30,976 |
Other assets | 3,354 | 98 |
Total assets | 317,854 | 54,946 |
Liabilities: | ||
Accounts payable and accrued liabilities | 9,258 | 1,971 |
Other liabilities | 37,566 | 290 |
Total liabilities | 46,824 | 2,261 |
Net assets and liabilities acquired | $ 271,030 | 52,685 |
Assets | ||
Other receivables | $ 4,760 |
Mergers and Acquisitions (Det_3
Mergers and Acquisitions (Details) - Schedule of the company’s pro forma revenue and net loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of the company’s pro forma revenue and net loss [Abstract] | ||
Revenue | $ 78,813 | $ 41,603 |
Net loss | $ (10,369) | $ (82,357) |