PAGAYA TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (In thousands)
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2023 | | 2022 |
Assets | (Unaudited) | | (Audited) |
Current assets: | | | |
Cash and cash equivalents | $ | 252,578 | | | $ | 309,793 | |
Restricted cash | 26,280 | | | 22,539 | |
| | | |
Fees and other receivables (including related party receivables of $50,934 and $49,427 as of September 30, 2023 and December 31, 2022, respectively) | 67,460 | | | 59,219 | |
Investments in loans and securities | 249 | | | 1,007 | |
Prepaid expenses and other current assets (including related party assets of $18,395 and $18,783 as of September 30, 2023 and December 31, 2022, respectively) | 27,353 | | | 27,258 | |
Income tax receivable | 4,073 | | | — | |
Total current assets | 377,993 | | | 419,816 | |
Restricted cash | 5,320 | | | 4,744 | |
| | | |
Fees and other receivables (including related party receivables of $34,980 and $38,332 as of September 30, 2023 and December 31, 2022, respectively) | 35,393 | | | 38,774 | |
Investments in loans and securities | 665,405 | | | 462,969 | |
Equity method and other investments | 26,550 | | | 25,894 | |
Right-of-use assets | 54,587 | | | 61,077 | |
Property and equipment, net | 40,680 | | | 31,663 | |
Goodwill | 10,945 | | | — | |
| | | |
Intangible assets | 3,189 | | | — | |
Prepaid expenses and other assets | 145 | | | 142 | |
Total non-current assets | 842,214 | | | 625,263 | |
Total Assets | $ | 1,220,207 | | | $ | 1,045,079 | |
Liabilities and Shareholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 1,299 | | | $ | 1,739 | |
Accrued expenses and other liabilities (including related party liabilities of $668 and $636 as of September 30, 2023 and December 31, 2022, respectively) | 29,332 | | | 49,496 | |
Operating lease liability - current | 6,213 | | | 8,530 | |
Secured borrowing - current | 44,193 | | | 61,829 | |
Income taxes payable - current | 591 | | | 6,424 | |
Total current liabilities | 81,628 | | | 128,018 | |
Non-current liabilities: | | | |
Warrant liability | 5,163 | | | 1,400 | |
Revolving credit facility | 100,000 | | | 15,000 | |
Secured borrowing - non-current | 227,356 | | | 77,802 | |
Operating lease liability - non-current | 41,116 | | | 49,097 | |
Income taxes payable - non-current | 18,261 | | | 7,771 | |
Deferred tax liabilities, net - non-current | 581 | | | 568 | |
Total non-current liabilities | 392,477 | | | 151,638 | |
Total Liabilities | 474,105 | | | 279,656 | |
Redeemable convertible preferred shares, no par value, 80,000,000 shares authorized, 60,000,000 shares issued and outstanding as of September 30, 2023; aggregate liquidation preference of $150,000 as of September 30, 2023. | 74,250 | | | — | |
Shareholders’ equity: | | | |
Class A ordinary shares, no par value, 8,000,000,000 shares authorized, 561,622,225 and 508,377,199 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | — | | | — | |
Class B ordinary shares, no par value, 2,000,000,000 shares authorized, 151,827,730 and 174,934,392 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | — | | | — | |
Additional paid-in capital | 1,060,166 | | | 968,432 | |
Accumulated other comprehensive income (loss) | 3,985 | | | (713) | |
Accumulated deficit | (528,219) | | | (414,199) | |
Total Pagaya Technologies Ltd. shareholders’ equity | 535,932 | | | 553,520 | |
Noncontrolling interests | 135,920 | | | 211,903 | |
Total shareholders’ equity | 671,852 | | | 765,423 | |
Total Liabilities, Redeemable Convertible Preferred Shares, and Shareholders’ Equity | $ | 1,220,207 | | | $ | 1,045,079 | |
PAGAYA TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Revenue | | | | | | | |
Revenue from fees (including related party revenues of $157,590 and $171,300 for the three months ended September 30, 2023 and 2022, respectively, and $459,581 and $492,300 for the nine months ended September 30, 2023 and 2022) | $ | 201,447 | | | $ | 185,614 | | | $ | 562,386 | | | $ | 507,241 | |
Other Income | | | | | | | |
Interest income | 10,375 | | | 13,666 | | | 30,965 | | | 43,127 | |
Investment income (loss) (1) | (65) | | | 4,675 | | | 656 | | | 5,670 | |
Total Revenue and Other Income | 211,757 | | | 203,955 | | | 594,007 | | | 556,038 | |
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Production costs | 128,792 | | | 129,115 | | | 374,462 | | | 326,375 | |
Research and development | 18,039 | | | 38,643 | | | 56,833 | | | 127,379 | |
Sales and marketing | 11,339 | | | 26,579 | | | 40,197 | | | 90,229 | |
General and administrative | 53,425 | | | 73,790 | | | 157,567 | | | 236,863 | |
Total Costs and Operating Expenses | 211,595 | | | 268,127 | | | 629,059 | | | 780,846 | |
Operating Income (Loss) | 162 | | | (64,172) | | | (35,052) | | | (224,808) | |
Other income (loss), net | (47,260) | | | 3,233 | | | (131,135) | | | 9,846 | |
Loss Before Income Taxes | (47,098) | | | (60,939) | | | (166,187) | | | (214,962) | |
Income tax expense (benefit) | (1,158) | | | 6,065 | | | 10,515 | | | 25,604 | |
Net Loss Including Noncontrolling Interests | (45,940) | | | (67,004) | | | (176,702) | | | (240,566) | |
Less: Net income (loss) attributable to noncontrolling interests | (24,188) | | | 7,785 | | | (62,682) | | | 27,757 | |
Net Loss Attributable to Pagaya Technologies Ltd. | $ | (21,752) | | | $ | (74,789) | | | $ | (114,020) | | | $ | (268,323) | |
Per share data: | | | | | | | |
Net loss attributable to Pagaya Technologies Ltd. shareholders | $ | (21,752) | | | $ | (74,789) | | | $ | (114,020) | | | $ | (268,323) | |
Less: Undistributed earnings allocated to participated securities | — | | | — | | | — | | | (12,205) | |
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Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders | $ | (21,752) | | | $ | (74,789) | | | $ | (114,020) | | | $ | (280,528) | |
Net loss per share attributable to Pagaya Technologies Ltd.: | | | | | | | |
Basic and Diluted (2) | $ | (0.03) | | | $ | (0.11) | | | $ | (0.16) | | | $ | (0.73) | |
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Weighted average shares outstanding: | | | | | | | |
Basic and Diluted (2) | 728,563,796 | | | 679,431,901 | | | 715,411,921 | | | 381,831,895 | |
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(1) Includes income from proprietary investments.
(2) Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.
PAGAYA TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net Loss Including Noncontrolling Interests | $ | (45,940) | | | $ | (67,004) | | | $ | (176,702) | | | $ | (240,566) | |
Other Comprehensive Income: | | | | | | | |
Unrealized gain on securities available for sale, net | 5,084 | | | — | | | 27,911 | | | — | |
Comprehensive Loss Including Noncontrolling Interests | $ | (40,856) | | | $ | (67,004) | | | $ | (148,791) | | | $ | (240,566) | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (21,126) | | | 7,785 | | | (39,469) | | | 27,757 | |
Comprehensive Loss Attributable to Pagaya Technologies Ltd. | $ | (19,730) | | | $ | (74,789) | | | $ | (109,322) | | | $ | (268,323) | |
PAGAYA TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands, except share amounts)
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| Redeemable Convertible Preferred Shares | | | Ordinary Shares (Class A and Class B)
| | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings (Accumulated Deficit) | | Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit) | | Non-Controlling Interests | | Total Shareholders’ Equity |
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| Shares(1) | | Amount | | | Shares(1) | | Amount | |
Balance – June 30, 2023 | 60,000,000 | | | $ | 74,250 | | | | 708,909,068 | | | $ | — | | | $ | 1,027,687 | | | $ | 1,963 | | | $ | (506,467) | | | $ | 523,183 | | | $ | 179,940 | | | $ | 703,123 | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of ordinary shares upon exercise of share options | | | | | | 2,075,050 | | | — | | | 1,108 | | | | | | | 1,108 | | | | | 1,108 | |
Issuance of ordinary shares upon vesting of RSUs | | | | | | 602,816 | | | — | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares in connection with the acquisition of Darwin Homes, Inc. | | | | | | 128,182 | | | | | — | | | | | | | — | | | | | — | |
Issuance of ordinary shares from the Equity Financing Purchase Agreement | | | | | | 1,734,839 | | | | | 3,793 | | | | | | | 3,793 | | | | | 3,793 | |
Share-based compensation | | | | | | | | | | 23,177 | | | | | | | 23,177 | | | | | 23,177 | |
Reversal of issuance costs associated with the Business Combination and PIPE Investment | | | | | | | | | | 4,401 | | | | | | | 4,401 | | | | | 4,401 | |
Contributions of interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | 3,942 | | | 3,942 | |
Return of capital to interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | (26,836) | | | (26,836) | |
Other comprehensive income (loss) | | | | | | | | | | | | 2,022 | | | | | 2,022 | | | 3,062 | | | 5,084 | |
Net income (loss) | | | | | | | | | | | | | | (21,752) | | | (21,752) | | | (24,188) | | | (45,940) | |
Balance – September 30, 2023 | 60,000,000 | | | $ | 74,250 | | | | 713,449,955 | | | $ | — | | | $ | 1,060,166 | | | $ | 3,985 | | | $ | (528,219) | | | $ | 535,932 | | | $ | 135,920 | | | $ | 671,852 | |
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| Redeemable Convertible Preferred Shares | | | Ordinary Shares (Class A and Class B)
| | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings (Accumulated Deficit) | | Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit) | | Non-Controlling Interests | | Total Shareholders’ Equity |
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| Shares(1) | | Amount | | | Shares(1) | | Amount | |
Balance – December 31, 2022 | — | | | $ | — | | | | 683,311,591 | | | $ | — | | | $ | 968,432 | | | $ | (713) | | | $ | (414,199) | | | $ | 553,520 | | | $ | 211,903 | | | $ | 765,423 | |
Issuance of ordinary shares upon exercise of warrants | | | | | | 195,655 | | | — | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares upon exercise of share options | | | | | | 6,464,223 | | | — | | | 2,538 | | | | | | | 2,538 | | | | | 2,538 | |
Issuance of ordinary shares upon vesting of RSUs | | | | | | 3,433,719 | | | — | | | | | | | | | — | | | | | — | |
Issuance of preferred shares, net of issuance costs of $750 | 60,000,000 | | | 74,250 | | | | — | | | | | — | | | | | | | — | | | | | — | |
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Share-based compensation | | | | | | | | | | 62,868 | | | | | | | 62,868 | | | | | 62,868 | |
Reversal of issuance costs associated with the Business Combination and PIPE Investment | | | | | | | | | | 4,401 | | | | | | | 4,401 | | | | | 4,401 | |
Issuance of ordinary shares in connection with the acquisition of Darwin Homes, Inc. | | | | | | 18,309,928 | | | — | | | 18,134 | | | | | | | 18,134 | | | | | 18,134 | |
Issuance of ordinary shares from the Equity Financing Purchase Agreement | | | | | | 1,734,839 | | | | | 3,793 | | | | | | | 3,793 | | | | | 3,793 | |
Reclassification of warrants | | | | | | | | | | — | | | | | | | — | | | | | — | |
Reclassification of investments | | | | | | | | | | | | (1,881) | | | | | (1,881) | | | 18,341 | | | 16,460 | |
Contributions of interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | 19,235 | | | 19,235 | |
Return of capital to interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | (55,749) | | | (55,749) | |
Other comprehensive income (loss) | | | | | | | | | | | | 6,579 | | | | | 6,579 | | | 4,872 | | | 11,451 | |
Net income (loss) | | | | | | | | | | | | | | (114,020) | | | (114,020) | | | (62,682) | | | (176,702) | |
Balance – September 30, 2023 | 60,000,000 | | | $ | 74,250 | | | | 713,449,955 | | | $ | — | | | $ | 1,060,166 | | | $ | 3,985 | | | $ | (528,219) | | | $ | 535,932 | | | $ | 135,920 | | | $ | 671,852 | |
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| Redeemable Convertible Preferred Shares | | | Ordinary Shares
| | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings (Accumulated Deficit) | | Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit) | | Non-Controlling Interests | | Total Shareholders’ Equity |
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| Shares(1) | | Amount | | | Shares(1) | | Amount | |
Balance – June 30, 2022 | | | | | | 653,914,375 | | | $ | — | | | $ | 878,255 | | | $ | — | | | $ | (305,412) | | | $ | 572,843 | | | $ | 172,193 | | | $ | 745,036 | |
Issuance of ordinary shares upon exercise of warrants | | | | | | 21,170,017 | | | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares upon exercise of share options | | | | | | 5,573,732 | | | | | 1,034 | | | | | | | 1,034 | | | | | 1,034 | |
Issuance of ordinary shares upon vesting of RSUs | | | | | | 91,655 | | | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares related to commitment shares | | | | | | 46,536 | | | | | 1,000 | | | | | | | 1,000 | | | | | 1,000 | |
Share-based compensation | | | | | | | | | | 67,092 | | | | | | | 67,092 | | | | | 67,092 | |
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Contributions of interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | 63,466 | | | 63,466 | |
Return of capital to interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | (16,894) | | | (16,894) | |
Net income (loss) | | | | | | | | | | | | | | (74,789) | | | (74,789) | | | 7,785 | | | (67,004) | |
Balance – September 30, 2022 | — | | | $ | — | | | | 680,796,315 | | | $ | — | | | $ | 947,381 | | | $ | — | | | $ | (380,201) | | | $ | 567,180 | | | $ | 226,550 | | | $ | 793,730 | |
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| Redeemable Convertible Preferred Shares | | | Ordinary Shares
| | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings (Accumulated Deficit) | | Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit) | | Non-Controlling Interests | | Total Shareholders’ Equity |
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| Shares(1) | | Amount | | | Shares(1) | | Amount | |
Balance – December 31, 2021 | 406,399,029 | | | $ | 307,047 | | | | 194,345,791 | | | $ | — | | | $ | 113,170 | | | $ | — | | | $ | (111,878) | | | $ | 1,292 | | | $ | 176,060 | | | $ | 177,352 | |
Issuance of ordinary shares upon exercise of warrants | | | | | | 21,170,017 | | | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares upon exercise of share options | | | | | | 15,606,239 | | | | | 1,480 | | | | | | | 1,480 | | | | | 1,480 | |
Issuance of ordinary shares upon vesting of RSUs | | | | | | 96,326 | | | | | | | | | | | — | | | | | — | |
Issuance of ordinary shares related to commitment shares | | | | | | 46,536 | | | | | 1,000 | | | | | | | 1,000 | | | | | 1,000 | |
Issuance of ordinary shares in connection with the Business Combination and PIPE Investment, net of issuance costs of $57,400 | (406,399,029) | | | (307,047) | | | | 449,531,406 | | | | | 581,359 | | | | | | | 581,359 | | | | | 581,359 | |
Share-based compensation | | | | | | | | | | 229,797 | | | | | | | 229,797 | | | | | 229,797 | |
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Reclassification of warrants | | | | | | | | | | 20,575 | | | | | | | 20,575 | | | | | 20,575 | |
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Contributions of interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | 92,988 | | | 92,988 | |
Return of capital to interests in consolidated VIEs | | | | | | | | | | | | | | | | — | | | (70,255) | | | (70,255) | |
Net income (loss) | | | | | | | | | | | | | | (268,323) | | | (268,323) | | | 27,757 | | | (240,566) | |
Balance – September 30, 2022 | — | | | $ | — | | | | 680,796,315 | | | $ | — | | | $ | 947,381 | | | $ | — | | | $ | (380,201) | | | $ | 567,180 | | | $ | 226,550 | | | $ | 793,730 | |
(1) Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.
PAGAYA TECHNOLOGIES LTD.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (In thousands) | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2023 | | 2022 | | |
Cash flows from operating activities | | | | | |
Net loss including noncontrolling interests | $ | (176,702) | | | $ | (240,566) | | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | |
Equity method income (loss) | (655) | | | (5,670) | | | |
Depreciation and amortization | 13,161 | | | 4,077 | | | |
Share-based compensation | 57,312 | | | 223,007 | | | |
Fair value adjustment to warrant liability | 3,763 | | | (9,408) | | | |
Write-off of capitalized software | 1,935 | | | — | | | |
Issuance of ordinary shares related to commitment shares | — | | | 1,000 | | | |
Impairment loss on available-for-sale debt securities | 115,644 | | | 10,706 | | | |
Tax benefit related to release of valuation allowance | (1,162) | | | — | | | |
Gain on foreign exchange | (302) | | | — | | | |
Change in operating assets and liabilities: | | | | | |
Fees and other receivables | (7,666) | | | (31,832) | | | |
Deferred tax assets, net | — | | | (2,820) | | | |
Deferred tax liabilities, net | 13 | | | — | | | |
Prepaid expenses and other assets | 1,812 | | | (18,530) | | | |
Right-of-use assets | 6,435 | | | 2,322 | | | |
Accounts payable | (374) | | | (9,097) | | | |
Accrued expenses and other liabilities | (16,682) | | | 23,250 | | | |
Operating lease liability | (6,433) | | | (6,204) | | | |
Income tax receivable / payable | 529 | | | 21,885 | | | |
Net cash used in operating activities | (9,372) | | | (37,880) | | | |
Cash flows from investing activities | | | | | |
Proceeds from the sale/maturity/prepayment of: | | | | | |
Investments in loans and securities | 134,101 | | | 88,538 | | | |
Short-term deposits | — | | | 5,020 | | | |
Equity method and other investments | — | | | 453 | | | |
Cash and restricted cash acquired from Darwin Homes, Inc. | 1,608 | | | — | | | |
Payments for the purchase of: | | | | | |
Investments in loans and securities | (436,242) | | | (261,806) | | | |
Property and equipment | (15,555) | | | (18,266) | | | |
Equity method and other investments | — | | | (5,749) | | | |
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Net cash used in investing activities | (316,088) | | | (191,810) | | | |
Cash flows from financing activities | | | | | |
Proceeds from sale of ordinary shares in connection with the Business Combination and PIPE Investment, net of issuance costs | — | | | 291,872 | | | |
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Proceeds from secured borrowing | 314,276 | | | 94,094 | | | |
Proceeds received from noncontrolling interests | 19,235 | | | 92,988 | | | |
Proceeds from revolving credit facility | 110,000 | | | 26,000 | | | |
Proceeds from exercise of stock options | 2,538 | | | 1,480 | | | |
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Distributions made to noncontrolling interests | (39,321) | | | (70,255) | | | |
Payments made to revolving credit facility | (25,000) | | | (26,000) | | | |
Payments made to secured borrowing | (182,358) | | | (18,245) | | | |
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Settlement of share-based compensation in satisfaction of tax withholding requirements | (650) | | | — | | | |
Proceeds from issuance of ordinary shares from the Equity Financing Purchase Agreement | 3,793 | | | — | | | |
Proceeds from issuance of redeemable convertible preferred shares, net of issuance costs | 74,250 | | | — | | | |
Net cash provided by financing activities | 276,763 | | | 391,934 | | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,201) | | | — | | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (52,898) | | | 162,244 | | | |
Cash, cash equivalents and restricted cash, beginning of period | 337,076 | | | 204,575 | | | |
Cash, cash equivalents and restricted cash, end of period | $ | 284,178 | | | $ | 366,819 | | | |
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Reconciliation of cash, cash equivalents, and restricted cash within the consolidated statements of financial position to the amounts shown in the statements of cash flow above: | | | | | |
Cash and cash equivalents | $ | 252,578 | | | $ | 327,896 | | | |
Restricted cash - current | 26,280 | | | 34,161 | | | |
Restricted cash - non-current | 5,320 | | | 4,762 | | | |
Total cash, cash equivalents, and restricted cash | $ | 284,178 | | | $ | 366,819 | | | |
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