Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2023 | Feb. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 20-F | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity File Number | 001-41430 | |
Entity Registrant Name | Pagaya Technologies Ltd. | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 90 Park Ave | |
Entity Address, Address Line Two | 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Central Index Key | 0001883085 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Class A Ordinary Shares, no par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, no par value | |
Trading Symbol | PGY | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 50,327,721 | |
Warrants to purchase Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Class A Ordinary Shares | |
Trading Symbol | PGYWW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares, no par value | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,652,310 | |
Preferred Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Business Contact | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 90 Park Ave | |
Entity Address, Address Line Two | 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | 646 | |
Local Phone Number | 710-7714 | |
Contact Personnel Name | Gal Krubiner | |
Contact Personnel Email Address | IR@pagaya.com |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 1281 |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 186,478 | $ 309,793 | |
Restricted cash | 16,874 | 22,539 | |
Fees and other receivables (including related party receivables of $51,036 and $49,427 as of December 31, 2023 and December 31, 2022, respectively) | 79,526 | 59,219 | |
Investments in loans and securities | 2,490 | 1,007 | |
Prepaid expenses and other current assets (including related party assets of $7,896 and $18,783 as of December 31, 2023 and December 31, 2022, respectively) | 18,034 | 27,258 | |
Total current assets | 303,402 | 419,816 | |
Restricted cash | 19,189 | 4,744 | |
Fees and other receivables (including related party receivables of $33,739 and $38,332 as of December 31, 2023 and December 31, 2022, respectively) | 34,181 | 38,774 | |
Investments in loans and securities | 714,303 | 462,969 | |
Equity method and other investments | 26,383 | 25,894 | |
Right-of-use assets | 55,729 | 61,077 | |
Property and equipment, net | 41,557 | 31,663 | |
Goodwill | 10,945 | 0 | |
Intangible assets | 2,550 | 0 | |
Prepaid expenses and other assets | 137 | 142 | |
Total non-current assets | 904,974 | 625,263 | |
Total Assets | 1,208,376 | 1,045,079 | |
Current liabilities: | |||
Accounts payable | 1,286 | 1,739 | |
Accrued expenses and other liabilities | 28,562 | 49,496 | |
Current maturities of operating lease liabilities | 6,931 | 8,530 | |
Secured borrowing | 37,685 | 61,829 | |
Income taxes payable | 461 | 6,424 | |
Total current liabilities | 74,925 | 128,018 | |
Non-current liabilities: | |||
Warrant liability | 3,242 | 1,400 | |
Revolving credit facility | 90,000 | 15,000 | |
Secured borrowing | 234,028 | 77,802 | |
Operating lease liabilities | 43,940 | 49,097 | |
Long-term tax liabilities | 22,135 | 7,771 | |
Deferred tax liabilities, net | 107 | 568 | |
Total non-current liabilities | 393,452 | 151,638 | |
Total Liabilities | 468,377 | 279,656 | |
Redeemable convertible preferred shares, no par value, 6,666,666 shares authorized, 5,000,000 shares issued and outstanding as of December 31, 2023; aggregate liquidation preference of $150,000 as of December 31, 2023. (1) | [1] | 74,250 | 0 |
Shareholders’ equity: | |||
Additional paid-in capital | 1,101,914 | 968,432 | |
Accumulated other comprehensive income (loss) | 444 | (713) | |
Accumulated deficit | (542,637) | (414,199) | |
Total Pagaya Technologies Ltd. shareholders’ equity | 559,721 | 553,520 | |
Noncontrolling interests | 106,028 | 211,903 | |
Total shareholders’ equity | 665,749 | 765,423 | |
Total Liabilities, Redeemable Convertible Preferred Shares, and Shareholders’ Equity | 1,208,376 | 1,045,079 | |
Common Class A | |||
Shareholders’ equity: | |||
Common stock | [1] | 0 | 0 |
Common Class B | |||
Shareholders’ equity: | |||
Common stock | [1] | $ 0 | $ 0 |
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Current assets: | |||
Related party receivables | $ | $ 79,526 | $ 59,219 | |
Related party assets | $ | 18,034 | 27,258 | |
Related party receivables | $ | $ 34,181 | $ 38,774 | |
Liabilities and Shareholders’ Equity | |||
Shares authorized (in shares) | 6,666,666 | ||
Shares issued (in shares) | 5,000,000 | ||
Shares outstanding (in shares) | [1] | 5,000,000 | 0 |
Aggregate liquidation preference | $ | $ 150,000 | ||
Shareholders’ equity: | |||
Ordinary shares, authorized (in shares) | 839,999,998 | ||
Common Class A | |||
Shareholders’ equity: | |||
Ordinary shares, authorized (in shares) | 666,666,666 | 666,666,666 | |
Ordinary shares, issued (in shares) | 49,390,936 | 42,364,766 | |
Ordinary shares, outstanding (in shares) | 49,390,936 | 42,364,766 | |
Common Class B | |||
Shareholders’ equity: | |||
Ordinary shares, authorized (in shares) | 166,666,666 | 166,666,666 | |
Ordinary shares, issued (in shares) | 12,652,310 | 14,577,866 | |
Ordinary shares, outstanding (in shares) | 12,652,310 | 14,577,866 | |
Related Party | |||
Current assets: | |||
Related party receivables | $ | $ 51,036 | $ 49,427 | |
Related party assets | $ | 7,896 | 18,783 | |
Related party receivables | $ | $ 33,739 | $ 38,332 | |
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue | ||||
Revenue from fees (including related party revenues of $622,260, $653,471 and $445,866 for the years ended December 31, 2023, 2022 and 2021, respectively) | $ 772,814 | $ 685,414 | $ 445,866 | |
Other Income | ||||
Interest income | 38,748 | 57,758 | 28,877 | |
Investment income (loss) | [1] | 489 | 5,756 | (155) |
Total Revenue and Other Income | 812,051 | 748,928 | 474,588 | |
Production costs | 508,944 | 451,084 | 232,324 | |
Technology, data and product development | 74,383 | 150,933 | 66,211 | |
Sales and marketing | 49,773 | 104,203 | 49,627 | |
General and administrative | 203,351 | 294,213 | 132,235 | |
Total Costs and Operating Expenses | 836,451 | 1,000,433 | 480,397 | |
Operating Income (Loss) | (24,400) | (251,505) | (5,809) | |
Other income (expenses), net | (156,768) | (24,869) | (55,839) | |
Income (Loss) Before Income Taxes | (181,168) | (276,374) | (61,648) | |
Income tax expense (benefit) | 15,571 | 16,400 | 7,875 | |
Net Loss Including Noncontrolling Interests | (196,739) | (292,774) | (69,523) | |
Less: Net income (loss) attributable to noncontrolling interests | (68,301) | 9,547 | 21,628 | |
Net Income (Loss) Attributable to Pagaya Technologies Ltd. | (128,438) | (302,321) | (91,151) | |
Per share data: | ||||
Net income (loss) attributable to Pagaya Technologies Ltd. | (128,438) | (302,321) | (91,151) | |
Less: Undistributed earnings allocated to participating securities | 0 | (12,205) | (19,558) | |
Deemed dividend from secondary transactions | 0 | 0 | (23,612) | |
Net income (loss) attributed to Pagaya Technologies Ltd. | $ (128,438) | $ (314,526) | $ (134,321) | |
Net income (loss) per share attributable to Pagaya Technologies Ltd.: | ||||
Basic (in dollars per share) | [2] | $ (2.14) | $ (8.22) | $ (8.25) |
Diluted (in dollars per share) | [2] | $ (2.14) | $ (8.22) | $ (8.25) |
Weighted average shares outstanding: | ||||
Basic (in shares) | [2] | 60,038,893 | 38,253,737 | 16,276,048 |
Diluted (in shares) | [2] | 60,038,893 | 38,253,737 | 16,276,048 |
[1]Includes income from proprietary investments.[2]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) $ in Thousands | 12 Months Ended | ||||
Mar. 08, 2024 | Jun. 22, 2022 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Total revenue from fees, net | $ 772,814 | $ 685,414 | $ 445,866 | ||
Reverse share split | 0.0054 | ||||
Subsequent Event | |||||
Reverse share split | 0.0833 | ||||
Related Party | |||||
Total revenue from fees, net | $ 622,260 | $ 653,471 | $ 445,866 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net Loss Including Noncontrolling Interests | $ (196,739) | $ (292,774) | $ (69,523) |
Other Comprehensive Income: | |||
Unrealized gain (loss) on securities available for sale, net | 7,999 | (2,122) | 0 |
Comprehensive Loss Including Noncontrolling Interests | (188,740) | (294,896) | (69,523) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (61,459) | 8,138 | 21,628 |
Comprehensive Loss Attributable to Pagaya Technologies Ltd. | $ (127,281) | $ (303,034) | $ (91,151) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Series D | Series E | Series B | Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit) | Ordinary Shares (Class A and Class B) | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Non-Controlling Interests | ||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 26,817,162 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 105,981 | |||||||||||
Redeemable Convertible Preferred Shares | ||||||||||||
Issuance of preferred shares, net of issuance costs (in shares) | [1] | 3,821,088 | 2,917,248 | |||||||||
Issuance of convertible preferred shares net of issuance costs | $ 36,639 | $ 136,006 | ||||||||||
Issuance of preferred shares upon exercise of warrants (in shares) | [1] | 83,384 | 227,700 | |||||||||
Issuance of preferred shares upon exercise of warrants | $ 6,009 | $ 22,412 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 33,866,582 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 307,047 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 15,866,428 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 88,145 | $ 3,200 | $ 0 | $ 315 | $ 0 | $ 2,885 | $ 84,945 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares upon exercise of share options (in shares) | 329,054 | 329,055 | [1] | |||||||||
Issuance of ordinary shares upon exercise of share options | $ 346 | 346 | 346 | |||||||||
Share-based compensation | 68,090 | 68,090 | 68,090 | |||||||||
Deemed contribution | 23,612 | 23,612 | 23,612 | |||||||||
Deemed dividend distribution | (23,612) | (23,612) | (23,612) | |||||||||
Issuance and reclassification of warrants | 20,807 | 20,807 | 20,807 | |||||||||
Contributions of interests in consolidated VIEs | 151,035 | 151,035 | ||||||||||
Return of capital to interests in consolidated VIEs | (81,548) | (81,548) | ||||||||||
Other comprehensive income (loss) | 0 | |||||||||||
Net income (loss) | (69,523) | (91,151) | (91,151) | 21,628 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 16,195,483 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 177,352 | 1,292 | $ 0 | 113,170 | 0 | (111,878) | 176,060 | |||||
Redeemable Convertible Preferred Shares | ||||||||||||
Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs (in shares) | [1] | (33,866,582) | ||||||||||
Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs | $ (307,047) | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | [1] | 0 | ||||||||||
Ending balance at Dec. 31, 2022 | [2] | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares upon exercise of share options (in shares) | 1,393,798 | 1,393,798 | [1] | |||||||||
Issuance of ordinary shares upon exercise of share options | $ 1,617 | 1,617 | 1,617 | |||||||||
Issuance of ordinary shares upon vesting of RSUs (in shares) | [1] | 10,242 | ||||||||||
Issuance of ordinary shares upon exercise of warrants (in shares) | [1] | 1,878,280 | ||||||||||
Issuance of ordinary shares related to commitment shares (in shares) | [1] | 3,878 | ||||||||||
Issuance of ordinary shares related to commitment shares | 1,000 | 1,000 | 1,000 | |||||||||
Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs (in shares) | [1] | 37,460,951 | ||||||||||
Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs | 581,359 | 581,359 | 581,359 | |||||||||
Share-based compensation | 250,711 | 250,711 | 250,711 | |||||||||
Issuance and reclassification of warrants | 20,575 | 20,575 | 20,575 | |||||||||
Contributions of interests in consolidated VIEs | 105,469 | 105,469 | ||||||||||
Return of capital to interests in consolidated VIEs | (77,764) | (77,764) | ||||||||||
Other comprehensive income (loss) | (2,122) | (713) | (713) | (1,409) | ||||||||
Net income (loss) | (292,774) | (302,321) | (302,321) | 9,547 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | [1] | 56,942,632 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 765,423 | 553,520 | $ 0 | 968,432 | (713) | (414,199) | 211,903 | |||||
Redeemable Convertible Preferred Shares | ||||||||||||
Issuance of preferred shares, net of issuance costs (in shares) | [1] | 5,000,000 | ||||||||||
Issuance of convertible preferred shares net of issuance costs | $ 74,250 | |||||||||||
Ending balance (in shares) at Dec. 31, 2023 | [1] | 5,000,000 | ||||||||||
Ending balance at Dec. 31, 2023 | [2] | $ 74,250 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares upon exercise of share options (in shares) | 914,908 | 925,240 | [1] | |||||||||
Issuance of ordinary shares upon exercise of share options | $ 4,334 | 4,334 | 4,334 | |||||||||
Issuance of ordinary shares upon vesting of RSUs (in shares) | [1] | 962,679 | ||||||||||
Issuance of ordinary shares upon exercise of warrants (in shares) | [1] | 99,711 | ||||||||||
Issuance of ordinary shares related to commitment shares (in shares) | [1] | 1,587,157 | ||||||||||
Issuance of ordinary shares related to commitment shares | 27,892 | 27,892 | 27,892 | |||||||||
Share-based compensation | 78,721 | 78,721 | 78,721 | |||||||||
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. (in shares) | [1] | 1,525,827 | ||||||||||
Issuance of ordinary shares in connection with the acquisition of Darwin Homes, Inc. | 18,134 | 18,134 | 18,134 | |||||||||
Reclassification of investments | 16,460 | (1,881) | (1,881) | 18,341 | ||||||||
Contributions of interests in consolidated VIEs | 19,955 | 19,955 | ||||||||||
Return of capital to interests in consolidated VIEs | (64,371) | (64,371) | ||||||||||
Other comprehensive income (loss) | 7,999 | |||||||||||
Other comprehensive income (loss) | (8,461) | 3,038 | 3,038 | (11,499) | ||||||||
Net income (loss) | (196,739) | (128,438) | (128,438) | (68,301) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | [1] | 62,043,246 | ||||||||||
Ending balance at Dec. 31, 2023 | $ 665,749 | $ 559,721 | $ 0 | $ 1,101,914 | $ 444 | $ (542,637) | $ 106,028 | |||||
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.[2]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Issuance costs | $ 750 | $ 57,400 | |
Series D | |||
Temporary equity, issuance costs | $ 11 | ||
Series E | |||
Temporary equity, issuance costs | $ 158 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss including noncontrolling interests | $ (196,739) | $ (292,774) | $ (69,523) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Equity method income (loss) | (488) | (5,756) | 155 |
Loss on sale of equity method investments | 0 | 0 | 421 |
Depreciation and amortization | 19,127 | 6,294 | 815 |
Share-based compensation | 71,055 | 241,689 | 67,785 |
Fair value adjustment to warrant liability | 1,842 | (11,088) | 53,019 |
Issuance of ordinary shares related to commitment shares | 0 | 1,000 | 0 |
Other than temporary impairment of investments in loans and securities | 0 | 33,704 | 0 |
Write-off of capitalized software | 2,475 | 3,209 | 0 |
Gain on foreign exchange | (1,320) | 0 | 0 |
Change in operating assets and liabilities: | |||
Fees and other receivables | (20,740) | (46,453) | (27,555) |
Deferred tax assets, net | (1,162) | 5,681 | (3,378) |
Deferred tax liabilities, net | (461) | 568 | 0 |
Prepaid expenses and other assets | 12,912 | (23,227) | (4,738) |
Right-of-use assets | 3,854 | 7,742 | |
Accounts payable | (448) | (9,841) | 10,999 |
Accrued expenses and other liabilities | (17,770) | 32,403 | 13,407 |
Operating lease liability | (3,712) | (11,192) | 0 |
Income tax receivable / payable | 6,642 | 2,383 | 8,404 |
Net cash provided by (used in) operating activities | 9,577 | (40,000) | 49,811 |
Proceeds from the sale/maturity/prepayment of: | |||
Investments in loans and securities | 172,061 | 112,897 | 28,904 |
Short-term deposits | 0 | 5,020 | 53,412 |
Equity method and other investments | 0 | 453 | 8,925 |
Cash and restricted cash acquired from Darwin Homes, Inc. | 1,608 | 0 | 0 |
Payments for the purchase of: | |||
Investments in loans and securities | (566,173) | (355,633) | (202,366) |
Property and equipment | (20,189) | (22,406) | (6,624) |
Equity method and other investments | 0 | (5,750) | (22,991) |
Net cash used in investing activities | (412,693) | (265,419) | (140,740) |
Cash flows from financing activities | |||
Proceeds from sale of ordinary shares in connection with the Business Combination and PIPE Investment, net of issuance costs | 0 | 291,872 | 0 |
Proceeds from issuance of redeemable convertible preferred shares, net | 74,250 | 0 | 172,645 |
Proceeds from issuance of ordinary share warrants, net | 0 | 0 | 20,807 |
Proceeds from secured borrowing | 338,472 | 139,413 | 37,905 |
Proceeds received from noncontrolling interests | 19,955 | 105,469 | 151,035 |
Proceeds from revolving credit facility | 130,000 | 42,100 | 0 |
Proceeds from exercise of stock options | 4,334 | 1,617 | 346 |
Proceeds from issuance of ordinary shares from the Equity Financing Purchase Agreement | 27,892 | 0 | 0 |
Proceeds from exercise of redeemable convertible preferred shares warrants | 0 | 0 | 400 |
Distributions made to noncontrolling interests | (43,767) | (77,764) | (81,548) |
Payments made to revolving credit facility | (55,000) | (27,100) | 0 |
Payments made to secured borrowing | (206,390) | (37,687) | 0 |
Settlement of share-based compensation in satisfaction of tax withholding requirements | (650) | 0 | 0 |
Payments for deferred offering costs | 0 | 0 | (11,966) |
Net cash provided by financing activities | 289,096 | 437,920 | 289,624 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (515) | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (114,535) | 132,501 | 198,695 |
Cash, cash equivalents and restricted cash, beginning of period | 337,076 | 204,575 | 5,880 |
Cash, cash equivalents and restricted cash, end of period | 222,541 | 337,076 | 204,575 |
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 | 186,478 | 309,793 | 190,778 |
Restricted cash - current | 16,874 | 22,539 | 7,000 |
Restricted cash - non-current | 19,189 | 4,744 | 6,797 |
Total cash, cash equivalents, and restricted cash | 222,541 | 337,076 | 204,575 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 9,174 | 6,941 | 2,609 |
Cash paid for interest expense | 17,779 | 4,341 | 0 |
Cash paid for operating leases | 14,103 | 11,192 | |
Supplemental disclosure of non-cash activities | |||
Initial recognition (derecognition) of right-of-use assets and operating lease liability | (1,839) | 68,819 | |
In-kind distributions | 20,603 | 0 | 0 |
Issuance of ordinary shares in connection with acquisition | 18,134 | 0 | 0 |
Deemed dividend from secondary transactions | 0 | 0 | 23,612 |
Issuance of redeemable convertible preferred shares upon exercise of warrants | 0 | 0 | 28,421 |
Asset-Backed Securities | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Impairment loss on investments in loans and securities/loss on loans held-for-investment | 134,510 | 15,007 | 0 |
Other loans and receivables | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Impairment loss on investments in loans and securities/loss on loans held-for-investment | $ 0 | $ 10,651 | $ 0 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | BUSINESS DESCRIPTION Pagaya Technologies Ltd. and its consolidated subsidiaries (together “we” “our” “Pagaya” or the “Company”) is a technology company that deploys sophisticated data science and proprietary AI technology to drive better results for financial services and other service providers, their customers, and asset investors. Services providers integrated with Pagaya’s network, which are referred to as “Partners,” range from high-growth financial technology companies to incumbent banks and financial institutions, auto finance providers and residential real estate service providers. Partners have access to Pagaya’s network in order to assist with extending financial products to their customers, in turn helping those customers fulfill their financial needs and dreams. These assets originated by Partners with the assistance of Pagaya’s AI technology are eligible to be acquired by (i) funds managed or advised by Pagaya or one of its affiliates, (ii) securitization vehicles sponsored or administered by Pagaya or one of its affiliates and (iii) other similar vehicles (“Financing Vehicles”). Pagaya Technologies Ltd. was founded in 2016 and is organized under the laws of the State of Israel. Pagaya has its primary offices in Israel and the United States. Reduction in Workforce During the first quarter of 2023, the Company announced a reduction in workforce by approximately twenty percent of employees across our Israel and U.S. offices, as compared to its headcount as of December 31, 2022. As of December 31, 2023, all actions associated with the reduction in workforce were completed. Total severance and other associated costs totaled $3.8 million, included within operating expenses on the consolidated statements of operations, for the year ended December 31, 2023. Reverse Share Split |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”) if any. All intercompany accounts and transactions have been eliminated. Variable Interest Entities A VIE is a legal entity that has a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. The Company’s variable interest arises from contractual ownership or other monetary interests in the entity, which may change with fluctuations in the fair value of the VIE’s net assets. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and an obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company assesses whether or not it is the primary beneficiary of a VIE at initial involvement and on an ongoing basis. Refer to Note 8 for additional information. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include, but are not limited to revenue recognition, the valuation of certain financial instruments, allowance for credit losses, consolidation of VIE, and deferred tax assets and valuation allowance. The Company bases its estimates or assumptions on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods. Segment Reporting Excluding Darwin Homes, Inc. (“Darwin”) (see Note 3) which was determined to be an immaterial reportable segment, the Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its financials as a single reporting segment. The Company’s chief operating decision-maker is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Foreign Currency The functional and reporting currency of the Company is the U.S. Dollar as it is the currency of the primary economic environment in which Pagaya’s operations are conducted. The monetary assets and liabilities denominated in currencies other than the U.S. Dollar are accordingly remeasured into U.S. Dollars at exchange rates in effect at the end of each period in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the Statements of Operations within Other income (expenses), net, as appropriate. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of checking, money market and savings accounts held at financial institutions or highly liquid investments purchased with an original maturity of three months or less. Cash equivalents are stated at carrying value, which approximates fair value. Restricted cash consists primarily of: (i) deposits restricted by standby letters of credit for lease facilities; and (ii) funds held in accounts as collateral for certain guarantees that the Company provide within the ordinary course of business, including certain securitization transactions. The Company has no ability to draw on such funds as long as the funds remain restricted under the applicable agreements. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flow (in thousands): December 31, 2023 2022 (in thousands) Cash and cash equivalents $ 186,478 $ 309,793 Restricted cash 16,874 22,539 Restricted cash, non-current 19,189 4,744 Cash, cash equivalents and restricted cash $ 222,541 $ 337,076 Concentrations of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and fees receivable. Cash and cash equivalents are principally maintained with major financial institutions, which management assesses to be of high credit quality. The Company has not experienced any losses on these deposits. The Company’s fees receivable balances are predominantly with agreements with customers, and these are subject to normal credit risks which management believes to be not significant. Significant customers are those which represent 10% or more of the Company’s total revenue for each respective period presented. One related parties individually represented greater than 10% of total revenue and collectively totaled approximately 11% for year ended December 31, 2023. Three related parties individually represented greater than 10% of total revenue and collectively totaled approximately 42% for the year ended December 31, 2022. During the year ended December 31, 2021, two related parties individually represented greater than 10% of total revenue and collectively totaled approximately 42%. Fair Value Measurement ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon models that use, as inputs, observable market-based parameters to the greatest extent possible. Additionally, ASC 820 established a fair value hierarchy to categorize the use of inputs into the following three levels: Level 1 —Quoted prices, unadjusted, for identical assets or liabilities in active markets. Level 2 —Pricing inputs are other than quoted prices in active markets and include 1) quoted prices for similar assets or liabilities in active markets, 2) quoted prices for identical or similar assets or liabilities in markets that are not active, and 3) or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means. Level 3 —Pricing inputs are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. Management believes that the carrying amount of cash, cash equivalents and restricted cash, fees receivable, accounts payables, and accrued expenses and other current liabilities approximate their fair value due to the short-term maturities of these instruments. Investments in Loans and Securities A wholly-owned subsidiary (“Sponsor”) previously sponsors securitization transactions (the “Securitizations”), each through a separate trust structure with an asset portfolio consisting of unsecured consumer loans, auto loans or real estate assets. Each Securitization’s asset portfolio was structured by the Sponsor, which is also the administrator of each Securitization. The Sponsor, directly and indirectly through affiliates, retained at least 5% of the economic risk in the Securitizations to comply with risk retention required by Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by Securities and Exchange Commission. Investments in Loans and Securities Available for Sale Investments in loans and securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity, and changes in the availability and the yield of alternative investments will be classified as available for sale (“AFS”). These investments are carried at fair value determined using public market prices, dealer quotes, and prices obtained from independent pricing services that may be derivable from observable and unobservable market inputs. On January 1, 2023, the Company transferred all of its investment securities classified as held-to-maturity to available for sale. These investments are held at fair value with changes in fair value recorded in unrealized gain (loss) on securities available for sale, net within other comprehensive income (loss), excluding the portion relating to any credit loss. As of the end of each reporting period, management reviews each security where the fair value is less than the amortized cost to determine whether any portion of the decline in fair value is due to a credit loss and/or whether or not we intend to sell or will be required to sell such security before recovery of its amortized cost basis. The portion of any decline in fair value which management identifies as a credit loss will be recognized as an allowance for credit losses through other income (expenses), net. To the extent management intends to sell or may be required to sell a security in an unrealized loss position, the Company (1) reverses any previously recorded allowance for credit losses with an offsetting entry to reduce the amortized cost basis of the security and (2) writes-off any remaining portion of the amortized cost basis to equal its fair value, with this change recorded through other income (expenses), net. See Note 7 for additional information. Impaired loans and investments are classified as non-accrual status. Non-accrual loans and investments are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. Loans Held for Investment Certain loans are classified as held for investment. Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, premiums or discounts on purchased loans and charge-offs. The Company’s intent and ability to designate loans as held for investment in the future may change based on changes in business strategies, the economic environment, and market conditions. As of December 31, 2022, the Company held $13.8 million of loans held for investment, all of which were transferred to available for sale on January 1, 2023. As of December 31, 2023, the Company did not have any loans classified as held for investment. Equity Method and Other Investments The Company uses the equity method of accounting for investments in entities that the Company does not control but has the ability to exercise significant influence over the financial and operating policies of the investee. Under the equity method of accounting, the Company’s share of the investee’s underlying net income or loss is recorded as investment income or loss on the consolidated statements of operations. Distributions received from the investment reduce the Company’s carrying value of the investee. The Company elected to account for its equity investments using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. The investments are reviewed periodically to determine if their respective values have appreciated or have been impaired, and adjustments are recorded as necessary. During the year ended December 31, 2023, 2022 and 2021, the Company recorded an income in amount of $0.5 million, $5.8 million and a loss of $0.2 million, respectively, related to revaluation of its investments in privately held companies. See Note 7 for additional information. Property and Equipment, Net Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Useful lives by asset category are as follows: Computer and software 3 to 7 years Equipment 3 to 7 years Internal-Use Software 2 years Leasehold improvements Shorter of remaining lease term or estimated useful life Maintenance and repairs that do not enhance or extend the asset’s useful life are expensed as incurred. Major replacements, improvements and additions are capitalized. Upon the sale or retirement of property and equipment, the cost and the related accumulated depreciation or amortization are removed from the consolidated financial statements, with any resulting gain or loss included in the consolidated statements of operations. Property and equipment is tested for impairment when there is an indication that the carrying value of an asset group may not be recoverable. Carrying values are not recoverable when the undiscounted cash flows estimated to be generated by the assets are less than their carrying values. When an asset is determined not to be recoverable, the impairment is measured based on the excess, if any, of the carrying value of the asset over its respective fair value and recorded in the period the determination is made. Internal-Use Software Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements. Capitalized internal-use software is included in property and equipment, net, in the consolidated balance sheets, and amortization expense is included in technology, data and product development expenses in the consolidated statements of operations. The Company reviews on a regular basis list of projects that are in process and if the project is to be abandoned or discontinued the capitalized costs associated with that project are expensed immediately. In 2023 and 2022, the Company recorded impairment of capitalized software in the amount of $2.5 million and $3.2 million, respectively. In 2021, no impairment charge was recognized. Goodwill and Intangible Assets Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment at the reporting unit level annually or whenever indicators of impairment exist. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. The Company may assess goodwill for impairment initially using a qualitative approach, referred to as “step zero”, to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may alternatively elect to initially perform a quantitative assessment and bypass the qualitative assessment. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. The Company’s annual impairment testing date is October 1. Definite-lived intangible assets are amortized on a straight-line basis over their useful lives. The Company's long-lived assets and identifiable intangibles that are subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include any significant changes in the manner of the Company's use of the assets and significant negative industry or economic trends. Upon determination that the carrying value of a long-lived asset may not be recoverable based upon a comparison of aggregate undiscounted projected future cash flows to the carrying amount of the asset, an impairment charge is recorded for the excess of the carrying amount over fair value. See Note 3 for further discussion of goodwill and intangible assets, including those recognized in connection with recent business combinations. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded at their initial fair value on the date of issuance and remeasured each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash other income or expense in the accompanying consolidated statements of operations. Revenue Recognition The Company’s revenue consists of two components: revenue from fees and revenue from other income, which is comprised of interest income and investment income. The amount of revenue from fees recognized reflects the consideration that the Company expects to receive in exchange for services provided. The Company applied the following five steps: 1. Identification of the contract with the customer: The Company determines a contract with a customer exists when each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, a conclusion has been reached that the customer has the ability and intent to pay, and the contract has commercial substance. 2. Identification of the performance obligations in the contract: Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct and separately identifiable, whereby the customer can benefit from the services. 3. Determination of the transaction price: The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Payment terms and conditions vary by contract. 4. Allocation of the transaction price to the performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation. 5. Recognition of revenue when, or as, a performance obligation is satisfied: Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised delivery of service to the customer. See Note 4 for additional information. Interest Income Interest income is recognized based on projected cashflow according to the ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company accrues interest income on investments based on the effective interest rate of the investments and recorded as interest income as earned. Interest income also includes accrued interest earned on outstanding investments in loans and securities. Loans and securities with an allowance for credit losses that have reached a delinquency of over 90 days are classified as non-accrual status. The Company records an allowance for credit losses on accrued interest receivable. Non-accrual loans and investments are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. As of December 31, 2023 and 2022, the Company has recorded $12.5 million and $17.5 million of accrued interest income in fees and other receivables on the consolidated balance sheets, respectively. Interest income earned from cash and cash equivalents is recorded on an accrual basis to the extent such interest is earned and expected to be collected. Production Costs Production costs are primarily comprised of (i) fees the Company incurs to Partners when network volume is acquired by Financing Vehicles as the Partners are responsible for marketing and customer interaction, facilitating the flow of additional application flow, and (ii) expenses the Company incurs to renovate single-family rental properties. Technology, Data and Product Development Costs Technology, data and product development costs are primarily engineering and product development expenses which primarily consists of payroll and other employee-related expenses, including share-based compensation expenses, for the engineering and product development teams as well the costs of systems and tools used by these teams. These costs, net of amounts capitalized, are recognized in the period incurred. The capitalized internal-use software is amortized on a straight-line method over the estimated useful life in technology, data and product development costs. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated statements of financial position as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses, including insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Share-Based Compensation The Company grants options to employees and nonemployees. The Company measures options based on the estimated grant date fair values, which the Company determines using the Black-Scholes option-pricing model. The Company measures the fair value of restricted stock units based on the market value of the underlying shares at the date of grant. The Company records the resulting expense in the consolidated Statements of Operations using the straight-line method over the period of service required to vest in the award, which is generally two The Company also grants options to restricted shares to certain employees and directors. The Company measures options to restricted shares based on the estimated grant date fair values, which the Company determines using the Monte Carlo simulation model implemented in a risk-neutral valuation framework. The Company records the resulting expense in the consolidated Statements of Operations using the straight-line method over the period of service required to vest in the award, which is generally two Income Taxes The Company uses the liability method of accounting for income taxes, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws expected to apply to taxable income when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under non-current assets and liabilities, respectively. ASC 740, “Income Taxes” (“ASC 740”) states that a tax benefit from an uncertain tax position may be recognized (1) when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent (on a cumulative basis) likely to be realized upon ultimate settlement with the related tax authority. The Company records unrecognized tax benefits as liabilities in accordance with ASC 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from management’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense (benefit). Basic and Diluted Net Income (Loss) per Ordinary Share The Company calculates net income (loss) per share using the two-class method required for participating securities. The two-class method requires income (loss) available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitle the holders of such shares to participate in distribution but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, for the periods where the Company is in a net loss position, the Company does not allocate any net loss attributable to ordinary shareholders to the redeemable convertible preferred shares. The Company calculates basic net income (loss) per share attributable to ordinary shareholders by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period. The Company calculates diluted net income (loss) per share attributable to ordinary shareholders by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding after giving consideration to the dilutive effect of the redeemable convertible preferred shares, share options, and preferred shares warrants that are outstanding during the period. Noncontrolling Interests The consolidated financial statements included the Company's accounts and the accounts of the Company's consolidated entities. Non-controlling interest positions of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to the Company’s shareholders. Comprehensive Income The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income". Comprehensive income generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its items of other comprehensive income relate to gains and losses on unrealized gains and losses on available for sale investments. Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. Recently Adopted Accounting Pronouncements Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption of the guidance did not have a material impact on the Company’s financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Merger with EJF Acquisition Corp On June 22, 2022 (the “EJFA Closing Date”), the Company consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated September 15, 2021 (the “EJFA Merger Agreement”), by and among the Company, EJF Acquisition Corp., a Cayman Islands exempted company (“EJFA”), and Rigel Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“EJFA Merger Sub”). On the EJFA Closing Date, the following transactions occurred pursuant to the terms of the EJFA Merger Agreement: • (i) immediately prior to the effective time (the “Effective Time”) of the EJFA Merger (as defined below), each preferred share, with nominal value New Israeli Shekel 0.01, of Pagaya (each, a “Pagaya Preferred Share”) was converted into ordinary shares, with no par value, of Pagaya (each, a “Pagaya Ordinary Share”) in accordance with Pagaya’s organizational documents (the “Conversion”), (ii) immediately following the Conversion but prior to the Effective Time, Pagaya adopted amended and restated articles of association of Pagaya, (iii) immediately following such adoption but prior to the Effective Time, Pagaya effected a stock split of each Pagaya Ordinary Share and each Pagaya Ordinary Share underlying any outstanding options to acquire Pagaya Ordinary Shares, whether vested or unvested, into such number of Pagaya Ordinary Shares calculated in accordance with the terms of the EJFA Merger Agreement such that each Pagaya Ordinary Share has a value of $120.00 per share after giving effect to such stock split (the “Stock Split”), with the three founders of Pagaya (including any trusts the beneficiary of which is a founder of Pagaya and to the extent that a founder of Pagaya has the right to vote the shares held by such trust) (in their capacity as shareholders of Pagaya, the “Founders”) each receiving Class B ordinary shares of Pagaya, without par value (the “Pagaya Class B Ordinary Shares”), which carry voting rights in the form of ten (10) votes per share of Pagaya, and the other shareholders of Pagaya receiving Class A ordinary shares of Pagaya, without par value (the “Pagaya Class A Ordinary Shares”), which are economically equivalent to the Pagaya Class B Ordinary Shares and carry voting rights in the form of one (1) vote per share of Pagaya, in accordance with Pagaya’s organizational documents (the “Reclassification” and, together with the Conversion and the Stock Split, the “Capital Restructuring”); • at the Effective Time, EJFA Merger Sub merged with and into EJFA (the “EJFA Merger”), with EJFA continuing as the surviving company after the EJFA Merger (the “Surviving Company”), and, as a result of the EJFA Merger, the Surviving Company became a direct, wholly-owned subsidiary of Pagaya; and • at the Effective Time, (i) each Class B ordinary share, par value $0.0001 per share, of EJFA (the “EJFA Class B Ordinary Shares”) issued and outstanding immediately prior to the Effective Time other than all shares of EJFA held by EJFA, EJFA Merger Sub or Pagaya or any of its subsidiaries at that time (such shares, the “Excluded Shares”), was no longer outstanding and was converted into the right of the holder thereof to receive one Pagaya Class A Ordinary Share after giving effect to the Capital Restructuring, (ii) each Class A ordinary share, par value $0.0001 per share, of EJFA (the “EJFA Class A Ordinary Shares”) issued and outstanding immediately prior to the Effective Time other than the Excluded Shares was no longer outstanding and was converted into the right of the holder thereof to receive one Pagaya Class A Ordinary Share after giving effect to the Capital Restructuring, (iii) each issued and outstanding warrant of EJFA sold to the public and to Wilson Boulevard LLC, a Delaware limited liability company, in a private placement in connection with EJFA’s initial public offering (the “EJFA Warrants”) was automatically and irrevocably assumed by Pagaya and converted into a corresponding warrant exercisable for Pagaya Class A Ordinary Shares (“Pagaya Warrants”). The warrants acquired in the EJFA Merger include (a) redeemable warrants issued by EJFA and sold as part of the units in the EJFA IPO (whether they were purchased in the EJFA IPO or thereafter in the open market), which are exercisable for an aggregate of 798,611 shares of common stock at a purchase price of $138 per share (the “EJFA Public Warrants”) and (b) warrants issued by EJFA to Wilson Boulevard LLC in a private placement simultaneously with the closing of the EJFA IPO, which are exercisable for an aggregate of 430,555 shares of common stock at a purchase price of $138 per share (the “EJFA Private Placement Warrants”). See Note 11 for additional information. The EJFA Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Pagaya has been determined to be the accounting acquirer, primarily due to the fact that Pagaya Shareholders will continue to control the post-Closing combined company. On the EJFA Closing Date, simultaneous with the closing of the EJFA Merger, the Company completed a PIPE financing whereby the Company received $350 million gross proceeds in exchange for 2,916,666 shares of common stock. Total gross proceeds resulting from the transactions were $350 million, out of which total transaction costs amounted to approximately $57.3 million. The transaction costs allocated to the warrants liabilities in the amount of $1.2 million were recognized as expenses in the Company’s consolidated statement of operations. In connection with the EJFA Merger, the Company’s board of directors approved a 1:186.9 stock split and a change in par value from NIS 0.01 to no par value. As a result, all shares, options, warrants, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split and change in par value had been in effect as of the date of these consolidated financial statements. Acquisition of Darwin Homes, Inc. On January 5, 2023 (“acquisition date”), the Company completed the acquisition of Darwin Homes, Inc. (“Darwin”), a leading real estate investment management platform based in Austin, Texas that offers a comprehensive, tech-enabled solution for acquiring, renovating, and managing single-family rental properties. Darwin is a wholly-owned subsidiary of the Company and the results of Darwin for the period from January 5, 2023 to December 31, 2023 are included in the Company’s results of operations for the year ended December 31, 2023. Pro forma results of operations have not been presented because the effects of the acquisition was not material to the Company's consolidated statements of operations. The Company acquired 100% of Darwin’s equity through an all-stock transaction with a market value of approximately $18 million as of the acquisition date. In addition to the purchase consideration, the Company also granted approximately $12 million of cash and equity awards to Darwin employees which are recognized as compensation expense over their requisite service periods. Acquisition related costs of $0.1 million were expensed as incurred and are included in general and administrative expenses in the consolidated statement of operations. Darwin Net Assets Acquired The assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. Total assets acquired included identified intangible assets of $5.1 million. The Company recognized an asset for goodwill, determined as the excess of the purchase price over the net fair value of the assets acquired and liabilities assumed, that amounted to $10.9 million. Goodwill generated from this business combination is attributed to synergies between the Company's and Darwin's respective products and services. An assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows: Estimated Useful Life Fair Value Trade name 2 $ 1,400 Developed technology 2 3,700 Total $ 5,100 Identified intangible assets in the table above are amortized on a straight-line basis over the estimated useful lives. The Company believes that the straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the intangible assets are consumed. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue From Fees Revenue from fees is comprised of Network AI fees and Contract fees. Network AI fees can be further broken down into two fee streams: AI integration fees and capital markets execution fees. AI integration fees are earned for the creation and delivery of that assets that comprise Network Volume. The Company utilizes multiple funding channels to enable the purchase of network assets from Partners, such as asset backed securitizations (“ABS”). Capital markets execution fees are earned from the market pricing of ABS transactions while contract fees are management, performance and similar fees. These fees are the result of agreements with customers and are recognized in accordance with FASB Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenue is generally recognized on a gross basis in accordance with ASC 606 related to reporting revenue on a gross basis as a principal versus on a net basis as an agent. This is because the Company is primarily responsible for integrating the various services fulfilled by Partners and is ultimately responsible to the Financing Vehicles for the fulfillment of the related services. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records revenue on a net basis. Network AI fees, comprised of AI integration fees and capital markets execution fees, totaled $696.0 million, $599.0 million and $387.1 million for the year ended December 31, 2023, 2022 and 2021, respectively. The Company recognizes Network AI fees primarily at a point in time when the related performance obligation is satisfied. Expenses to third parties for services that are integrated with the Company’s technology are recorded in the consolidated statements of operations as Production Costs. Real estate fees, which are included in Network AI fees, are earned for the obligations to arrange for the purchase of real estate assets, provide administrative services, arrange for the eventual sale of the assets, and provide pre-and post-purchase services including the right to earn performance fees. All of these fees are recognized over time except for the purchase and sale obligations, which are satisfied at the point in time of the respective transactions. As the Company is a principal for these services, revenues are recorded on a gross basis. Contract fees include administration and management fees, performances fees, and servicing fees. Contract fees totaled $76.8 million, $86.4 million and $58.8 million for the year ended December 31, 2023, 2022 and 2021, respectively. The Company recognizes administration fees over the service period for the Financing Vehicles managed or administered by the Company. Performance fees are earned when certain Financing Vehicles exceed contractual return thresholds. They are recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. An estimate is made by the Company based on a variety of factors including market conditions and expected loan performance. In the following period, the true performance is measured and then adjusted to ensure that the fees accurately represent actual performance. As such, there are revenues that result from performance obligations satisfied in the previous year. During the year ended December 31, 2023, $3.6 million worth of fees represent performance obligations satisfied in 2022 that were greater than the original estimate. During the year ended December 31, 2022 and 2021, $3.8 million and $1.2 million, respectively, worth of fees represent performance obligations satisfied in the previous year that were lesser than the original estimate. Servicing fees for the Financing Vehicles, which primarily involve collecting payments and providing reporting on the loans within the securitization vehicles, are recognized over the service period. These duties have been considered to be agent responsibilities and does not include acting as a loan servicer. Accordingly, servicing fees are recorded on a net basis. The Company determines its contracts generally to not include a significant financing component since the Company's selling prices are not subjected to billing terms nor is its purpose to receive financing from its customers or to provide customers with financing. In addition, as a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between payment and the transfer of services is expected to be one year or less. Once revenue is recognized, it is recorded on the balance sheet in fees and other receivables until the payment is received from the customer. The timing of the recognition depends on the type of service as described above. Year Ended December 31, 2023 2022 2021 (in thousands) Services transferred at a point in time $ 734,924 $ 661,646 $ 420,460 Services transferred over time 37,890 23,768 25,406 Total revenue from fees, net $ 772,814 $ 685,414 $ 445,866 The Company had no material contract assets, contract liabilities, or deferred contract costs recorded as of December 31, 2023 or December 31, 2022. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Property and equipment, net Property and equipment, net, consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Computer and software $ 66,495 $ 37,517 Equipment 843 765 Leasehold improvements 949 922 Property and equipment, gross 68,287 39,204 Less: accumulated depreciation and amortization (26,730) (7,541) Property and equipment, net $ 41,557 $ 31,663 The Company capitalized $28.1 million, $29.4 million and $4.0 million, of internally developed costs during the year ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and December 31, 2022, internally developed software costs balances, included in property and equipment, net, are $38.9 million and $28.2 million, respectively. Depreciation and amortization expense was $19.1 million, $6.3 million and $0.8 million for the year ended December 31, 2023, 2022 and 2021, respectively. During each of the year ended December 31, 2023, 2022 and 2021, the Company wrote off certain internally developed software, and reported $2.5 million, $3.2 million, $0.0 million, respectively, of impairment loss in the statements of operations. No impairment losses related to property and equipment were recorded during the year ended December 31, 2023, 2022 and 2021. Prepaid and other current assets Prepaid and other current assets, consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Prepaid expenses $ 6,715 $ 7,092 Related party receivables 7,896 18,783 Other current assets 3,423 1,383 Total Prepaid expenses and other current assets $ 18,034 $ 27,258 Accrued expenses and other liabilities Accrued expenses and other liabilities consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Employee payables $ 10,353 $ 14,482 Other short-term liabilities 18,209 35,014 Total accrued expenses and other liabilities $ 28,562 $ 49,496 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS As of December 31, 2023 and December 31, 2022, the Company had secured borrowings with an outstanding balance of $271.7 million and $139.6 million, respectively, as well as a revolving credit facility with an outstanding balance of $90.0 million and $15.0 million, respectively. The Company was in compliance with all covenants as of December 31, 2023. Risk Retention Master Repurchase In normal course of business, the Company, through consolidated VIEs, enters into repurchase agreements to finance the Company’s risk retention balance in notes and certificates retained from securitization transactions. Under these agreements, the Company pledges financial instruments as collateral. Our agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledge by the counterparty are included in Investments in loans and securities in our balance sheet. As of December 31, 2023 and December 31, 2022, the outstanding principal balance under the repurchase agreements was $251.4 million and $124.6 million, respectively, with a weighted average interest rate of approximately thirteen percent and five percent, respectively. The average remaining contractual maturities of the repurchase agreements were greater than 90 days as of both December 31, 2023 and December 31, 2022. Receivables Facility In October 2022, Pagaya Receivables LLC, a wholly-owned subsidiary, entered into a Loan and Security Agreement (the “LSA Agreement”) with certain lenders, which provides for a 3-year loan facility (the “Receivables Facility”) in a maximum principal amount of $22 million to finance certain eligible receivables purchased from sponsored securitization transactions. In June 2023, the Company amended the agreement and increased the maximum principal amount by $10 million to $32 million. Borrowings under the Receivables Facility bear interest at a rate per annum equal to the adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 2.20%, and the balance is repaid using cash proceeds received from the receivables. As of December 31, 2023 and December 31, 2022, the outstanding principal balance under the Receivables Facility was $20.3 million and $15.0 million, respectively, which is recorded within secured borrowing on the consolidated balance sheet. Revolving Credit Facility In September 2022, the Company entered into a Senior Secured Revolving Credit Agreement (the “SVB Credit Agreement”) with certain lenders. The SVB Credit Agreement provided for a 3-year senior secured revolving credit facility (the “SVB Revolving Credit Facility”) in an initial principal amount of $167.5 million, which included a sub-limit for letters of credit in an initial aggregate principal amount of $50.0 million, of which up to the U.S. dollar equivalent of $20.0 million could be issued in new Israeli shekels. Proceeds of borrowings under the SVB Revolving Credit Facility were meant to be used to finance the Company’s ongoing working capital needs, permitted acquisitions or for general corporate purposes of the Company and its subsidiaries. Borrowings under the SVB Revolving Credit Facility bore interest at a rate per annum equal to either (i) a base rate (determined based on the prime rate and subject to a 1.00% floor) plus a margin of 1.75% or (ii) an adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 2.75%. A commitment fee accrues on any unused portion of the commitments under the SVB Revolving Credit Facility at a rate per annum of 0.25% and is payable quarterly in arrears. The Company could voluntarily prepay borrowings under the SVB Revolving Credit Facility at any time and from time to time without premium or penalty, subject only to the payment of customary breakage costs. No amortization payments were required to be made in respect of borrowings under the SVB Revolving Credit Facility. |
INVESTMENTS IN LOANS AND SECURI
INVESTMENTS IN LOANS AND SECURITIES | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN LOANS AND SECURITIES | INVESTMENTS IN LOANS AND SECURITIES The amortized cost, gross unrealized gains and losses and fair value of investments in loans and securities as of December 31, 2023 and 2022 were as follows (in thousands). As provided in Note 8, a portion of these investments in loans and securities are consolidated as a result of the Company’s determination that it is the primary beneficiary of certain VIEs. As of December 31, 2023 Investments in loans and securities, available for sale(1): Amortized Gross Gross Allowance for Credit Losses Fair Securitization notes $ 91,654 $ 629 $ (1,858) $ — $ 90,425 Securitization certificates 715,646 18,684 (11,578) (98,679) 624,073 Other loans and receivables 4,574 — — (2,279) 2,295 Total $ 811,874 $ 19,313 $ (13,436) $ (100,958) $ 716,793 (1) Excludes accrued interest receivable of $12.5 million included in Fees and other receivables As of December 31, 2022 Investments in loans and securities, held-to-maturity(1): Amortized Gross Gross Allowance for Credit Losses Fair Securitization notes $ 147,574 $ 132 $ (6,309) $ — $ 141,397 Securitization certificates 302,636 23,592 (954) — 325,274 Other loans and receivables 13,766 — — — 13,766 Total $ 463,976 $ 23,724 $ (7,263) $ — $ 480,437 (1) Excludes accrued interest receivable of $17.5 million included in Fees and other receivables The following tables set forth the fair value and gross unrealized losses on investments in loans and securities without an allowance for credit losses aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, as of the dates indicated (in thousands): As of December 31, 2023 Less than or equal to 1 year Greater than 1 year Total Investments in loans and securities, available for sale: Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Securitization notes $ 59,925 $ (1,858) $ — $ — $ 59,925 $ (1,858) Securitization certificates 15,799 (1,988) — — 15,799 (1,988) Other loans and receivables — — — — — — Total $ 75,724 $ (3,846) $ — $ — $ 75,724 $ (3,846) As of December 31, 2022 Less than or equal to 1 year Greater than 1 year Total Investments in loans and securities, held-to-maturity: Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Securitization notes $ 111,552 $ (6,309) $ — $ — $ 111,552 $ (6,309) Securitization certificates 8,406 (954) — — 8,406 (954) Other loans and receivables — — — — — — Total $ 119,958 $ (7,263) $ — $ — $ 119,958 $ (7,263) The following table sets forth the amortized cost and fair value of investments in loans and securities by contractual maturities, as of the date indicated (in thousands): As of December 31, 2023 Within 1 year Greater than 1 year, less than or equal to 5 years Total Investments in loans and securities, available for sale: Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Securitization notes $ 2,405 $ 2,387 $ 89,249 $ 88,038 $ 91,654 $ 90,425 Securitization certificates 103 103 715,543 623,970 715,646 624,073 Other loans and receivables — — 4,574 2,295 4,574 2,295 Total (1) $ 2,508 $ 2,490 $ 809,366 $ 714,303 $ 811,874 $ 716,793 As of December 31, 2022 Within 1 year Greater than 1 year, less than or equal to 5 years Total Investments in loans and securities, held-to-maturity: Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Securitization notes $ 1,007 $ 1,007 $ 146,567 $ 140,390 $ 147,574 $ 141,397 Securitization certificates — — 302,636 325,274 302,636 325,274 Other loans and receivables — — 13,766 13,766 13,766 13,766 Total (1) $ 1,007 $ 1,007 $ 462,969 $ 479,430 $ 463,976 $ 480,437 (1) Based on contractual maturities of corresponding repurchase agreements. See Note 6 for additional information. The following table sets forth gross proceeds and related investment gains (losses), as well as losses on write-downs and the allowance for credit losses of securities, for the periods indicated (in thousands): Year Ended December 31, 2023 2022 Investments in loans and securities, available for sale: Proceeds from sales/maturities/prepayments $ 172,061 $ — Write-offs charged against the allowance 33,552 — Additions to allowance for credit losses not previously recorded (134,510) — Investments in loans and securities, held-to-maturity: Proceeds from sales/maturities/prepayments — 112,897 The following tables set forth the activity in the allowance for credit losses for investments in loans and securities, as of the dates indicated (in thousands): Year Ended December 31, 2023 Securitization notes Securitization certificates Other Loans and Receivables Total Balance, beginning of period $ — $ — $ — $ — Additions to allowance for credit losses not previously recorded — (131,110) (3,400) (134,510) Write-offs charged against the allowance — 32,431 1,121 33,552 Balance, end of period $ — $ (98,679) $ (2,279) $ (100,958) During the year ended December 31, 2022, the Company recorded impairment loss of $33.7 million within other income (loss), net in the consolidated statements of operations. There was no activity of the allowance for credit losses during the year ended December 31, 2022. Equity Method and Other Investments The following investments, including those accounted for under the equity method, are included within Equity method and other investments in the consolidated statements of financial position as of December 31, 2023 and December 31, 2022 (in thousands): Carrying Value December 31, 2023 December 31, 2022 Investments in Pagaya SmartResi F1 Fund, LP (1) $ 17,357 $ 16,810 Other (2) 9,026 9,084 Total $ 26,383 $ 25,894 (1) The Company owns approximately 5.4% and is the general partner of Pagaya Smartresi F1 Fund LP. |
CONSOLIDATION AND VARIABLE INTE
CONSOLIDATION AND VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATION AND VARIABLE INTEREST ENTITIES | CONSOLIDATION AND VARIABLE INTEREST ENTITIES The Company has variable interests in securitization vehicles that it sponsors. The Company consolidates VIEs when it is deemed to be the primary beneficiary. In order to be primary beneficiary, the Company must have a controlling financial interest in the VIE. This is determined by evaluating if the Company has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant. Consolidated VIEs As of December 31, 2023 and December 31, 2022, the Company has determined that it is the primary beneficiary of Pagaya Structured Holdings LLC, Pagaya Structured Holdings II LLC, and Pagaya Structured Holding III LLC (“Risk Retention Entities”). As sponsor of securitization transactions, the Company is subject to risk retention requirements and established the Risk Retention Entities to meet these requirements. Below is a summary of assets and liabilities from the Company’s involvement with consolidated VIEs (i.e., Risk Retention Entities) (in thousands): Assets Liabilities Net Assets As of December 31, 2023 $ 132,660 $ — $ 132,660 As of December 31, 2022 $ 264,854 $ — $ 264,854 Unconsolidated VIEs The Company determined that it is not the primary beneficiary of the trusts which hold the loans and issue securities associated with the securitization transactions the Company sponsors. The Company does not have the power to direct or control the activities which most significantly affect the performance of the trusts, which was determined to be servicing loans. The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote, such as where the value of securitization notes and senior and residual certificates the Company holds as part of the risk retention requirement declines to zero. Below is a summary of the Company’s direct interest in (i.e., not held through Risk Retention Entities) variable interests in nonconsolidated VIEs (in thousands): Carrying Amount Maximum Exposure to Loss VIE Assets As of December 31, 2023 $ 591,030 $ 591,030 $ 8,363,402 As of December 31, 2022 $ 200,694 $ 200,694 $ 3,911,589 |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS Severance pay — Under Israeli employment laws, Israeli employees of the Company are included under Section 14 of the Severance Pay Law, 5723-1963 (“Section 14”). According to Section 14, these employees are entitled to monthly payments made by the Company on their behalf with insurance companies. For the year ended December 31, 2023 and 2022, the Company incurred severance related expenses of $3.1 million and $1.0 million, respectively. The amount of severance related expenses was immaterial for the year ended December 31, 2021. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases facilities under operating leases with various expiration dates through 2032. The Company leases office space in New York, Israel and several other locations. The Company entered into sublease agreements for certain leased office space, and the amount of sublease income for the year ended December 31, 2023, 2022 and 2021 was $4.1 million, $2.0 million, $0.0 million, respectively. The security deposits for the leases are $4.8 million and $4.2 million as of December 31, 2023 and December 31, 2022, respectively, which have been recognized as restricted cash, non-current in the consolidated balance sheets. The Company’s operating lease expense consists of rent and variable lease payments. Variable lease payments such as common area maintenance were included in operating expenses. Rent expense for the Company’s short-term leases was immaterial for the periods presented. Operating lease expense was as follows (in thousands): Year Ended December 31, 2023 2022 Rent expense $ 13,016 $ 11,946 Variable lease payments $ 280 $ 429 Supplemental information related to the Company’s operating leases was as follows ($ in thousands): As of December 31, 2023 As of December 31, 2022 Weighted-average remaining lease term (in years) 7.4 8.2 Weighted-average discount rate 6.1 % 5.7 % Year Ended December 31, 2023 2022 Operating lease right-of-use assets recognized in exchange for new operating lease obligations (1) $ (1,839) $ 68,819 (1) During the year ended December 31, 2023, $1.8 million of operating lease right-of-use assets and corresponding lease liability were derecognized as a result of early termination. Maturities of the Company’s operating lease liabilities as of December 31, 2023 were as follows (in thousands): 2024 $ 9,767 2025 8,735 2026 8,735 2027 7,571 2028 6,688 Thereafter 21,482 Total 62,978 Less: imputed interest (12,107) Total operating lease liabilities $ 50,871 |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITY | WARRANT LIABILITY On June 22, 2022, in connection with the Merger, the Company assumed 798,611 Public Warrants and 430,555 Private Placement Warrants, all of which were outstanding as of both December 31, 2023 and December 31, 2022. Public Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on July 22, 2022. The Public Warrants will expire on June 22, 2027 or upon liquidation. The Company will not be obligated to deliver any Class A ordinary shares, no par value (“Class A Ordinary Shares”), of the Company pursuant to the exercise of a public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No public warrant will be exercisable, and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a public warrant unless the Class A Ordinary Share, issuable upon such warrant exercise, has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. Redemption of Public Warrants for Cash The Company may redeem the outstanding warrants: • if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $216.00 per share for any 20 trading days within a 30 trading day period ending three • in whole and not in part; • at a price of $0.12 per warrant; and • upon not less than 30 days’ prior written notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Public Warrants when the per share price of Class A Ordinary Shares equals or exceeds $120.00 The Company may redeem the outstanding warrants: • if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $120.00 per share (subject to adjustment in compliance with the terms of the warrant agreement governing the warrants (“Warrant Agreement”)) for any 20 trading days within a 30 trading-day period ending on, and including, the third trading day prior to the date on which we send the notice of redemption to the warrant holders; • in whole and not in part; and • for cash at a price of at $0.12 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their public warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table included in the Warrant Agreement, based on the redemption date and the “fair market value” of the Class A Ordinary Shares as described in the Warrant Agreement. If the Company calls the Public Warrants for redemption as described above under “ —Redemption of Public Warrants for Cash, ” management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of Class A Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants. Private Placement Warrants — Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are exercisable for cash or cashless, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. These warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the consolidated statements of financial position. 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 warrant liabilities in the consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings — From time to time the Company is subject to legal proceedings and claims in the ordinary course of business. The results of such matters often cannot be predicted with certainty. In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal proceeding and claims when those matters present loss contingencies which are both probable and reasonably estimable. All such liabilities arising from current legal and regulatory matters, to the extent such matters existed, have been recorded in accrued expenses and other liabilities on the consolidated statements of financial position and these matters are immaterial. Contractual Obligations and Commitments — During the year ended December 31, 2023, the Company entered into a purchase commitment with our third-party cloud computing web services provider, which included an annual purchase commitment of $4.6 million for the period from October 2023 through September 2025. As of December 31, 2023, the total remaining contractual obligations are approximately $8.5 million, of which $4.9 million is for the next 12 months. We may pay more than the minimum purchase commitment based on usage. Guarantees and Indemnifications — |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | TRANSACTIONS WITH RELATED PARTIES In the ordinary course of business, the Company may enter into transactions with directors, principal officers, their immediate families, and affiliated companies in which they are principal shareholders (commonly referred to as related parties). The Company has transactions with the securitization vehicles and other Financing Vehicles which are also related parties. As of December 31, 2023, the total fee receivables from related parties are $84.8 million, which consist of $78.4 million from securitization vehicles and $6.3 million from other Financing Vehicles. As of December 31, 2022, the total fee receivables from related parties are $87.8 million, which consists of $83.1 million from securitization vehicles and $4.7 million from other Financing Vehicles. As of December 31, 2023 and 2022, prepaid expenses and other assets include amounts due from related parties of $7.9 million and $18.8 million, respectively, all of which were attributable to Financing Vehicles. For the year ended December 31, 2023, the Company did not purchase assets loans from the Financing Vehicles. During the year ended December 31, 2022 and 2021, the Company purchased approximately $29.6 million and $24.0 million of loan principal from Financing Vehicles, respectively. For the year ended December 31, 2023, the total revenue from related parties is $622.3 million, which consists of $569.8 million from securitization vehicles and $52.4 million from other Financing Vehicles. For the year ended December 31, 2022, the total revenue from related parties is $653.5 million, which consists of $492.1 million from securitization vehicles and $161.4 million from other Financing Vehicles. For the year ended December 31, 2021, the total revenue from related parties is $445.9 million, which consists of $362.7 million from securitization vehicles and $83.2 million from other Financing Vehicles. Series A Preferred Shares Purchase Agreement On April 14, 2023, the Company entered into a Preferred Shares Purchase Agreement (the “Purchase Agreement”) with Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P (together, the “Investor”) to purchase 5,000,000 shares of Series A Convertible Preferred Shares of the Company, no par value (the “Preferred Shares”), for an aggregate purchase price of $75 million. On May 25, 2023, the Company closed the transaction. The Investor is affiliated with Oak HC/FT Partners II, L.P. (“Oak”), an entity that held approximately 12% of the Class A Ordinary Shares, and approximately 3% of the voting power of the Company as of the date of the Purchase Agreement. Mr. Dan Petrozzo, a member of the Pagaya Board and the Audit Committee of the Pagaya Board, is a partner at Oak. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon models that use, as inputs, observable market-based parameters to the greatest extent possible. Financial Assets and Liabilities Recorded at Fair Value The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Investments in loans and securities (Notes) $ — $ 90,425 $ — $ 90,425 Investments in loans and securities (Certificates and Other loans and receivables) — — 626,368 626,368 Liabilities: Warrant liability $ 2,106 $ 1,136 $ — $ 3,242 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ 909 $ 490 $ — $ 1,400 There were no transfers between levels during the periods ended December 31, 2023 and December 31, 2022. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 1 and 2) Warrant liability (Level 1 and 2) The Company used the value of the Public Warrants (Level 1) as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The following tables summarize the Warrant liability activity for the year ended December 31, 2023, 2022 and 2021 (in thousands): Balance as of December 31, 2020 $ 2,471 Exercise of Series B warrants (22,012) Exercise of Series D warrants (6,009) Change in fair value 53,019 Balance as of December 31, 2021 $ 27,469 Assumed warrants in connection with the Merger(1) 5,594 Change in fair value (11,088) Reclassification(2) (20,575) Balance as of December 31, 2022 $ 1,400 Change in fair value 1,842 Balance as of December 31, 2023 $ 3,242 (1) See Note 3 for additional information. (2) In connection with the EJFA Merger, the liability-classified warrants were reclassified to equity-classified warrants. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 3) Investments in Loans and Securities Available for Sale (Level 3) As of December 31, 2023, the Company held investments in loans and securities classified as available for sale. These assets are measured at fair value using a discounted cash flow model, and presented within investments in loans and securities on the consolidated balance sheets. Changes in the fair value, other than declines in fair value due to credit, are reflected in other comprehensive income (loss) on the consolidated statements of comprehensive income (loss). Declines in fair value due to credit are reflected in other income (expenses), net on the consolidated statements of operations. The following tables summarize the activity related to the fair value of the investments in loans and securities available for sale for the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Balance as of December 31, 2022 $ — Transfer from held-to-maturity to available for sale at fair value 480,437 Additions 566,173 Cash received (172,061) In-kind distributions (14,785) Change in fair value (8,461) Credit-related impairment loss (134,510) Balance as of December 31, 2023 $ 716,793 Significant unobservable inputs used for our Level 3 fair value measurement of the loans and securities are the discount rate, loss rate, and prepayment rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the loans and securities as of December 31, 2023: December 31, 2023 Unobservable Input Minimum Maximum Weighted Average Discount rate 8.0 % 15.0% 15.0% Loss rate 4.9 % 31.0% 15.7% Prepayment rate 4.0 % 40.0% 9.9% Financial Assets and Liabilities Not Recorded at Fair Value The Company believes that the carrying amount of cash, cash equivalents and restricted cash, fees and other receivables, accounts payables and other current liabilities approximate their fair value due to the short-term maturities of these instruments. The below tables contain information about assets that are not measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Fair Value Carrying Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash $ 222,541 $ 222,541 $ — $ — $ 222,541 Fees and other receivables 113,707 — 113,707 — 113,707 Total assets $ 336,248 $ 222,541 $ 113,707 $ — $ 336,248 December 31, 2022 Fair Value Carrying Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash $ 337,076 $ 337,076 $ — $ — $ 337,076 Investments in loans and securities, held-to-maturity 463,976 — — 480,437 480,437 Fees and other receivables 97,993 — 97,993 — 97,993 Total assets $ 899,045 $ 337,076 $ 97,993 $ 480,437 $ 915,506 |
ORDINARY SHARES AND ORDINARY SH
ORDINARY SHARES AND ORDINARY SHARE WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
ORDINARY SHARES AND ORDINARY SHARE WARRANTS | ORDINARY SHARES AND ORDINARY SHARE WARRANTS As of December 31, 2023, 839,999,998 shares with no par value are authorized, of which, 6,666,666 shares are designated as Preferred Shares, 666,666,666 shares are designated as Class A Ordinary Shares, and 166,666,666 shares are designated as Class B Ordinary Shares. As of December 31, 2023, the Company had 5,000,000 Preferred Shares outstanding, 49,390,936 Class A Ordinary Shares outstanding and 12,652,310 Class B Ordinary Shares outstanding. The rights of the holders of each class of Ordinary Shares are identical, except with respect to voting. Each share of Class A Ordinary Share is entitled to one vote per share. Each share of Class B Ordinary Share is entitled to 10 votes per share. Shares of Class B Ordinary Share may be converted at any time at the option of the stockholder and automatically convert upon sale or transfer to Class A Ordinary Share. Reverse Share Split Upon the approvals granted at the special general meeting of shareholders held on February 15, 2024, the Board has determined to implement a reverse share split of all of the Company’s ordinary and preferred shares, without par value, at a ratio of 1-for-12 with effective date of March 8, 2024. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse share split. As of December 31, 2023 and 2022, the Company had reserved ordinary shares for future issuance as follows: December 31, 2023 December 31, 2022 Share options 4,250,988 6,379,785 Options to restricted shares 20,046,080 20,217,940 RSUs 3,034,203 479,497 Ordinary share warrants 2,076,014 1,955,725 Redeemable convertible preferred shares 5,000,000 — Shares available for future grant of equity awards 5,231,186 8,975,028 Total shares of ordinary share reserved 39,638,471 38,007,975 Ordinary Share Warrants The Company has accounted for the ordinary share warrants as equity-classified warrants as they met the requirements for equity classification under ASC 815, including whether the ordinary share warrants are indexed to the Company’s own ordinary shares. As of December 31, 2023, there were 433,946 warrants expiring in March 2031 with an exercise price of $0.00006 per share, 192,901 warrants expiring in June 2030 with an exercise price of $0.0006 per share, 220,000 warrants expiring in March 2032 with an exercise price of $0.12 per share, and 1,229,166 warrants expiring in June 2027 (consisting of the Public Warrants and Private Placement Warrants) with an exercise price of $138 per share. Ordinary Shares Purchase Agreement On August 17, 2022, the Company entered into an ordinary shares purchase agreement (the “Equity Financing Purchase Agreement”) and a registration rights agreement (the “Equity Financing Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Pursuant to the Equity Financing Purchase Agreement, the Company has the right to sell to B. Riley Principal Capital II, up to $300,000,000 of newly issued shares of the Company’s Class A Ordinary Shares from time to time during the 24-month term of the Equity Financing Purchase Agreement, subject to certain limitations and conditions set forth in the Equity Financing Purchase Agreement. Sales of Class A Ordinary Shares pursuant to the Equity Financing Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Equity Financing Purchase Agreement. The per share purchase price for the shares of Class A Ordinary Shares that the Company elects to sell to B. Riley Principal Capital II in a Purchase pursuant to the Equity Financing Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the Company’s Class A Ordinary Shares as defined within the Equity Financing Purchase Agreement, less a fixed 3% discount. The Company cannot issue to B. Riley Principal Capital II more than 3,344,967 shares of Class A Ordinary Shares, which number of shares is approximately 9% of outstanding Class A Ordinary Shares immediately prior to the execution of the Equity Financing Purchase Agreement. The net proceeds under the Equity Financing Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to B. Riley Principal Capital II. As consideration for B. Riley Principal Capital II’s commitment to purchase shares of Class A Ordinary Shares at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Financing Purchase Agreement, upon execution of the Equity Financing Purchase Agreement, the Company issued 3,878 shares of Class A Ordinary Shares to B. Riley Principal Capital II. Expense of $1 million related to these shares was recognized within other income (loss), net in the Company’s consolidated statements of operations. During the year ended December 31, 2023, 1,587,157 shares were issued under the Equity Financing Purchase Agreement for net proceeds of $27.2 million, and related fee of $0.7 million was expensed. Amended Letter Agreement Pursuant to the Letter Agreement, dated June 1, 2020, the Company agreed to provide Radiance Star Pte. Ltd. (“Radiance”), an affiliate of GIC Private Limited, the right to purchase up to a certain amount of qualified securities in certain offerings by the Company and to provide Radiance with notice of any fund offerings or securitization offerings. On March 19, 2023, the Company and Radiance agreed to extend the term of the Letter Agreement by three years (the “Amended Letter Agreement”) to June 1, 2028 on the same terms and amount, including the issuance of 220,000 warrants to purchase Class A Ordinary shares at an exercise price of $0.12 that vest annually beginning from June 1, 2025 if certain investment thresholds by Radiance are met. There were no other material changes to the existing terms of the Letter Agreement. Redeemable Convertible Preferred Shares In May 2023, the Company issued 5,000,000 Preferred Shares at $15.00 per share (the “Original Issue Price”) to Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P for gross total proceeds of $75 million. For accounting purposes, upon issuance of the Preferred Share, the Company recorded $74.25 million ($75 million net of direct offering costs of $0.75 million) as mezzanine equity (temporary equity) on the consolidated balance sheets because it is contingently redeemable outside of the control of the Company. The terms and preferences of the preferred shares are summarized as follows: Conversion Features Each one Preferred Share shall be convertible into one Class A Ordinary Share at the option of the holder thereof, at any time. At any time on or after the six • if the 30-Day VWAP Average is equal to or greater than two times the Original Issue Price, one Class A Ordinary Share; or • if the 30-Day VWAP Average is less than two times the Original Issue Price but greater than 25% of the Original Issue Price, a number of Class A Ordinary Shares equal to (a) two times the Original Issue Price divided by (b) the 30-Day VWAP Average. If, based on the 30-Day VWAP Average, the value of a Preferred Share, on an as-converted basis, represents a return of the Original Issue Price ranging from a multiple of 3.5 to 2.5 of the Original Issue Price (“MOIP”) from the 2nd anniversary of the closing date to the 5th anniversary of the closing date, respectively, the Company shall have the right, but not the obligation, within five ten Liquidation In the event of a Liquidation Event, the assets or proceeds available for distribution to the shareholders (the “Distributable Assets”) shall be distributed in the following order and preference: First, the holders of Preferred Shares then outstanding shall be entitled to receive, from the Distributable Assets, prior and in preference to any distribution in respect of the Ordinary Shares, an amount for each Preferred Share held by them (the “Preference Amount”) equal to the greatest of • (i) the sum of the Original Issue Price of such share plus an amount equal to 3.0% of the Original Issue Price for each full semi-annual period for which such Preferred Share has been outstanding (without compounding); • (ii) the amount such holder would actually receive for each Preferred Share if such Preferred Share had been converted into Ordinary Shares immediately prior to such Liquidation Event; or • (iii) two times the Original Issue Price. Second, after payment in full of the Preference Amount in respect of all Preferred Shares then outstanding, the remaining Distributable Assets, if any, shall be distributed on a pro-rata basis among the holders of Pagaya Ordinary Shares. In the event that the Distributable Assets are insufficient to pay in full the Preference Amount in respect of each Preferred Share then outstanding, then all of such Distributable Assets shall be distributed on a pari passu basis among the holders of the Preferred Shares in proportion to the respective full Preference Amount otherwise payable to such holders. Dividends Preferred Shares, Class A Ordinary Shares and Class B Ordinary Shares shall be treated equally and ratably, on a per share basis with respect to any dividend or distribution paid or distributed by the Company. As of December 31, 2023, the Company has not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Voting Each holder of Preferred Shares shall have one vote for each Ordinary Share into which the Preferred Shares held by such holder could be converted, as of the applicable record date set for the vote on any matter, whether the vote thereon is conducted by a show of hands, by written ballot or by any other means. Redemption Preferred Shares are not redeemable at the election of the holder, except that in the event of a change in control resulting from the sale or transfer of the Company’s securities, which qualifies as a Liquidation Event. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION Share Options —Granted share options expire at the earlier of termination of employment or ten years from the date of grant. Share options generally vest over four years of the employment commencement date or with 25% vesting on the twelve-month anniversary of the employment commencement date, and the remaining on a pro-rata basis each quarter over the next three years. Any options, which are forfeited or not exercised before expiration, become available for future grants. The following table summarized the Company’s share option activity during the year ended December 31, 2023, 2022, and 2021: Number of Options Weighted Average Exercise Price Weighted Average Aggregate Balance, December 31, 2020 3,827,222 $ 0.8 9.1 $ 2,905 Granted 4,208,660 13.1 Exercised (329,054) 1.1 Forfeited (434,923) 6.2 Balance, December 31, 2021 7,271,905 $ 7.4 8.9 $ 184,841 Granted 1,403,211 27.2 Exercised (1,393,798) 1.1 Forfeited (901,533) 18.0 Balance, December 31, 2022 6,379,785 $ 11.6 8.3 $ 19,895 Granted — — Exercised (914,908) 4.6 Forfeited (1,213,889) 25.6 Balance, December 31, 2023 4,250,988 $ 7.2 7.2 $ 43,940 Vested and exercisable, December 31, 2023 2,984,461 $ 4.9 7.1 $ 37,770 There was no grant of share options during the year ended December 31, 2023. The weighted-average grant date fair value of employee options granted for the year ended December 31, 2022 and 2021 was $6.75 and $1.09, respectively. The aggregate intrinsic value of options exercised was approximately $10.9 million, $19.2 million and $0.3 million for the year ended December 31, 2023, 2022 and 2021, respectively. The total fair value of share options vested for the year ended December 31, 2023, 2022 and 2021, was $62.4 million, $36.0 million and $0.6 million, respectively. Share-based compensation expense is based on the grant-date fair value on a straight-line basis for graded awards with only service conditions, which is generally the option vesting term of four years. The fair value of each option on the date of grant is determined using the Black Scholes-Merton (BSM) option pricing model using the single-option award approach with the assumptions set forth in the table below. Fair Value of Ordinary Shares —Prior to the Company’s public listing, the absence of an active market for the Company’s ordinary shares required the Company’s board of directors to determine the fair value of its ordinary shares for purposes of granting share options. The Company obtained contemporaneous third-party valuations to assist the board of directors in determining the fair value of the Company’s ordinary share. After the IPO, the fair value of each ordinary share was based on the closing price of the Company’s publicly traded ordinary shares as reported on the date of the grant. Expected Volatility —Prior to the Company’s public listing, volatility is based on historical volatility rates obtained from certain public companies that operate in the same or related business as the Company since there was no market or historical data for Company’s ordinary share. After the IPO, volatility is based on volatility of Company’s publicly traded ordinary shares. Risk-Free Interest Rate —The risk-free interest rate is determined using a U.S. Treasury zero-coupon bonds for the period that coincides with the expected term set forth. Expected Term — The expected term of share options represents the weighted average period the share options are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. Expected Dividend Yield —The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. The assumptions used to estimate the fair value of share options granted for the year ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 Expected volatility — 46.91% - 529.23% 41.12% - 48.71% Expected term (in years) — 5.00 - 6.19 5.00 - 6.27 Risk free interest — 1.68% - 3.65% 0.60% - 1.39% Dividend yield — 0.00 0.00 At December 31, 2023, unrecognized compensation expense related to unvested share options was approximately $53.1 million, which is expected to be recognized over a remaining weighted-average period of 1.38 years. Restricted Stock Units (RSUs) —RSUs generally vest over two years of the employment commencement date with 50% vesting on the twelve-month anniversary of the employment commencement date, and the remaining on a pro-rata basis each quarter over the remaining twelve months. RSUs granted are forfeited at termination of employment. Any RSUs, which are forfeited or not exercised before expiration, become available for future grants. The following table summarized the Company’s RSU activity during the year ended December 31, 2023 and 2022: Number of RSUs Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2021 — $ — Granted 494,698 64.1 Vested (10,867) 93.7 Forfeited (4,333) 71.9 Unvested at December 31, 2022 479,498 $ 63.3 Granted 4,497,281 13.0 Vested (1,189,136) 18.8 Forfeited (753,440) 25.7 Unvested at December 31, 2023 3,034,203 $ 15.6 In connection with RSUs that vested during the year ended December 31, 2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 60,415 shares of common stock during the year. In addition, the Company deferred a settlement of 166,666 vested RSUs that were granted in connection with the Darwin acquisition. In addition, 624 of RSUs that were vested in 2022 were released during the year ended December 31, 2023. Accordingly, 962,679 shares were delivered during the year ended December 31, 2023. Options to Restricted Shares In March 2021, the Company granted 18.7 million options to purchase restricted shares (the “First Awards”) at an exercise price of approximately $18.95 per share to certain directors and employees. These First Awards will vest upon the earlier of the following vesting conditions to occur of (i) a Transaction (defined as (a) a sale of all or substantially all assets or shares of the Company; or (b) a merger, consolidation, amalgamation or like transaction; or (c) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction) and (ii) Public Event (defined as an IPO or a SPAC) (each, a “Qualifying Event”). The Qualifying Event, further, contains additional market-based vesting conditions driven by the total value of the Company. The First Awards do not get accelerated upon any events. Any Awards that do not vest on such date (if such date is triggered by a Qualifying Event) will remain eligible for vesting following a Qualifying Event. However, any Awards that do not vest on or before the earlier to occur of a Transaction and the expiration date (10 years from the grant date) shall be forfeited. In December 2021, the Company granted 0.4 million options to purchase restricted shares (the “Second Awards”) at an exercise price of approximately $40.59 per share to certain directors. These Second Awards will vest upon the earlier of the following vesting conditions to occur of a Qualifying Event. The Second Awards do not get accelerated upon any events. Any Awards that do not vest on such date (if such date is triggered by a Qualifying Event) will remain eligible for vesting following a Qualifying Event. However, any Awards that do not vest on or before the earlier to occur of a Transaction and the expiration date (10 years from the grant date) shall be forfeited. In December 2021, the Company granted 0.6 million options to purchase restricted shares (the “Third Awards”) at an exercise price of approximately $37.38 per share to certain employees. These Third Awards will vest upon the following: (i) The Valuation-Based Vesting Condition may be satisfied at any date on or after March 31, 2022 based on the Total Value of the Company on such date (which shall be determined based on an independent third party valuation or, if the Company’s shares are publicly traded, based on the average trading price of a share of the Company over a period of sixty (60) days). Any options or shares received in connection with the exercise of an option that have not satisfied the Valuation-Based Vesting Condition on or prior to the ten The following table summarized the Company’s options to restricted shares activity during the year ended December 31, 2023, 2022 and 2021: Number of Options Weighted Average Exercise Price Weighted Average Aggregate Balance, December 31, 2020 — — — $ — Granted 20,430,614 19.92 — — Exercised — — — — Forfeited — — — — Balance, December 31, 2021 20,430,614 $ 19.92 9.3 $ 1,526 Granted 138,818 $ 25.80 Exercised — — Forfeited (351,492) 37.68 Balance, December 31, 2022 20,217,940 $ 19.68 8.2 $ — Granted — — Exercised (10,332) 15.36 Forfeited (161,528) 36.12 Balance, December 31, 2023 20,046,080 $ 19.44 7.2 $ — Vested and exercisable, December 31, 2023 16,484,445 $ 19.20 7.2 $ — At December 31, 2023, unrecognized compensation expense related to options to restricted shares was approximately $20.7 million, which is expected to be recognized over a remaining weighted-average period of 1.56 years. Share-Based Compensation Expense The following table presents the components and classification of share-based compensation for the year ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Technology, data and product development $ 12,375 $ 81,337 $ 27,042 Selling and marketing 13,216 58,377 18,458 General and administrative 45,464 101,975 22,285 Total $ 71,055 $ 241,689 $ 67,785 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Corporate Income Tax - Ordinary taxable income in Israel is subject to a corporate tax rate of 23%. Pagaya has received an approval from the Israeli Tax authorities for Preferred Technological Enterprise (“PTE”) status and received approval on November 18, 2021. The approval is effective for the tax years 2020 through 2024. Income from a PTE is subject to 12% tax rate. Foreign Exchange Regulations in Israel - Under the Foreign Exchange Regulations, the Company calculates its tax liability in U.S. Dollars according to certain orders. The tax liability, as calculated in U.S. Dollars is translated into NIS according to the exchange rate as of December 31st of each year. Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. The components of income (loss) before income taxes are as follows (in thousands): December 31, 2023 2022 2021 Domestic (Israel) $ (53,292) $ (225,429) $ (87,045) Foreign (127,876) (50,945) 25,397 Total income (loss) before income taxes $ (181,168) $ (276,374) $ (61,648) The income tax expense (benefit) consists of (in thousands): December 31, 2023 2022 2021 Current: Domestic $ 593 $ (4,063) $ 7,067 Foreign 16,601 14,233 4,162 Total current 17,194 10,170 11,229 Deferred: Domestic (461) 6,233 (3,359) Foreign (1,162) (3) 5 Total deferred (1,623) 6,230 (3,354) Total income tax provision $ 15,571 $ 16,400 $ 7,875 Effective Tax Rate A reconciliation of the Company’s effective tax rate to the statutory tax rate of the Company is as follows (in thousands): December 31, 2023 2022 2021 Income (loss) before income taxes $ (181,168) $ (276,374) $ (61,648) Israel statutory income tax rate 23 % 23 % 23 % Theoretical income taxes at statutory rate (41,669) (63,566) (14,179) Preferred technological enterprise benefit 5,891 24,859 9,378 Deferred tax assets for which valuation allowance was provided 16,067 36,851 1,194 Permanent differences 7,643 17,792 16,037 Uncertain tax positions 13,500 7,580 26 Prior year taxes (2,312) (4,506) (135) Subsidiaries taxed at a different tax rate 16,443 (2,524) (4,559) Utilization of carry forward losses for which valuation allowance was provided — — (126) Reduction in valuation allowance (1,162) — — Other 1,170 (86) 239 Income tax $ 15,571 $ 16,400 $ 7,875 Effective tax rate NM* NM* NM* *NM = Not meaningful. Deferred Tax Assets and Liabilities Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023 and 2022, a valuation allowance was provided reducing the deferred tax assets due to uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. As of December 31, 2023 and 2022, deferred tax assets presented in the balance sheet are comprised as follows (in thousands): December 31, 2023 2022 Carry forward tax losses $ 14,608 $ 11,080 Research and development cost 5,777 929 Compensations and benefits 27,507 24,032 Operating lease liability 7,111 7,705 Initial public offering costs 1,551 3,933 Provision of loans 13,425 2,276 Capital loss 948 — Other 794 528 Deferred tax assets before valuation allowance 71,721 50,483 Valuation allowance 61,334 39,678 Deferred tax assets 10,387 10,805 Intangible assets (687) — Right-of-use assets (7,694) (8,116) Capitalized research and development costs — (1,537) Equity method investments (1,327) (1,254) Property and equipment (666) (466) Other (120) — Deferred tax liabilities (10,494) (11,373) Deferred tax assets (liabilities), net $ (107) $ (568) As of December 31, 2023 the Company has an accumulated tax loss carry forward of approximately $68.8 million in Israel and $27.6 million federal losses in the U.S which can be offset with the limitation as described in Section 382 of the IRS Code due to U.S subsidiary prior change in ownership. These losses do not have an expiration date. Uncertain Tax Positions A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2023 2022 Uncertain tax positions, beginning of the year $ 7,770 $ 190 Increase (decrease) in tax positions for prior years 865 — Increases related to current year tax positions 13,082 7,593 Revaluation 418 (13) Uncertain tax positions, end of year $ 22,135 $ 7,770 Tax Assessments As of December 31, 2023, the Company has final tax assessments in Israel through 2018 and in the U.S. through 2019. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Net income (loss) per share is presented in conformity with the two-class method required for multiple classes of ordinary share and participating securities. Basic net income per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of share options, restricted stock units and other contingently issuable shares. The dilutive effect of outstanding share options, restricted stock units and other contingently issuable shares is reflected in diluted earnings per share by application of the treasury stock method. The Company has two classes of ordinary share subsequent to the EJFA Merger on June 22, 2022: Class A and Class B. See Note 3 for additional information. The computation of the diluted net income per share of Class A Ordinary Shares assumes the conversion of Class B Ordinary Shares, while the diluted net income per share of Class B Ordinary Shares does not assume the conversion of those shares. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and result in an identical net loss per share for each class under the two-class method. The Preferred Shares are a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of Preferred Shares would participate to the same extent as if they had converted the Preferred Shares to ordinary shares. Net loss is attributed to ordinary shareholders and participating securities based on their participation rights. Net loss attributable to ordinary shareholders is not allocated to the Preferred Shares as the holders of the Preferred Shares do not have a contractual obligation to share in any losses. The following table sets forth the calculation of basic and diluted net loss per share attributable to ordinary shareholders for the year ended December 31, 2023, 2022 and 2021 (in thousands, except share and per share data): Year Ended December 31, 2023 Class A Class B Numerator: Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (98,505) $ (29,933) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 46,046,607 13,992,286 Net loss per share attributable to ordinary shareholders, basic and diluted $ (2.14) $ (2.14) Year Ended December 31, 2022 Class A Class B Numerator: Allocation of undistributed earnings: Net loss attributable to Pagaya Technologies Ltd. shareholders $ (238,299) $ (64,022) Less: Undistributed earnings allocated to participating securities (9,620) (2,585) Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (247,919) $ (66,607) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 30,152,746 8,100,990 Net loss per share attributable to ordinary shareholders, basic and diluted $ (8.22) $ (8.22) Year Ended December 31, 2021 Numerator: Net loss attributable to Pagaya Technologies Ltd. shareholders $ (91,151) Less: Undistributed earnings allocated to participating securities (19,558) Less: Deemed dividend distribution (23,612) Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (134,321) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 16,276,048 Net loss per share attributable to ordinary shareholders, basic and diluted $ (8.25) The following potentially dilutive outstanding securities as of December 31, 2023, 2022 and 2021 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods: December 31, 2023 2022 2021 Share options 3,895,087 6,379,785 7,271,906 Options to restricted shares 20,046,080 20,217,940 20,430,614 RSUs 3,034,203 479,497 — Preferred share warrants — — 359,714 Ordinary share warrants 2,016,326 1,955,725 2,245,126 Redeemable convertible preferred shares 5,000,000 — 33,866,585 Net potential dilutive outstanding securities 33,991,696 29,032,947 64,173,945 |
SEGMENTS AND GEOGRAPHICAL INFOR
SEGMENTS AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHICAL INFORMATION | SEGMENTS AND GEOGRAPHICAL INFORMATION The following table sets forth revenue from fees generated by geographic area (in thousands): December 31, 2023 2022 2021 United States $ 772,814 $ 685,129 $ 409,858 Israel — — 3,771 Cayman — 285 32,237 Total revenue from fees $ 772,814 $ 685,414 $ 445,866 Long-Lived Assets The following table sets forth long-lived assets (including property and equipment, net and right-of-use assets) by geographic area (in thousands): December 31, 2023 2022 Israel $ 86,345 $ 83,270 United States 10,941 9,470 Total long-lived assets, net $ 97,286 $ 92,740 Total Assets The following table sets forth total assets by geographic area (in thousands): December 31, 2023 2022 United States $ 966,201 $ 653,908 Israel 242,019 391,024 Rest of the world 156 147 Total assets $ 1,208,376 $ 1,045,079 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Credit Agreement On February 2, 2024, the Company entered into certain credit agreement which provides for a 5-year senior secured revolving credit facility in an initial principal amount of $25.0 million, which subsequently increased to $35.0 million, and a 5 year senior secured term loan facility (the “Facilities”) in an initial principal amount of $255.0 million. The Facilities replace the existing Revolving Credit Facility (see Note 6). In addition to replacing the existing Revolving Credit Facility, proceeds of borrowings under the Facilities may be used for general corporate purposes of the Company and its subsidiaries. Reverse Share Split |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”) if any. |
Principles of Consolidation | All intercompany accounts and transactions have been eliminated. |
Variable Interest Entities | A VIE is a legal entity that has a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. The Company’s variable interest arises from contractual ownership or other monetary interests in the entity, which may change with fluctuations in the fair value of the VIE’s net assets. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and an obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company assesses whether or not it is the primary beneficiary of a VIE at initial involvement and on an ongoing basis. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. |
Segment Reporting | Excluding Darwin Homes, Inc. (“Darwin”) (see Note 3) which was determined to be an immaterial reportable segment, the Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its financials as a single reporting segment. The Company’s chief operating decision-maker is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Foreign Currency | The functional and reporting currency of the Company is the U.S. Dollar as it is the currency of the primary economic environment in which Pagaya’s operations are conducted. The monetary assets and liabilities denominated in currencies other than the U.S. Dollar are accordingly remeasured into U.S. Dollars at exchange rates in effect at the end of each period in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the Statements of Operations within Other income (expenses), net, as appropriate. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents consist of checking, money market and savings accounts held at financial institutions or highly liquid investments purchased with an original maturity of three months or less. Cash equivalents are stated at carrying value, which approximates fair value. |
Concentrations of Credit Risk and Significant Customers | Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and fees receivable. Cash and cash equivalents are principally maintained with major financial institutions, which management assesses to be of high credit quality. The Company has not experienced any losses on these deposits. |
Fair Value Measurement | ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon models that use, as inputs, observable market-based parameters to the greatest extent possible. Additionally, ASC 820 established a fair value hierarchy to categorize the use of inputs into the following three levels: Level 1 —Quoted prices, unadjusted, for identical assets or liabilities in active markets. Level 2 —Pricing inputs are other than quoted prices in active markets and include 1) quoted prices for similar assets or liabilities in active markets, 2) quoted prices for identical or similar assets or liabilities in markets that are not active, and 3) or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means. Level 3 —Pricing inputs are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. |
Investments in Loans and Securities and Investments in Loans and Securities Available for Sale and Loans Held for Investment | A wholly-owned subsidiary (“Sponsor”) previously sponsors securitization transactions (the “Securitizations”), each through a separate trust structure with an asset portfolio consisting of unsecured consumer loans, auto loans or real estate assets. Each Securitization’s asset portfolio was structured by the Sponsor, which is also the administrator of each Securitization. The Sponsor, directly and indirectly through affiliates, retained at least 5% of the economic risk in the Securitizations to comply with risk retention required by Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by Securities and Exchange Commission. Investments in loans and securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity, and changes in the availability and the yield of alternative investments will be classified as available for sale (“AFS”). These investments are carried at fair value determined using public market prices, dealer quotes, and prices obtained from independent pricing services that may be derivable from observable and unobservable market inputs. On January 1, 2023, the Company transferred all of its investment securities classified as held-to-maturity to available for sale. These investments are held at fair value with changes in fair value recorded in unrealized gain (loss) on securities available for sale, net within other comprehensive income (loss), excluding the portion relating to any credit loss. As of the end of each reporting period, management reviews each security where the fair value is less than the amortized cost to determine whether any portion of the decline in fair value is due to a credit loss and/or whether or not we intend to sell or will be required to sell such security before recovery of its amortized cost basis. The portion of any decline in fair value which management identifies as a credit loss will be recognized as an allowance for credit losses through other income (expenses), net. To the extent management intends to sell or may be required to sell a security in an unrealized loss position, the Company (1) reverses any previously recorded allowance for credit losses with an offsetting entry to reduce the amortized cost basis of the security and (2) writes-off any remaining portion of the amortized cost basis to equal its fair value, with this change recorded through other income (expenses), net. See Note 7 for additional information. Impaired loans and investments are classified as non-accrual status. Non-accrual loans and investments are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. |
Equity Method and Other Investments | The Company uses the equity method of accounting for investments in entities that the Company does not control but has the ability to exercise significant influence over the financial and operating policies of the investee. Under the equity method of accounting, the Company’s share of the investee’s underlying net income or loss is recorded as investment income or loss on the consolidated statements of operations. Distributions received from the investment reduce the Company’s carrying value of the investee. |
Property and Equipment, Net | Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Useful lives by asset category are as follows: Computer and software 3 to 7 years Equipment 3 to 7 years Internal-Use Software 2 years Leasehold improvements Shorter of remaining lease term or estimated useful life Maintenance and repairs that do not enhance or extend the asset’s useful life are expensed as incurred. Major replacements, improvements and additions are capitalized. Upon the sale or retirement of property and equipment, the cost and the related accumulated depreciation or amortization are removed from the consolidated financial statements, with any resulting gain or loss included in the consolidated statements of operations. |
Internal-Use Software | Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll |
Goodwill and Intangible Assets | Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment at the reporting unit level annually or whenever indicators of impairment exist. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. The Company may assess goodwill for impairment initially using a qualitative approach, referred to as “step zero”, to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may alternatively elect to initially perform a quantitative assessment and bypass the qualitative assessment. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. The Company’s annual impairment testing date is October 1. Definite-lived intangible assets are amortized on a straight-line basis over their useful lives. The Company's long-lived assets and identifiable intangibles that are subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include any significant changes in the manner of the Company's use of the assets and significant negative industry or economic trends. Upon determination that the carrying value of a long-lived asset may not be recoverable based upon a comparison of aggregate undiscounted projected future cash flows to the carrying amount of the asset, an impairment charge is recorded for the excess of the carrying amount over fair value. |
Warrants | The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. |
Revenue Recognition and Production Costs | The Company’s revenue consists of two components: revenue from fees and revenue from other income, which is comprised of interest income and investment income. The amount of revenue from fees recognized reflects the consideration that the Company expects to receive in exchange for services provided. The Company applied the following five steps: 1. Identification of the contract with the customer: The Company determines a contract with a customer exists when each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, a conclusion has been reached that the customer has the ability and intent to pay, and the contract has commercial substance. 2. Identification of the performance obligations in the contract: Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct and separately identifiable, whereby the customer can benefit from the services. 3. Determination of the transaction price: The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Payment terms and conditions vary by contract. 4. Allocation of the transaction price to the performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation. 5. Recognition of revenue when, or as, a performance obligation is satisfied: Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised delivery of service to the customer. Production costs are primarily comprised of (i) fees the Company incurs to Partners when network volume is acquired by Financing Vehicles as the Partners are responsible for marketing and customer interaction, facilitating the flow of additional application flow, and (ii) expenses the Company incurs to renovate single-family rental properties. Revenue from fees is comprised of Network AI fees and Contract fees. Network AI fees can be further broken down into two fee streams: AI integration fees and capital markets execution fees. AI integration fees are earned for the creation and delivery of that assets that comprise Network Volume. The Company utilizes multiple funding channels to enable the purchase of network assets from Partners, such as asset backed securitizations (“ABS”). Capital markets execution fees are earned from the market pricing of ABS transactions while contract fees are management, performance and similar fees. These fees are the result of agreements with customers and are recognized in accordance with FASB Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenue is generally recognized on a gross basis in accordance with ASC 606 related to reporting revenue on a gross basis as a principal versus on a net basis as an agent. This is because the Company is primarily responsible for integrating the various services fulfilled by Partners and is ultimately responsible to the Financing Vehicles for the fulfillment of the related services. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records revenue on a net basis. Network AI fees, comprised of AI integration fees and capital markets execution fees, totaled $696.0 million, $599.0 million and $387.1 million for the year ended December 31, 2023, 2022 and 2021, respectively. The Company recognizes Network AI fees primarily at a point in time when the related performance obligation is satisfied. Expenses to third parties for services that are integrated with the Company’s technology are recorded in the consolidated statements of operations as Production Costs. Real estate fees, which are included in Network AI fees, are earned for the obligations to arrange for the purchase of real estate assets, provide administrative services, arrange for the eventual sale of the assets, and provide pre-and post-purchase services including the right to earn performance fees. All of these fees are recognized over time except for the purchase and sale obligations, which are satisfied at the point in time of the respective transactions. As the Company is a principal for these services, revenues are recorded on a gross basis. Contract fees include administration and management fees, performances fees, and servicing fees. Contract fees totaled $76.8 million, $86.4 million and $58.8 million for the year ended December 31, 2023, 2022 and 2021, respectively. The Company recognizes administration fees over the service period for the Financing Vehicles managed or administered by the Company. Performance fees are earned when certain Financing Vehicles exceed contractual return thresholds. They are recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. An estimate is made by the Company based on a variety of factors including market conditions and expected loan performance. In the following period, the true performance is measured and then adjusted to ensure that the fees accurately represent actual performance. As such, there are revenues that result from performance obligations satisfied in the previous year. During the year ended December 31, 2023, $3.6 million worth of fees represent performance obligations satisfied in 2022 that were greater than the original estimate. During the year ended December 31, 2022 and 2021, $3.8 million and $1.2 million, respectively, worth of fees represent performance obligations satisfied in the previous year that were lesser than the original estimate. Servicing fees for the Financing Vehicles, which primarily involve collecting payments and providing reporting on the loans within the securitization vehicles, are recognized over the service period. These duties have been considered to be agent responsibilities and does not include acting as a loan servicer. Accordingly, servicing fees are recorded on a net basis. The Company determines its contracts generally to not include a significant financing component since the Company's selling prices are not subjected to billing terms nor is its purpose to receive financing from its customers or to provide customers with financing. In addition, as a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between payment and the transfer of services is expected to be one year or less. |
Interest Income | Interest income is recognized based on projected cashflow according to the ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company accrues interest income on investments based on the effective interest rate of the investments and recorded as interest income as earned. Interest income also includes accrued interest earned on outstanding investments in loans and securities. Loans and securities with an allowance for credit losses that have reached a delinquency of over 90 days are classified as non-accrual status. The Company records an allowance for credit losses on accrued interest receivable. Non-accrual loans and investments are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. As of December 31, 2023 and 2022, the Company has recorded $12.5 million and $17.5 million of accrued interest income in fees and other receivables on the consolidated balance sheets, respectively. Interest income earned from cash and cash equivalents is recorded on an accrual basis to the extent such interest is earned and expected to be collected. |
Technology, Data and Product Development Costs | Technology, data and product development costs are primarily engineering and product development expenses which primarily consists of payroll and other employee-related expenses, including share-based compensation expenses, for the engineering and product development teams as well the costs of systems and tools used by these teams. These costs, net of amounts capitalized, are recognized in the period incurred. The capitalized internal-use software is amortized on a straight-line method over the estimated useful life in technology, data and product development costs. |
Leases | The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated statements of financial position as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses, including insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. |
Share-Based Compensation | The Company grants options to employees and nonemployees. The Company measures options based on the estimated grant date fair values, which the Company determines using the Black-Scholes option-pricing model. The Company measures the fair value of restricted stock units based on the market value of the underlying shares at the date of grant. The Company records the resulting expense in the consolidated Statements of Operations using the straight-line method over the period of service required to vest in the award, which is generally two The Company also grants options to restricted shares to certain employees and directors. The Company measures options to restricted shares based on the estimated grant date fair values, which the Company determines using the Monte Carlo simulation model implemented in a risk-neutral valuation framework. The Company records the resulting expense in the consolidated Statements of Operations using the straight-line method over the period of service required to vest in the award, which is generally two |
Income Taxes | The Company uses the liability method of accounting for income taxes, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws expected to apply to taxable income when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under non-current assets and liabilities, respectively. ASC 740, “Income Taxes” (“ASC 740”) states that a tax benefit from an uncertain tax position may be recognized (1) when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent (on a cumulative basis) likely to be realized upon ultimate settlement with the related tax authority. The Company records unrecognized tax benefits as liabilities in accordance with ASC 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from management’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. |
Basic and Diluted Net Income (Loss) per Ordinary Share | The Company calculates net income (loss) per share using the two-class method required for participating securities. The two-class method requires income (loss) available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitle the holders of such shares to participate in distribution but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, for the periods where the Company is in a net loss position, the Company does not allocate any net loss attributable to ordinary shareholders to the redeemable convertible preferred shares. The Company calculates basic net income (loss) per share attributable to ordinary shareholders by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period. |
Noncontrolling Interests | The consolidated financial statements included the Company's accounts and the accounts of the Company's consolidated entities. Non-controlling interest positions of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to the Company’s shareholders. |
Comprehensive Income | The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income". Comprehensive income generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its items of other comprehensive income relate to gains and losses on unrealized gains and losses on available for sale investments. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current period presentation. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption of the guidance did not have a material impact on the Company’s financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Specifically, the new guidance requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the amendments to its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items where the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. In addition, entities are required to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flow (in thousands): December 31, 2023 2022 (in thousands) Cash and cash equivalents $ 186,478 $ 309,793 Restricted cash 16,874 22,539 Restricted cash, non-current 19,189 4,744 Cash, cash equivalents and restricted cash $ 222,541 $ 337,076 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flow (in thousands): December 31, 2023 2022 (in thousands) Cash and cash equivalents $ 186,478 $ 309,793 Restricted cash 16,874 22,539 Restricted cash, non-current 19,189 4,744 Cash, cash equivalents and restricted cash $ 222,541 $ 337,076 |
Property and Equipment, Net | Useful lives by asset category are as follows: Computer and software 3 to 7 years Equipment 3 to 7 years Internal-Use Software 2 years Leasehold improvements Shorter of remaining lease term or estimated useful life Property and equipment, net, consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Computer and software $ 66,495 $ 37,517 Equipment 843 765 Leasehold improvements 949 922 Property and equipment, gross 68,287 39,204 Less: accumulated depreciation and amortization (26,730) (7,541) Property and equipment, net $ 41,557 $ 31,663 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | An assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows: Estimated Useful Life Fair Value Trade name 2 $ 1,400 Developed technology 2 3,700 Total $ 5,100 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Year Ended December 31, 2023 2022 2021 (in thousands) Services transferred at a point in time $ 734,924 $ 661,646 $ 420,460 Services transferred over time 37,890 23,768 25,406 Total revenue from fees, net $ 772,814 $ 685,414 $ 445,866 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment, Net | Useful lives by asset category are as follows: Computer and software 3 to 7 years Equipment 3 to 7 years Internal-Use Software 2 years Leasehold improvements Shorter of remaining lease term or estimated useful life Property and equipment, net, consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Computer and software $ 66,495 $ 37,517 Equipment 843 765 Leasehold improvements 949 922 Property and equipment, gross 68,287 39,204 Less: accumulated depreciation and amortization (26,730) (7,541) Property and equipment, net $ 41,557 $ 31,663 |
Prepaid and Other Current Assets | Prepaid and other current assets, consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Prepaid expenses $ 6,715 $ 7,092 Related party receivables 7,896 18,783 Other current assets 3,423 1,383 Total Prepaid expenses and other current assets $ 18,034 $ 27,258 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, December 31, 2023 2022 Employee payables $ 10,353 $ 14,482 Other short-term liabilities 18,209 35,014 Total accrued expenses and other liabilities $ 28,562 $ 49,496 |
INVESTMENTS IN LOANS AND SECU_2
INVESTMENTS IN LOANS AND SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | The amortized cost, gross unrealized gains and losses and fair value of investments in loans and securities as of December 31, 2023 and 2022 were as follows (in thousands). As provided in Note 8, a portion of these investments in loans and securities are consolidated as a result of the Company’s determination that it is the primary beneficiary of certain VIEs. As of December 31, 2023 Investments in loans and securities, available for sale(1): Amortized Gross Gross Allowance for Credit Losses Fair Securitization notes $ 91,654 $ 629 $ (1,858) $ — $ 90,425 Securitization certificates 715,646 18,684 (11,578) (98,679) 624,073 Other loans and receivables 4,574 — — (2,279) 2,295 Total $ 811,874 $ 19,313 $ (13,436) $ (100,958) $ 716,793 (1) Excludes accrued interest receivable of $12.5 million included in Fees and other receivables The following table sets forth the amortized cost and fair value of investments in loans and securities by contractual maturities, as of the date indicated (in thousands): As of December 31, 2023 Within 1 year Greater than 1 year, less than or equal to 5 years Total Investments in loans and securities, available for sale: Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Securitization notes $ 2,405 $ 2,387 $ 89,249 $ 88,038 $ 91,654 $ 90,425 Securitization certificates 103 103 715,543 623,970 715,646 624,073 Other loans and receivables — — 4,574 2,295 4,574 2,295 Total (1) $ 2,508 $ 2,490 $ 809,366 $ 714,303 $ 811,874 $ 716,793 |
Debt Securities, Held-to-Maturity | As of December 31, 2022 Investments in loans and securities, held-to-maturity(1): Amortized Gross Gross Allowance for Credit Losses Fair Securitization notes $ 147,574 $ 132 $ (6,309) $ — $ 141,397 Securitization certificates 302,636 23,592 (954) — 325,274 Other loans and receivables 13,766 — — — 13,766 Total $ 463,976 $ 23,724 $ (7,263) $ — $ 480,437 (1) Excludes accrued interest receivable of $17.5 million included in Fees and other receivables As of December 31, 2022 Less than or equal to 1 year Greater than 1 year Total Investments in loans and securities, held-to-maturity: Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Securitization notes $ 111,552 $ (6,309) $ — $ — $ 111,552 $ (6,309) Securitization certificates 8,406 (954) — — 8,406 (954) Other loans and receivables — — — — — — Total $ 119,958 $ (7,263) $ — $ — $ 119,958 $ (7,263) As of December 31, 2022 Within 1 year Greater than 1 year, less than or equal to 5 years Total Investments in loans and securities, held-to-maturity: Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Securitization notes $ 1,007 $ 1,007 $ 146,567 $ 140,390 $ 147,574 $ 141,397 Securitization certificates — — 302,636 325,274 302,636 325,274 Other loans and receivables — — 13,766 13,766 13,766 13,766 Total (1) $ 1,007 $ 1,007 $ 462,969 $ 479,430 $ 463,976 $ 480,437 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | The following tables set forth the fair value and gross unrealized losses on investments in loans and securities without an allowance for credit losses aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, as of the dates indicated (in thousands): As of December 31, 2023 Less than or equal to 1 year Greater than 1 year Total Investments in loans and securities, available for sale: Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Securitization notes $ 59,925 $ (1,858) $ — $ — $ 59,925 $ (1,858) Securitization certificates 15,799 (1,988) — — 15,799 (1,988) Other loans and receivables — — — — — — Total $ 75,724 $ (3,846) $ — $ — $ 75,724 $ (3,846) |
Schedule of Realized Gain (Loss) | The following table sets forth gross proceeds and related investment gains (losses), as well as losses on write-downs and the allowance for credit losses of securities, for the periods indicated (in thousands): Year Ended December 31, 2023 2022 Investments in loans and securities, available for sale: Proceeds from sales/maturities/prepayments $ 172,061 $ — Write-offs charged against the allowance 33,552 — Additions to allowance for credit losses not previously recorded (134,510) — Investments in loans and securities, held-to-maturity: Proceeds from sales/maturities/prepayments — 112,897 |
Debt Securities, Available-for-Sale, Allowance for Credit Loss | The following tables set forth the activity in the allowance for credit losses for investments in loans and securities, as of the dates indicated (in thousands): Year Ended December 31, 2023 Securitization notes Securitization certificates Other Loans and Receivables Total Balance, beginning of period $ — $ — $ — $ — Additions to allowance for credit losses not previously recorded — (131,110) (3,400) (134,510) Write-offs charged against the allowance — 32,431 1,121 33,552 Balance, end of period $ — $ (98,679) $ (2,279) $ (100,958) |
Equity Method Investments | The following investments, including those accounted for under the equity method, are included within Equity method and other investments in the consolidated statements of financial position as of December 31, 2023 and December 31, 2022 (in thousands): Carrying Value December 31, 2023 December 31, 2022 Investments in Pagaya SmartResi F1 Fund, LP (1) $ 17,357 $ 16,810 Other (2) 9,026 9,084 Total $ 26,383 $ 25,894 (1) The Company owns approximately 5.4% and is the general partner of Pagaya Smartresi F1 Fund LP. |
CONSOLIDATION AND VARIABLE IN_2
CONSOLIDATION AND VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Below is a summary of assets and liabilities from the Company’s involvement with consolidated VIEs (i.e., Risk Retention Entities) (in thousands): Assets Liabilities Net Assets As of December 31, 2023 $ 132,660 $ — $ 132,660 As of December 31, 2022 $ 264,854 $ — $ 264,854 Below is a summary of the Company’s direct interest in (i.e., not held through Risk Retention Entities) variable interests in nonconsolidated VIEs (in thousands): Carrying Amount Maximum Exposure to Loss VIE Assets As of December 31, 2023 $ 591,030 $ 591,030 $ 8,363,402 As of December 31, 2022 $ 200,694 $ 200,694 $ 3,911,589 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | Operating lease expense was as follows (in thousands): Year Ended December 31, 2023 2022 Rent expense $ 13,016 $ 11,946 Variable lease payments $ 280 $ 429 Supplemental information related to the Company’s operating leases was as follows ($ in thousands): As of December 31, 2023 As of December 31, 2022 Weighted-average remaining lease term (in years) 7.4 8.2 Weighted-average discount rate 6.1 % 5.7 % Year Ended December 31, 2023 2022 Operating lease right-of-use assets recognized in exchange for new operating lease obligations (1) $ (1,839) $ 68,819 (1) During the year ended December 31, 2023, $1.8 million of operating lease right-of-use assets and corresponding lease liability were derecognized as a result of early termination. |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s operating lease liabilities as of December 31, 2023 were as follows (in thousands): 2024 $ 9,767 2025 8,735 2026 8,735 2027 7,571 2028 6,688 Thereafter 21,482 Total 62,978 Less: imputed interest (12,107) Total operating lease liabilities $ 50,871 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Investments in loans and securities (Notes) $ — $ 90,425 $ — $ 90,425 Investments in loans and securities (Certificates and Other loans and receivables) — — 626,368 626,368 Liabilities: Warrant liability $ 2,106 $ 1,136 $ — $ 3,242 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ 909 $ 490 $ — $ 1,400 |
Schedule Of Class Of Warrant Or Right Outstanding | The following tables summarize the Warrant liability activity for the year ended December 31, 2023, 2022 and 2021 (in thousands): Balance as of December 31, 2020 $ 2,471 Exercise of Series B warrants (22,012) Exercise of Series D warrants (6,009) Change in fair value 53,019 Balance as of December 31, 2021 $ 27,469 Assumed warrants in connection with the Merger(1) 5,594 Change in fair value (11,088) Reclassification(2) (20,575) Balance as of December 31, 2022 $ 1,400 Change in fair value 1,842 Balance as of December 31, 2023 $ 3,242 (1) See Note 3 for additional information. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables summarize the activity related to the fair value of the investments in loans and securities available for sale for the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Balance as of December 31, 2022 $ — Transfer from held-to-maturity to available for sale at fair value 480,437 Additions 566,173 Cash received (172,061) In-kind distributions (14,785) Change in fair value (8,461) Credit-related impairment loss (134,510) Balance as of December 31, 2023 $ 716,793 |
Fair Value Measurement Inputs and Valuation Techniques | The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the loans and securities as of December 31, 2023: December 31, 2023 Unobservable Input Minimum Maximum Weighted Average Discount rate 8.0 % 15.0% 15.0% Loss rate 4.9 % 31.0% 15.7% Prepayment rate 4.0 % 40.0% 9.9% |
Fair Value Measurements, Nonrecurring | The below tables contain information about assets that are not measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Fair Value Carrying Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash $ 222,541 $ 222,541 $ — $ — $ 222,541 Fees and other receivables 113,707 — 113,707 — 113,707 Total assets $ 336,248 $ 222,541 $ 113,707 $ — $ 336,248 December 31, 2022 Fair Value Carrying Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash $ 337,076 $ 337,076 $ — $ — $ 337,076 Investments in loans and securities, held-to-maturity 463,976 — — 480,437 480,437 Fees and other receivables 97,993 — 97,993 — 97,993 Total assets $ 899,045 $ 337,076 $ 97,993 $ 480,437 $ 915,506 |
ORDINARY SHARES AND ORDINARY _2
ORDINARY SHARES AND ORDINARY SHARE WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule Of Stock Reserved For Future Issuance | As of December 31, 2023 and 2022, the Company had reserved ordinary shares for future issuance as follows: December 31, 2023 December 31, 2022 Share options 4,250,988 6,379,785 Options to restricted shares 20,046,080 20,217,940 RSUs 3,034,203 479,497 Ordinary share warrants 2,076,014 1,955,725 Redeemable convertible preferred shares 5,000,000 — Shares available for future grant of equity awards 5,231,186 8,975,028 Total shares of ordinary share reserved 39,638,471 38,007,975 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarized the Company’s share option activity during the year ended December 31, 2023, 2022, and 2021: Number of Options Weighted Average Exercise Price Weighted Average Aggregate Balance, December 31, 2020 3,827,222 $ 0.8 9.1 $ 2,905 Granted 4,208,660 13.1 Exercised (329,054) 1.1 Forfeited (434,923) 6.2 Balance, December 31, 2021 7,271,905 $ 7.4 8.9 $ 184,841 Granted 1,403,211 27.2 Exercised (1,393,798) 1.1 Forfeited (901,533) 18.0 Balance, December 31, 2022 6,379,785 $ 11.6 8.3 $ 19,895 Granted — — Exercised (914,908) 4.6 Forfeited (1,213,889) 25.6 Balance, December 31, 2023 4,250,988 $ 7.2 7.2 $ 43,940 Vested and exercisable, December 31, 2023 2,984,461 $ 4.9 7.1 $ 37,770 The following table summarized the Company’s options to restricted shares activity during the year ended December 31, 2023, 2022 and 2021: Number of Options Weighted Average Exercise Price Weighted Average Aggregate Balance, December 31, 2020 — — — $ — Granted 20,430,614 19.92 — — Exercised — — — — Forfeited — — — — Balance, December 31, 2021 20,430,614 $ 19.92 9.3 $ 1,526 Granted 138,818 $ 25.80 Exercised — — Forfeited (351,492) 37.68 Balance, December 31, 2022 20,217,940 $ 19.68 8.2 $ — Granted — — Exercised (10,332) 15.36 Forfeited (161,528) 36.12 Balance, December 31, 2023 20,046,080 $ 19.44 7.2 $ — Vested and exercisable, December 31, 2023 16,484,445 $ 19.20 7.2 $ — |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The assumptions used to estimate the fair value of share options granted for the year ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 Expected volatility — 46.91% - 529.23% 41.12% - 48.71% Expected term (in years) — 5.00 - 6.19 5.00 - 6.27 Risk free interest — 1.68% - 3.65% 0.60% - 1.39% Dividend yield — 0.00 0.00 |
Schedule of Unvested Restricted Stock Units Roll Forward | The following table summarized the Company’s RSU activity during the year ended December 31, 2023 and 2022: Number of RSUs Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2021 — $ — Granted 494,698 64.1 Vested (10,867) 93.7 Forfeited (4,333) 71.9 Unvested at December 31, 2022 479,498 $ 63.3 Granted 4,497,281 13.0 Vested (1,189,136) 18.8 Forfeited (753,440) 25.7 Unvested at December 31, 2023 3,034,203 $ 15.6 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the components and classification of share-based compensation for the year ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Technology, data and product development $ 12,375 $ 81,337 $ 27,042 Selling and marketing 13,216 58,377 18,458 General and administrative 45,464 101,975 22,285 Total $ 71,055 $ 241,689 $ 67,785 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before income taxes are as follows (in thousands): December 31, 2023 2022 2021 Domestic (Israel) $ (53,292) $ (225,429) $ (87,045) Foreign (127,876) (50,945) 25,397 Total income (loss) before income taxes $ (181,168) $ (276,374) $ (61,648) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax expense (benefit) consists of (in thousands): December 31, 2023 2022 2021 Current: Domestic $ 593 $ (4,063) $ 7,067 Foreign 16,601 14,233 4,162 Total current 17,194 10,170 11,229 Deferred: Domestic (461) 6,233 (3,359) Foreign (1,162) (3) 5 Total deferred (1,623) 6,230 (3,354) Total income tax provision $ 15,571 $ 16,400 $ 7,875 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s effective tax rate to the statutory tax rate of the Company is as follows (in thousands): December 31, 2023 2022 2021 Income (loss) before income taxes $ (181,168) $ (276,374) $ (61,648) Israel statutory income tax rate 23 % 23 % 23 % Theoretical income taxes at statutory rate (41,669) (63,566) (14,179) Preferred technological enterprise benefit 5,891 24,859 9,378 Deferred tax assets for which valuation allowance was provided 16,067 36,851 1,194 Permanent differences 7,643 17,792 16,037 Uncertain tax positions 13,500 7,580 26 Prior year taxes (2,312) (4,506) (135) Subsidiaries taxed at a different tax rate 16,443 (2,524) (4,559) Utilization of carry forward losses for which valuation allowance was provided — — (126) Reduction in valuation allowance (1,162) — — Other 1,170 (86) 239 Income tax $ 15,571 $ 16,400 $ 7,875 Effective tax rate NM* NM* NM* *NM = Not meaningful. |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2023 and 2022, deferred tax assets presented in the balance sheet are comprised as follows (in thousands): December 31, 2023 2022 Carry forward tax losses $ 14,608 $ 11,080 Research and development cost 5,777 929 Compensations and benefits 27,507 24,032 Operating lease liability 7,111 7,705 Initial public offering costs 1,551 3,933 Provision of loans 13,425 2,276 Capital loss 948 — Other 794 528 Deferred tax assets before valuation allowance 71,721 50,483 Valuation allowance 61,334 39,678 Deferred tax assets 10,387 10,805 Intangible assets (687) — Right-of-use assets (7,694) (8,116) Capitalized research and development costs — (1,537) Equity method investments (1,327) (1,254) Property and equipment (666) (466) Other (120) — Deferred tax liabilities (10,494) (11,373) Deferred tax assets (liabilities), net $ (107) $ (568) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2023 2022 Uncertain tax positions, beginning of the year $ 7,770 $ 190 Increase (decrease) in tax positions for prior years 865 — Increases related to current year tax positions 13,082 7,593 Revaluation 418 (13) Uncertain tax positions, end of year $ 22,135 $ 7,770 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted net loss per share attributable to ordinary shareholders for the year ended December 31, 2023, 2022 and 2021 (in thousands, except share and per share data): Year Ended December 31, 2023 Class A Class B Numerator: Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (98,505) $ (29,933) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 46,046,607 13,992,286 Net loss per share attributable to ordinary shareholders, basic and diluted $ (2.14) $ (2.14) Year Ended December 31, 2022 Class A Class B Numerator: Allocation of undistributed earnings: Net loss attributable to Pagaya Technologies Ltd. shareholders $ (238,299) $ (64,022) Less: Undistributed earnings allocated to participating securities (9,620) (2,585) Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (247,919) $ (66,607) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 30,152,746 8,100,990 Net loss per share attributable to ordinary shareholders, basic and diluted $ (8.22) $ (8.22) Year Ended December 31, 2021 Numerator: Net loss attributable to Pagaya Technologies Ltd. shareholders $ (91,151) Less: Undistributed earnings allocated to participating securities (19,558) Less: Deemed dividend distribution (23,612) Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted $ (134,321) Denominator: Weighted average shares used for net loss per ordinary share, basic and diluted 16,276,048 Net loss per share attributable to ordinary shareholders, basic and diluted $ (8.25) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities as of December 31, 2023, 2022 and 2021 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods: December 31, 2023 2022 2021 Share options 3,895,087 6,379,785 7,271,906 Options to restricted shares 20,046,080 20,217,940 20,430,614 RSUs 3,034,203 479,497 — Preferred share warrants — — 359,714 Ordinary share warrants 2,016,326 1,955,725 2,245,126 Redeemable convertible preferred shares 5,000,000 — 33,866,585 Net potential dilutive outstanding securities 33,991,696 29,032,947 64,173,945 |
SEGMENTS AND GEOGRAPHICAL INF_2
SEGMENTS AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table sets forth revenue from fees generated by geographic area (in thousands): December 31, 2023 2022 2021 United States $ 772,814 $ 685,129 $ 409,858 Israel — — 3,771 Cayman — 285 32,237 Total revenue from fees $ 772,814 $ 685,414 $ 445,866 Long-Lived Assets The following table sets forth long-lived assets (including property and equipment, net and right-of-use assets) by geographic area (in thousands): December 31, 2023 2022 Israel $ 86,345 $ 83,270 United States 10,941 9,470 Total long-lived assets, net $ 97,286 $ 92,740 Total Assets The following table sets forth total assets by geographic area (in thousands): December 31, 2023 2022 United States $ 966,201 $ 653,908 Israel 242,019 391,024 Rest of the world 156 147 Total assets $ 1,208,376 $ 1,045,079 |
BUSINESS DESCRIPTION (Details)
BUSINESS DESCRIPTION (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 08, 2024 | Jun. 22, 2022 | Mar. 31, 2023 | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Reverse share split | 0.0054 | |||
Subsequent Event | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Reverse share split | 0.0833 | |||
Workforce Reduction in Israel and United States | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of positions expected to be eliminated (percentage) | 20% | |||
Restructuring charges | $ 3.8 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 186,478 | $ 309,793 | $ 190,778 | |
Restricted cash | 16,874 | 22,539 | 7,000 | |
Restricted cash, non-current | 19,189 | 4,744 | 6,797 | |
Total cash, cash equivalents, and restricted cash | $ 222,541 | $ 337,076 | $ 204,575 | $ 5,880 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Risk (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
One Largest Customer | Related Party | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | ||
Three Largest Customers | Related Party | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42% | ||
Two Largest Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments in Loans and Securities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Loans held for investment | $ 463,976,000 | |
Other loans and receivables | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Loans held for investment | $ 0 | $ 13,766,000 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Investment income (loss) | $ 0.5 | $ 5.8 | $ 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) | Dec. 31, 2023 |
Computer and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Internal-Use Software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Internal-Use Software (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Capitalized computer software impairments | $ 2,500,000 | $ 3,200,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) | Dec. 31, 2023 component |
Accounting Policies [Abstract] | |
Number of revenue components | 2 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Share options | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Vesting period | 4 years |
Share options | Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Vesting period | 2 years |
Share options | Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Vesting period | 4 years |
Options to restricted shares | Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Vesting period | 2 years |
Options to restricted shares | Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Vesting period | 4 years |
BUSINESS COMBINATIONS - Merger
BUSINESS COMBINATIONS - Merger with EJF Acquisition Corp - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 22, 2022 USD ($) vote founder $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 21, 2022 ₪ / shares | |
Business Acquisition [Line Items] | |||||
Preferred share, par or stated value per share (in New Israeli Shekel per share) | ₪ / shares | ₪ 0.01 | ||||
Common share, par value (in dollars per share) | $ / shares | $ 120 | ||||
Number of founders | founder | 3 | ||||
PIPE financing, gross proceeds received | $ | $ 350,000 | $ 27,892 | $ 0 | $ 0 | |
Number of shares of common stock issued (in shares) | shares | 2,916,666 | ||||
Gross proceeds resulting from the transaction | $ | $ 350,000 | ||||
Payments of reverse recapitalization transaction costs | $ | 57,300 | ||||
Reverse recapitalization, warrant transaction costs | $ | $ 1,200 | ||||
Reverse share split | 0.0054 | ||||
Warrant liability - Public Warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | shares | 798,611 | ||||
Warrant purchase price (in dollars per share) | $ / shares | $ 138 | ||||
Warrant liability - Private Placement Warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | shares | 430,555 | ||||
Warrant purchase price (in dollars per share) | $ / shares | $ 138 | ||||
Common Class A | |||||
Business Acquisition [Line Items] | |||||
Number of votes per share | vote | 10 | ||||
Number of shares converted per common share (in shares) | shares | 1 | ||||
Common Class A | EJF Acquisition Corp. (EJFA) | |||||
Business Acquisition [Line Items] | |||||
Common share, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Number of shares converted per common share (in shares) | shares | 1 | ||||
Common Class B | |||||
Business Acquisition [Line Items] | |||||
Number of votes per share | vote | 1 | ||||
Common Class B | EJF Acquisition Corp. (EJFA) | |||||
Business Acquisition [Line Items] | |||||
Common share, par value (in dollars per share) | $ / shares | $ 0.0001 |
BUSINESS COMBINATIONS - Acquisi
BUSINESS COMBINATIONS - Acquisition of Darwin Homes, Inc. - Narrative (Details) - USD ($) $ in Thousands | Jan. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,945 | $ 0 | |
Darwin Homes, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of interests acquired | 100% | ||
Market value of business acquisition | $ 18,000 | ||
Cash and equity awards granted in acquisition | 12,000 | ||
Acquisition related costs | 100 | ||
Identified intangible assets acquired | 5,100 | ||
Goodwill | $ 10,900 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Intangible Assets Acquired (Details) - Darwin Homes, Inc. $ in Thousands | Jan. 05, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 5,100 |
Trade name | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 2 years |
Fair Value | $ 1,400 |
Developed technology | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 2 years |
Fair Value | $ 3,700 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) revenueStream | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Revenue From Contracts With Customer, Number Of Revenue Streams | revenueStream | 2 | ||
Total revenue from fees, net | $ 772,814 | $ 685,414 | $ 445,866 |
Performance obligations satisfied in the previous year | 3,600 | 3,800 | 1,200 |
Network AI Fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue from fees, net | 696,000 | 599,000 | 387,100 |
Financial Service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue from fees, net | $ 76,800 | $ 86,400 | $ 58,800 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue from fees, net | $ 772,814 | $ 685,414 | $ 445,866 |
Services transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue from fees, net | 734,924 | 661,646 | 420,460 |
Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue from fees, net | $ 37,890 | $ 23,768 | $ 25,406 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 68,287 | $ 39,204 |
Less: accumulated depreciation and amortization | (26,730) | (7,541) |
Property and equipment, net | 41,557 | 31,663 |
Computer and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 66,495 | 37,517 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 843 | 765 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 949 | $ 922 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Capitalized internally developed costs | $ 28,100,000 | $ 29,400,000 | $ 4,000,000 |
Internally developed software costs balances | 38,900,000 | 28,200,000 | |
Depreciation and amortization expense | 19,100,000 | 6,300,000 | 800,000 |
Impairment of internally developed software | 2,500,000 | 3,200,000 | 0 |
Impairment losses related to property and equipment | $ 0 | $ 0 | $ 0 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 6,715 | $ 7,092 |
Related party receivables | 7,896 | 18,783 |
Other current assets | 3,423 | 1,383 |
Total Prepaid expenses and other current assets | $ 18,034 | $ 27,258 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee payables | $ 10,353 | $ 14,482 |
Other short-term liabilities | 18,209 | 35,014 |
Total accrued expenses and other liabilities | $ 28,562 | $ 49,496 |
BORROWINGS - Narrative (Details
BORROWINGS - Narrative (Details) - USD ($) | 1 Months Ended | ||||
Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Master Agreements | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding balance | $ 251,400,000 | $ 124,600,000 | |||
Weighted average interest rate on long-term debt outstanding | 13% | 5% | |||
Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding balance | $ 20,300,000 | $ 15,000,000 | |||
Debt instrument, term | 3 years | ||||
Line of credit facility, maximum borrowing capacity | $ 22,000,000 | $ 32,000,000 | |||
Increase in maximum principal amount | $ 10,000,000 | ||||
Debt instrument, Secured Overnight Financing Rate floor | 0% | ||||
Loan and Security Agreement | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.20% | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding balance | 271,700,000 | 139,600,000 | |||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding balance | 90,000,000 | $ 15,000,000 | |||
Debt instrument, term | 3 years | ||||
Line of credit facility, remaining borrowing capacity | 67,450,000 | ||||
Line of Credit | Revolving Credit Facility | The Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 167,500,000 | ||||
Debt instrument, Secured Overnight Financing Rate floor | 0% | ||||
Debt instrument, base rate floor | 1% | ||||
Line of Credit | Revolving Credit Facility | The Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Line of credit facility, commitment fee percentage | 0.25% | ||||
Line of Credit | Revolving Credit Facility | The Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Line of Credit | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding balance | $ 10,050,000 | ||||
Line of Credit | Letter of Credit | The Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Line of Credit | Letter of Credit | The Credit Agreement | Israel, New Shekels | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
INVESTMENTS IN LOANS AND SECU_3
INVESTMENTS IN LOANS AND SECURITIES - Schedule of Investments in Loans and Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 811,874 | |
Gross Unrealized Gains | 19,313 | |
Gross Unrealized Losses | (13,436) | |
Allowance for Credit Losses | (100,958) | $ 0 |
Fair Value | 716,793 | |
Accrued interest receivable | $ 12,500 | |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 463,976 | |
Gross Unrealized Gains | 23,724 | |
Gross Unrealized Losses | (7,263) | |
Allowance for Credit Losses | 0 | |
Fair Value | 480,437 | |
Accrued interest receivable | $ 17,500 | |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Fees and other receivables (including related party receivables of $51,036 and $49,427 as of December 31, 2023 and December 31, 2022, respectively) | |
Debt Securities, Held-to-Maturity, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Fees and other receivables (including related party receivables of $51,036 and $49,427 as of December 31, 2023 and December 31, 2022, respectively) | |
Securitization notes | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 91,654 | |
Gross Unrealized Gains | 629 | |
Gross Unrealized Losses | (1,858) | |
Allowance for Credit Losses | 0 | $ 0 |
Fair Value | 90,425 | |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 147,574 | |
Gross Unrealized Gains | 132 | |
Gross Unrealized Losses | (6,309) | |
Allowance for Credit Losses | 0 | |
Fair Value | 141,397 | |
Securitization certificates | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 715,646 | |
Gross Unrealized Gains | 18,684 | |
Gross Unrealized Losses | (11,578) | |
Allowance for Credit Losses | (98,679) | 0 |
Fair Value | 624,073 | |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 302,636 | |
Gross Unrealized Gains | 23,592 | |
Gross Unrealized Losses | (954) | |
Allowance for Credit Losses | 0 | |
Fair Value | 325,274 | |
Other loans and receivables | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 4,574 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Allowance for Credit Losses | (2,279) | 0 |
Fair Value | $ 2,295 | |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 13,766 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Allowance for Credit Losses | 0 | |
Fair Value | $ 13,766 |
INVESTMENTS IN LOANS AND SECU_4
INVESTMENTS IN LOANS AND SECURITIES - Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value | ||
Less than or equal to 1 year | $ 75,724 | |
Greater than 1 year | 0 | |
Total | 75,724 | |
Unrealized Losses | ||
Less than or equal to 1 year | (3,846) | |
Greater than 1 year | 0 | |
Total | (3,846) | |
Fair Value | ||
Less than or equal to 1 year | $ 119,958 | |
Greater than 1 year | 0 | |
Total | 119,958 | |
Unrealized Losses | ||
Less than or equal to 1 year | (7,263) | |
Greater than 1 year | 0 | |
Total | (7,263) | |
Securitization notes | ||
Fair Value | ||
Less than or equal to 1 year | 59,925 | |
Greater than 1 year | 0 | |
Total | 59,925 | |
Unrealized Losses | ||
Less than or equal to 1 year | (1,858) | |
Greater than 1 year | 0 | |
Total | (1,858) | |
Fair Value | ||
Less than or equal to 1 year | 111,552 | |
Greater than 1 year | 0 | |
Total | 111,552 | |
Unrealized Losses | ||
Less than or equal to 1 year | (6,309) | |
Greater than 1 year | 0 | |
Total | (6,309) | |
Securitization certificates | ||
Fair Value | ||
Less than or equal to 1 year | 15,799 | |
Greater than 1 year | 0 | |
Total | 15,799 | |
Unrealized Losses | ||
Less than or equal to 1 year | (1,988) | |
Greater than 1 year | 0 | |
Total | (1,988) | |
Fair Value | ||
Less than or equal to 1 year | 8,406 | |
Greater than 1 year | 0 | |
Total | 8,406 | |
Unrealized Losses | ||
Less than or equal to 1 year | (954) | |
Greater than 1 year | 0 | |
Total | (954) | |
Other loans and receivables | ||
Fair Value | ||
Less than or equal to 1 year | 0 | |
Greater than 1 year | 0 | |
Total | 0 | |
Unrealized Losses | ||
Less than or equal to 1 year | 0 | |
Greater than 1 year | 0 | |
Total | $ 0 | |
Fair Value | ||
Less than or equal to 1 year | 0 | |
Greater than 1 year | 0 | |
Total | 0 | |
Unrealized Losses | ||
Less than or equal to 1 year | 0 | |
Greater than 1 year | 0 | |
Total | $ 0 |
INVESTMENTS IN LOANS AND SECU_5
INVESTMENTS IN LOANS AND SECURITIES - Investments by Maturity (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Within 1 year | $ 2,508,000 | |
Greater than 1 year, less than or equal to 5 years | 809,366,000 | |
Total | 811,874,000 | |
Fair Value | ||
Within 1 year | 2,490,000 | |
Greater than 1 year, less than or equal to 5 years | 714,303,000 | |
Total | 716,793,000 | |
Amortized Cost | ||
Within 1 year | $ 1,007,000 | |
Greater than 1 year, less than or equal to 5 years | 462,969,000 | |
Total | 463,976,000 | |
Fair Value | ||
Within 1 year | 1,007,000 | |
Greater than 1 year, less than or equal to 5 years | 479,430,000 | |
Total | 480,437,000 | |
Securitization notes | ||
Amortized Cost | ||
Within 1 year | 2,405,000 | |
Greater than 1 year, less than or equal to 5 years | 89,249,000 | |
Total | 91,654,000 | |
Fair Value | ||
Within 1 year | 2,387,000 | |
Greater than 1 year, less than or equal to 5 years | 88,038,000 | |
Total | 90,425,000 | |
Amortized Cost | ||
Within 1 year | 1,007,000 | |
Greater than 1 year, less than or equal to 5 years | 146,567,000 | |
Total | 147,574,000 | |
Fair Value | ||
Within 1 year | 1,007,000 | |
Greater than 1 year, less than or equal to 5 years | 140,390,000 | |
Total | 141,397,000 | |
Securitization certificates | ||
Amortized Cost | ||
Within 1 year | 103,000 | |
Greater than 1 year, less than or equal to 5 years | 715,543,000 | |
Total | 715,646,000 | |
Fair Value | ||
Within 1 year | 103,000 | |
Greater than 1 year, less than or equal to 5 years | 623,970,000 | |
Total | 624,073,000 | |
Amortized Cost | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 302,636,000 | |
Total | 302,636,000 | |
Fair Value | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 325,274,000 | |
Total | 325,274,000 | |
Other loans and receivables | ||
Amortized Cost | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 4,574,000 | |
Total | 4,574,000 | |
Fair Value | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 2,295,000 | |
Total | 2,295,000 | |
Amortized Cost | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 13,766,000 | |
Total | $ 0 | 13,766,000 |
Fair Value | ||
Within 1 year | 0 | |
Greater than 1 year, less than or equal to 5 years | 13,766,000 | |
Total | $ 13,766,000 |
INVESTMENTS IN LOANS AND SECU_6
INVESTMENTS IN LOANS AND SECURITIES - Gross Proceeds and Related Investment Gains (Losses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments in loans and securities, available for sale: | ||
Proceeds from sales/maturities/prepayments | $ 172,061 | $ 0 |
Write-offs charged against the allowance | 33,552 | 0 |
Additions to allowance for credit losses not previously recorded | (134,510) | 0 |
Investments in loans and securities, held-to-maturity: | ||
Proceeds from sales/maturities/prepayments | $ 0 | $ 112,897 |
INVESTMENTS IN LOANS AND SECU_7
INVESTMENTS IN LOANS AND SECURITIES - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Available-for-Sale, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Additions to allowance for credit losses not previously recorded | (134,510) | $ 0 |
Write-offs charged against the allowance | 33,552 | 0 |
Balance at end of period | (100,958) | 0 |
Securitization notes | ||
Debt Securities, Available-for-Sale, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 0 | |
Additions to allowance for credit losses not previously recorded | 0 | |
Write-offs charged against the allowance | 0 | |
Balance at end of period | 0 | 0 |
Securitization certificates | ||
Debt Securities, Available-for-Sale, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 0 | |
Additions to allowance for credit losses not previously recorded | (131,110) | |
Write-offs charged against the allowance | 32,431 | |
Balance at end of period | (98,679) | 0 |
Other loans and receivables | ||
Debt Securities, Available-for-Sale, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | 0 | |
Additions to allowance for credit losses not previously recorded | (3,400) | |
Write-offs charged against the allowance | 1,121 | |
Balance at end of period | $ (2,279) | $ 0 |
INVESTMENTS IN LOANS AND SECU_8
INVESTMENTS IN LOANS AND SECURITIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Impairment loss | $ 0 | $ 33,704 | $ 0 |
INVESTMENTS IN LOANS AND SECU_9
INVESTMENTS IN LOANS AND SECURITIES - Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method and other investments | $ 26,383 | $ 25,894 |
Investments in Pagaya SmartResi F1 Fund, LP | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method and other investments | $ 17,357 | 16,810 |
Equity method investment, ownership percentage | 5.40% | |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method and other investments | $ 9,026 | $ 9,084 |
CONSOLIDATION AND VARIABLE IN_3
CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Consolidated VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Assets | $ 1,208,376 | $ 1,045,079 |
Liabilities | 468,377 | 279,656 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | 132,660 | 264,854 |
Liabilities | $ 0 | $ 0 |
CONSOLIDATION AND VARIABLE IN_4
CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Unconsolidated VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Maximum Exposure to Loss | $ 591,030 | $ 200,694 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Amount | 591,030 | 200,694 |
VIE Assets | $ 8,363,402 | $ 3,911,589 |
CONSOLIDATION AND VARIABLE IN_5
CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Narrative (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Loan principal purchased | $ 0 | $ 29,600,000 | $ 24,000,000 |
Loss on loans purchased | $ 22,900,000 | $ 8,500,000 |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Severance expenses | $ 3.1 | $ 1 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Sublease Income | $ 4.1 | $ 2 | $ 0 |
Security deposit | $ 4.8 | $ 4.2 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Rent expense | $ 13,016 | $ 11,946 |
Variable lease payments | $ 280 | $ 429 |
Weighted-average remaining lease term (in years) | 7 years 4 months 24 days | 8 years 2 months 12 days |
Weighted-average discount rate | 6.10% | 5.70% |
Initial recognition (derecognition) of right-of-use assets and operating lease liability | $ (1,839) | $ 68,819 |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability To Be Paid (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Lease, After Adoption of 842 | |
2024 | $ 9,767 |
2025 | 8,735 |
2026 | 8,735 |
2027 | 7,571 |
2028 | 6,688 |
Thereafter | 21,482 |
Total | 62,978 |
Less: imputed interest | (12,107) |
Total operating lease liabilities | $ 50,871 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | Jun. 22, 2022 trading_day vote $ / shares shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 798,611 |
Public Warrants | Triggering Event, One | |
Class of Warrant or Right [Line Items] | |
Number of trading days | trading_day | 20 |
Number of consecutive trading days | vote | 30 |
Period prior to notice of redemption | 3 days |
Redemption price of warrants (in dollars per share) | $ 0.12 |
Number of days of prior written notice of redemption | 30 days |
Public Warrants | Triggering event, Two | |
Class of Warrant or Right [Line Items] | |
Number of trading days | trading_day | 20 |
Number of consecutive trading days | vote | 30 |
Number of days of prior written notice of redemption | 30 days |
Public Warrants | Minimum | Triggering Event, One | |
Class of Warrant or Right [Line Items] | |
Closing price (in dollars per share) | $ 216 |
Public Warrants | Minimum | Triggering event, Two | |
Class of Warrant or Right [Line Items] | |
Closing price (in dollars per share) | $ 120 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 430,555 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Annual purchase commitment | $ 4.6 |
Remaining contractual obligations | 8.5 |
Remaining contractual obligations remaining for the next 12 months | 4.9 |
Maximum potential amount of undiscounted future payments | $ 26 |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 25, 2023 | Apr. 14, 2023 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | |||||||
Related party receivables | $ 34,181 | $ 38,774 | |||||
Total revenue from fees, net | $ 772,814 | 685,414 | $ 445,866 | ||||
Temporary equity, new issues (in shares) | 5,000,000 | 5,000,000 | [1] | ||||
Consideration received on sale | $ 75,000 | ||||||
Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. And Oak HC/FT Partners V-B, L.P | |||||||
Related Party Transaction [Line Items] | |||||||
Temporary equity, new issues (in shares) | 5,000,000 | ||||||
Consideration received on sale | $ 75,000 | ||||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivables | $ 33,739 | 38,332 | |||||
Total revenue from fees, net | 622,260 | 653,471 | 445,866 | ||||
Related Party | Securitization Vehicles | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivables | 78,400 | 83,100 | |||||
Total revenue from fees, net | 569,800 | 492,100 | 362,700 | ||||
Related Party | Other Financing Vehicles | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivables | 6,300 | 4,700 | |||||
Total revenue from fees, net | 52,400 | 161,400 | 83,200 | ||||
Related Party | Assets | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivables | 84,800 | 87,800 | |||||
Related Party | Prepaid Expense And Other Assets, Noncurrent | |||||||
Related Party Transaction [Line Items] | |||||||
Related party receivables | 7,900 | 18,800 | |||||
Affiliated Entity | Oak HC/FT Partners II, L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling owners, percentage of voting interest | 3% | ||||||
Affiliated Entity | Oak HC/FT Partners II, L.P. | Pagaya Technologies Ltd. | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling ownership percentage | 12% | ||||||
Affiliated Entity | Other Financing Vehicles | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 0 | $ 29,600 | $ 24,000 | ||||
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||||
Investments in loans and securities | $ 716,793 | |||
Liabilities: | ||||
Warrant liability | 3,242 | $ 1,400 | $ 27,469 | $ 2,471 |
Notes | ||||
Assets: | ||||
Investments in loans and securities | 90,425 | |||
Certificates and Other loans and receivables | ||||
Assets: | ||||
Investments in loans and securities | 626,368 | |||
Level 1 | ||||
Liabilities: | ||||
Warrant liability | 2,106 | 909 | ||
Level 1 | Notes | ||||
Assets: | ||||
Investments in loans and securities | 0 | |||
Level 1 | Certificates and Other loans and receivables | ||||
Assets: | ||||
Investments in loans and securities | 0 | |||
Level 2 | ||||
Liabilities: | ||||
Warrant liability | 1,136 | 490 | ||
Level 2 | Notes | ||||
Assets: | ||||
Investments in loans and securities | 90,425 | |||
Level 2 | Certificates and Other loans and receivables | ||||
Assets: | ||||
Investments in loans and securities | 0 | |||
Level 3 | ||||
Liabilities: | ||||
Warrant liability | 0 | $ 0 | ||
Level 3 | Notes | ||||
Assets: | ||||
Investments in loans and securities | 0 | |||
Level 3 | Certificates and Other loans and receivables | ||||
Assets: | ||||
Investments in loans and securities | $ 626,368 |
FAIR VALUE MEASUREMENT - Warran
FAIR VALUE MEASUREMENT - Warrant Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants And Rights Outstanding [Roll Forward] | |||
Beginning balance | $ 1,400 | $ 27,469 | $ 2,471 |
Assumed warrants in connection with the Merger | 5,594 | ||
Change in fair value | 1,842 | (11,088) | 53,019 |
Reclassification | (20,575) | ||
Ending balance | $ 3,242 | $ 1,400 | 27,469 |
Series B Warrant | |||
Warrants And Rights Outstanding [Roll Forward] | |||
Exercise of warrants | (22,012) | ||
Series D Warrant | |||
Warrants And Rights Outstanding [Roll Forward] | |||
Exercise of warrants | $ (6,009) |
FAIR VALUE MEASUREMENT - Level
FAIR VALUE MEASUREMENT - Level 3 Roll Forward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Transfer from held-to-maturity to available for sale at fair value | 480,437 |
Additions | 566,173 |
Cash received | (172,061) |
In-kind distributions | (14,785) |
Change in fair value | (8,461) |
Credit-related impairment loss | (134,510) |
Ending balance | $ 716,793 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other comprehensive income (loss) |
FAIR VALUE MEASUREMENT - Signif
FAIR VALUE MEASUREMENT - Significant Unobservable Inputs (Details) - Level 3 | Dec. 31, 2023 |
Minimum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.080 |
Minimum | Loss rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.049 |
Minimum | Prepayment rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.040 |
Maximum | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.150 |
Maximum | Loss rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.310 |
Maximum | Prepayment rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.400 |
Weighted Average | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.150 |
Weighted Average | Loss rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.157 |
Weighted Average | Prepayment rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt securities, available-for-sale, measurement input | 0.099 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Assets Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash, cash equivalents and restricted cash | $ 222,541 | $ 337,076 |
Investments in loans and securities, held-to-maturity | 480,437 | |
Fees and other receivables | 113,707 | 97,993 |
Total assets | 336,248 | 915,506 |
Carrying Value | ||
Assets | ||
Cash, cash equivalents and restricted cash | 222,541 | 337,076 |
Investments in loans and securities, held-to-maturity | 463,976 | |
Fees and other receivables | 113,707 | 97,993 |
Total assets | 336,248 | 899,045 |
Fair Value | Level 1 | ||
Assets | ||
Cash, cash equivalents and restricted cash | 222,541 | 337,076 |
Investments in loans and securities, held-to-maturity | 0 | |
Fees and other receivables | 0 | 0 |
Total assets | 222,541 | 337,076 |
Fair Value | Level 2 | ||
Assets | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Investments in loans and securities, held-to-maturity | 0 | |
Fees and other receivables | 113,707 | 97,993 |
Total assets | 113,707 | 97,993 |
Fair Value | Level 3 | ||
Assets | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Investments in loans and securities, held-to-maturity | 480,437 | |
Fees and other receivables | 0 | 0 |
Total assets | $ 0 | $ 480,437 |
ORDINARY SHARES AND ORDINARY _3
ORDINARY SHARES AND ORDINARY SHARE WARRANTS - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Mar. 08, 2024 | Feb. 15, 2024 | May 25, 2023 USD ($) | Mar. 19, 2023 | Aug. 17, 2022 USD ($) shares | Jun. 22, 2022 shares | May 31, 2023 USD ($) vote day $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Aug. 16, 2022 | Dec. 31, 2020 USD ($) shares | ||||
Class of Stock [Line Items] | |||||||||||||||
Ordinary shares, authorized (in shares) | 839,999,998 | ||||||||||||||
Shares authorized (in shares) | 6,666,666 | ||||||||||||||
Shares outstanding (in shares) | [1] | 5,000,000 | 0 | 33,866,582 | 26,817,162 | ||||||||||
Reverse share split | 0.0054 | ||||||||||||||
Number of shares of common stock issued (in shares) | 2,916,666 | ||||||||||||||
Other income (expenses), net | $ | $ (156,768,000) | $ (24,869,000) | $ (55,839,000) | ||||||||||||
Net proceeds, related fee expenses | $ | $ 0 | 0 | 11,966,000 | ||||||||||||
Warrant extension term | 3 years | ||||||||||||||
Temporary equity, new issues (in shares) | 5,000,000 | 5,000,000 | [1] | ||||||||||||
Consideration received on sale | $ | $ 75,000,000 | ||||||||||||||
Issuance of preferred share | $ | $ 74,250,000 | $ 74,250,000 | [2] | $ 0 | [2] | $ 307,047,000 | $ 105,981,000 | ||||||||
Temporary equity, issuance costs | $ | $ 750,000 | ||||||||||||||
Number of shares of class A ordinary shares issued upon conversion of preferred share (in shares) | 1 | ||||||||||||||
Preferred shares, mandatory conversion term | 6 years | ||||||||||||||
Preferred shares, number of trading days immediately preceding date of written notice | day | 30 | ||||||||||||||
Preferred shares, conversion, notification period | 5 years | ||||||||||||||
Preferred shares conversion upon milestone achievement | 10 days | ||||||||||||||
Preferred shares, liquidation, percentage of issue price | 3% | ||||||||||||||
Preferred shares, liquidation, multiple of issue price | 200% | ||||||||||||||
Triggering Event, One | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Original issue price, multiple | 200% | ||||||||||||||
Multiple of Original Issue Price | 3.5 | ||||||||||||||
VWAP Average term | 2 years | ||||||||||||||
Triggering event, Two | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Original issue price, multiple | 200% | ||||||||||||||
Multiple of Original Issue Price | 2.5 | ||||||||||||||
VWAP Average term | 5 years | ||||||||||||||
Triggering event, Two | Maximum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Original issue price, multiple | 200% | ||||||||||||||
Triggering event, Two | Minimum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Original issue price, multiple | 25% | ||||||||||||||
Ordinary share warrants | Warrants Expiring March 2031 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding (in shares) | 433,946 | ||||||||||||||
Warrant purchase price (in dollars per share) | $ / shares | $ 0.00006 | ||||||||||||||
Ordinary share warrants | Warrants Expiring June 2030 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding (in shares) | 192,901 | ||||||||||||||
Warrant purchase price (in dollars per share) | $ / shares | $ 0.0006 | ||||||||||||||
Ordinary share warrants | Warrants Expiring March 2032 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding (in shares) | 220,000 | ||||||||||||||
Warrant purchase price (in dollars per share) | $ / shares | $ 0.12 | ||||||||||||||
Ordinary share warrants | Warrants Expiring June 2027 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding (in shares) | 1,229,166 | ||||||||||||||
Warrant purchase price (in dollars per share) | $ / shares | $ 138 | ||||||||||||||
Subsequent Event | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Reverse share split | 0.0833 | ||||||||||||||
Subsequent Event | Maximum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Reverse share split | 0.1 | ||||||||||||||
Subsequent Event | Minimum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Reverse share split | 0.0666 | ||||||||||||||
Common Class A | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Ordinary shares, authorized (in shares) | 666,666,666 | 666,666,666 | |||||||||||||
Ordinary shares, outstanding (in shares) | 49,390,936 | 42,364,766 | |||||||||||||
Ordinary shares, voting rights, votes per share | vote | 1 | 1 | |||||||||||||
Common Class A | B. Riley Principal Capital II, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Other income (expenses), net | $ | $ 1,000,000 | ||||||||||||||
Common Class A | B. Riley Principal Capital II, LLC | Private Placement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock purchase agreement, authorized amount | $ | $ 300,000,000 | ||||||||||||||
Stock purchase agreement, term | 24 months | ||||||||||||||
Stock purchase agreement, minimum price threshold, discount rate | 3% | ||||||||||||||
Stock purchase agreement, authorized amount (in shares) | 3,344,967 | ||||||||||||||
Stock purchase agreement, percentage of outstanding stock maximum | 9% | ||||||||||||||
Number of shares of common stock issued (in shares) | 3,878 | ||||||||||||||
Number of shares issued in transaction (in shares) | 1,587,157 | ||||||||||||||
Net proceeds | $ | $ 27,200,000 | ||||||||||||||
Net proceeds, related fee expenses | $ | $ 700,000 | ||||||||||||||
Common Class B | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Ordinary shares, authorized (in shares) | 166,666,666 | 166,666,666 | |||||||||||||
Ordinary shares, outstanding (in shares) | 12,652,310 | 14,577,866 | |||||||||||||
Ordinary shares, voting rights, votes per share | vote | 10 | ||||||||||||||
Redeemable convertible preferred shares | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 15 | ||||||||||||||
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.[2]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
ORDINARY SHARES AND ORDINARY _4
ORDINARY SHARES AND ORDINARY SHARE WARRANTS - Schedule of Shares Reserved For Future Issuance (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 39,638,471 | 38,007,975 |
Redeemable convertible preferred shares | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 5,000,000 | 0 |
Ordinary share warrants | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 2,076,014 | 1,955,725 |
Share options | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 4,250,988 | 6,379,785 |
Options to restricted shares | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 20,046,080 | 20,217,940 |
RSUs | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 3,034,203 | 479,497 |
Shares available for future grant of equity awards | ||
Class of Stock [Line Items] | ||
Total shares of ordinary share reserved | 5,231,186 | 8,975,028 |
SHARE BASED COMPENSATION - Stoc
SHARE BASED COMPENSATION - Stock Option Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 6.75 | $ 1.09 | |
Aggregate intrinsic value of options exercised | $ 10.9 | $ 19.2 | $ 0.3 |
Fair value of vested options | 62.4 | $ 36 | $ 0.6 |
Unrecognized compensation expense related to unvested share options | $ 53.1 | ||
Share options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Vesting period | 4 years | ||
Unrecognized compensation expense, period of recognition | 1 year 4 months 17 days | ||
Share options | Tranche One | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 12 months | ||
Vesting percentage | 25% | ||
Share options | Tranche Two | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years |
SHARE BASED COMPENSATION - St_2
SHARE BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||||
Outstanding at beginning of period (in shares) | 6,379,785 | 7,271,905 | 3,827,222 | |
Granted (in shares) | 0 | 1,403,211 | 4,208,660 | |
Exercised (in shares) | (914,908) | (1,393,798) | (329,054) | |
Forfeited (in shares) | (1,213,889) | (901,533) | (434,923) | |
Outstanding at end of period (in shares) | 4,250,988 | 6,379,785 | 7,271,905 | 3,827,222 |
Options vested and exercisable (in shares) | 2,984,461 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 11.6 | $ 7.4 | $ 0.8 | |
Granted (in dollars per share) | 0 | 27.2 | 13.1 | |
Exercised (in dollars per share) | 4.6 | 1.1 | 1.1 | |
Forfeited (in dollars per share) | 25.6 | 18 | 6.2 | |
Outstanding, ending balance (in dollars per share) | 7.2 | $ 11.6 | $ 7.4 | $ 0.8 |
Options vested and exercisable (dollars per share) | $ 4.9 | |||
Weighted Average Remaining Contractual Term (Years) | ||||
Options outstanding | 7 years 2 months 12 days | 8 years 3 months 18 days | 8 years 10 months 24 days | 9 years 1 month 6 days |
Options vested and exercisable | 7 years 1 month 6 days | |||
Aggregate Intrinsic Value (000’s) | ||||
Beginning balance | $ 19,895 | $ 184,841 | $ 2,905 | |
Ending balance | 43,940 | $ 19,895 | $ 184,841 | $ 2,905 |
Options vested and exercisable | $ 37,770 | |||
Options to restricted shares | ||||
Number of Options | ||||
Outstanding at beginning of period (in shares) | 20,217,940 | 20,430,614 | 0 | |
Granted (in shares) | 0 | 138,818 | 20,430,614 | |
Exercised (in shares) | (10,332) | 0 | 0 | |
Forfeited (in shares) | (161,528) | (351,492) | 0 | |
Outstanding at end of period (in shares) | 20,046,080 | 20,217,940 | 20,430,614 | 0 |
Options vested and exercisable (in shares) | 16,484,445 | |||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 19.68 | $ 19.92 | $ 0 | |
Granted (in dollars per share) | 0 | 25.80 | 19.92 | |
Exercised (in dollars per share) | 15.36 | 0 | 0 | |
Forfeited (in dollars per share) | 36.12 | 37.68 | 0 | |
Outstanding, ending balance (in dollars per share) | 19.44 | $ 19.68 | $ 19.92 | $ 0 |
Options vested and exercisable (dollars per share) | $ 19.20 | |||
Weighted Average Remaining Contractual Term (Years) | ||||
Options outstanding | 7 years 2 months 12 days | 8 years 2 months 12 days | 9 years 3 months 18 days | 0 years |
Options vested and exercisable | 7 years 2 months 12 days | |||
Aggregate Intrinsic Value (000’s) | ||||
Beginning balance | $ 0 | $ 1,526 | $ 0 | |
Ending balance | 0 | $ 0 | $ 1,526 | $ 0 |
Options vested and exercisable | $ 0 |
SHARE BASED COMPENSATION - Fair
SHARE BASED COMPENSATION - Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility, minimum | 46.91% | 41.12% |
Expected volatility, maximum | 529.23% | 48.71% |
Risk free interest, minimum | 1.68% | 0.60% |
Risk free interest, maximum | 3.65% | 1.39% |
Dividend yield | 0% | |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
Dividend yield | 0% | |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 8 days | 6 years 3 months 7 days |
SHARE BASED COMPENSATION - Rest
SHARE BASED COMPENSATION - Restricted Stock Units (RSUs) Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares delivered to satisfy minimum statutory tax withholding requirements (in shares) | 60,415 | ||
Ordinary Shares (Class A and Class B) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares delivered (in shares) | [1] | 962,679 | 10,242 |
RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Units vested (in shares) | 1,189,136 | 10,867 | |
Shares released, that were previously vested (in shares) | 624 | ||
Unrecognized compensation expense | $ 38.7 | ||
Unrecognized compensation expense, period of recognition | 1 year 5 months 23 days | ||
RSUs | Darwin Homes, Inc. | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Units vested (in shares) | 166,666 | ||
RSUs | Tranche One | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 12 months | ||
Vesting percentage | 50% | ||
RSUs | Tranche Two | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 12 months | ||
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
SHARE BASED COMPENSATION - Re_2
SHARE BASED COMPENSATION - Restricted Stock Unit (RSUs) Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of RSUs | ||
Beginning balance (in shares) | 479,498 | 0 |
Granted (in shares) | 4,497,281 | 494,698 |
Vested (in shares) | (1,189,136) | (10,867) |
Forfeited (in shares) | (753,440) | (4,333) |
Ending balance (in shares) | 3,034,203 | 479,498 |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 63.3 | $ 0 |
Granted (in dollars per share) | 13 | 64.1 |
Vested (in dollars per share) | 18.8 | 93.7 |
Forfeited (in dollars per share) | 25.7 | 71.9 |
Ending balance (in dollars per share) | $ 15.6 | $ 63.3 |
SHARE BASED COMPENSATION - Opti
SHARE BASED COMPENSATION - Options to Restricted Shares (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 vote $ / shares shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 0 | 1,403,211 | 4,208,660 | ||
Granted (in dollars per share) | $ / shares | $ 0 | $ 27.2 | $ 13.1 | ||
Unrecognized compensation expense related to unvested share options | $ | $ 53.1 | ||||
Options to restricted shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 0 | 138,818 | 20,430,614 | ||
Granted (in dollars per share) | $ / shares | $ 0 | $ 25.80 | $ 19.92 | ||
Unrecognized compensation expense related to unvested share options | $ | $ 20.7 | ||||
Unrecognized compensation expense, period of recognition | 1 year 6 months 21 days | ||||
Options to restricted shares | March 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 18,700,000 | ||||
Granted (in dollars per share) | $ / shares | $ 18.95 | ||||
Expiration period | 10 years | ||||
Options to restricted shares | December 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 600,000 | ||||
Granted (in dollars per share) | $ / shares | $ 37.38 | ||||
Expiration period | 10 years | ||||
Number of trading days | vote | 60 | ||||
Vesting period | 4 years | ||||
Options to restricted shares | December 2021 | Tranche One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Options to restricted shares | December 2021 | Tranche Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Options to restricted shares | December 2021 | Tranche Three | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Options to restricted shares | December 2021 | Tranche Four | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
Options to restricted shares | December 2021 | Director | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 400,000 | ||||
Granted (in dollars per share) | $ / shares | $ 40.59 | ||||
Expiration period | 10 years |
SHARE BASED COMPENSATION - Shar
SHARE BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 71,055 | $ 241,689 | $ 67,785 |
Private Placement | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | 56,800 | ||
Performance Shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | 172,200 | ||
Technology, data and product development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | 12,375 | 81,337 | 27,042 |
Selling and marketing | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | 13,216 | 58,377 | 18,458 |
General and administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 45,464 | $ 101,975 | $ 22,285 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ (53,292) | $ (225,429) | $ (87,045) |
Foreign | (127,876) | (50,945) | 25,397 |
Income (Loss) Before Income Taxes | $ (181,168) | $ (276,374) | $ (61,648) |
INCOME TAXES - Schedule of the
INCOME TAXES - Schedule of the Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Domestic | $ 593 | $ (4,063) | $ 7,067 |
Foreign | 16,601 | 14,233 | 4,162 |
Total current | 17,194 | 10,170 | 11,229 |
Deferred: | |||
Domestic | (461) | 6,233 | (3,359) |
Foreign | (1,162) | (3) | 5 |
Total deferred | (1,623) | 6,230 | (3,354) |
Total income tax provision | $ 15,571 | $ 16,400 | $ 7,875 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ (181,168) | $ (276,374) | $ (61,648) |
Israel statutory income tax rate | 23% | 23% | 23% |
Theoretical income taxes at statutory rate | $ (41,669) | $ (63,566) | $ (14,179) |
Preferred technological enterprise benefit | 5,891 | 24,859 | 9,378 |
Deferred tax assets for which valuation allowance was provided | 16,067 | 36,851 | 1,194 |
Permanent differences | 7,643 | 17,792 | 16,037 |
Uncertain tax positions | 13,500 | 7,580 | 26 |
Prior year taxes | (2,312) | (4,506) | (135) |
Subsidiaries taxed at a different tax rate | 16,443 | (2,524) | (4,559) |
Utilization of carry forward losses for which valuation allowance was provided | 0 | 0 | (126) |
Reduction in valuation allowance | (1,162) | 0 | 0 |
Other | 1,170 | (86) | 239 |
Total income tax provision | $ 15,571 | $ 16,400 | $ 7,875 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Asset (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Carry forward tax losses | $ 14,608 | $ 11,080 |
Research and development cost | 5,777 | 929 |
Compensations and benefits | 27,507 | 24,032 |
Operating lease liability | 7,111 | 7,705 |
Initial public offering costs | 1,551 | 3,933 |
Provision of loans | 13,425 | 2,276 |
Capital loss | 948 | 0 |
Other | 794 | 528 |
Deferred tax assets before valuation allowance | 71,721 | 50,483 |
Valuation allowance | 61,334 | 39,678 |
Deferred tax assets | 10,387 | 10,805 |
Intangible assets | (687) | 0 |
Right-of-use assets | (7,694) | (8,116) |
Capitalized research and development costs | 0 | (1,537) |
Equity method investments | (1,327) | (1,254) |
Property and equipment | (666) | (466) |
Other | (120) | 0 |
Deferred tax liabilities | (10,494) | (11,373) |
Deferred tax assets (liabilities), net | $ (107) | $ (568) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | Dec. 31, 2023 USD ($) |
United States | |
Income Tax Contingency [Line Items] | |
Accumulated tax loss carry forward | $ 27.6 |
Israel | Foreign Tax Authority | |
Income Tax Contingency [Line Items] | |
Accumulated tax loss carry forward | $ 68.8 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Uncertain tax positions, beginning of the year | $ 7,770 | $ 190 |
Increase in tax positions for prior years | 865 | |
Decrease in tax positions for prior years | 0 | |
Increases related to current year tax positions | 13,082 | 7,593 |
Revaluation | 418 | (13) |
Uncertain tax positions, end of year | $ 22,135 | $ 7,770 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 23, 2022 class | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Number of classes of ordinary shares | class | 2 | ||||
Allocation of undistributed earnings: | |||||
Net loss attributable to Pagaya Technologies Ltd. shareholders | $ (128,438) | $ (302,321) | $ (91,151) | ||
Less: Undistributed earnings allocated to participating securities | 0 | (12,205) | (19,558) | ||
Less: Deemed dividend distribution | 0 | 0 | (23,612) | ||
Net income (loss) attributed to Pagaya Technologies Ltd. | $ (128,438) | $ (314,526) | (134,321) | ||
Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted | $ (134,321) | ||||
Denominator: | |||||
Weighted average shares used for net loss per ordinary share, basic (in shares) | shares | [1] | 60,038,893 | 38,253,737 | 16,276,048 | |
Weighted average shares used for net loss per ordinary share, diluted (in shares) | shares | [1] | 60,038,893 | 38,253,737 | 16,276,048 | |
Net loss per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares | [1] | $ (2.14) | $ (8.22) | $ (8.25) | |
Net loss per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares | [1] | $ (2.14) | $ (8.22) | $ (8.25) | |
Common Class A | |||||
Allocation of undistributed earnings: | |||||
Net loss attributable to Pagaya Technologies Ltd. shareholders | $ (238,299) | ||||
Less: Undistributed earnings allocated to participating securities | (9,620) | ||||
Net income (loss) attributed to Pagaya Technologies Ltd. | $ (98,505) | (247,919) | |||
Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted | $ (98,505) | $ (247,919) | |||
Denominator: | |||||
Weighted average shares used for net loss per ordinary share, basic (in shares) | shares | 46,046,607 | 30,152,746 | |||
Weighted average shares used for net loss per ordinary share, diluted (in shares) | shares | 46,046,607 | 30,152,746 | |||
Net loss per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares | $ (2.14) | $ (8.22) | |||
Net loss per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares | $ (2.14) | $ (8.22) | |||
Common Class B | |||||
Allocation of undistributed earnings: | |||||
Net loss attributable to Pagaya Technologies Ltd. shareholders | $ (64,022) | ||||
Less: Undistributed earnings allocated to participating securities | (2,585) | ||||
Net income (loss) attributed to Pagaya Technologies Ltd. | $ (29,933) | (66,607) | |||
Net loss attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted | $ (29,933) | $ (66,607) | |||
Denominator: | |||||
Weighted average shares used for net loss per ordinary share, basic (in shares) | shares | 13,992,286 | 8,100,990 | |||
Weighted average shares used for net loss per ordinary share, diluted (in shares) | shares | 13,992,286 | 8,100,990 | |||
Net loss per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares | $ (2.14) | $ (8.22) | |||
Net loss per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares | $ (2.14) | $ (8.22) | |||
[1]Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024. |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 33,991,696 | 29,032,947 | 64,173,945 |
Share options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 3,895,087 | 6,379,785 | 7,271,906 |
Options to restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 20,046,080 | 20,217,940 | 20,430,614 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 3,034,203 | 479,497 | 0 |
Warrants | Preferred share warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 0 | 0 | 359,714 |
Warrants | Ordinary share warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 2,016,326 | 1,955,725 | 2,245,126 |
Redeemable convertible preferred shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net potential dilutive outstanding securities (in shares) | 5,000,000 | 0 | 33,866,585 |
SEGMENTS AND GEOGRAPHICAL INF_3
SEGMENTS AND GEOGRAPHICAL INFORMATION - Schedules of Revenue and Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue from fees | $ 772,814 | $ 685,414 | $ 445,866 |
Total long-lived assets, net | 97,286 | 92,740 | |
Total assets | 1,208,376 | 1,045,079 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue from fees | 772,814 | 685,129 | 409,858 |
Total long-lived assets, net | 10,941 | 9,470 | |
Total assets | 966,201 | 653,908 | |
Israel | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue from fees | 0 | 0 | 3,771 |
Total long-lived assets, net | 86,345 | 83,270 | |
Total assets | 242,019 | 391,024 | |
Cayman | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue from fees | 0 | 285 | $ 32,237 |
Rest of the world | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total assets | $ 156 | $ 147 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | |||||
Mar. 08, 2024 | Feb. 15, 2024 | Feb. 02, 2024 USD ($) | Jun. 22, 2022 | Sep. 30, 2022 USD ($) | Feb. 01, 2024 USD ($) | |
Subsequent Event [Line Items] | ||||||
Reverse share split | 0.0054 | |||||
Revolving Credit Facility | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, term | 3 years | |||||
Revolving Credit Facility | Line of Credit | The Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 167,500,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Reverse share split | 0.0833 | |||||
Subsequent Event | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Reverse share split | 0.1 | |||||
Subsequent Event | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Reverse share split | 0.0666 | |||||
Subsequent Event | Revolving Credit Facility | Line of Credit | The Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | $ 25,000,000 | ||||
Subsequent Event | Secured Debt | Line of Credit | The Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Line of credit facility, maximum borrowing capacity | $ 255,000,000 |