v3.25.2
ACQUISITIONS
 6 Months Ended
Jun. 30, 2025
ACQUISITIONS  
ACQUISITIONS

NOTE 3 – ACQUISITIONS

PayEco

On April 9, 2025, the Company acquired 100% of the equity interests of PayEco, the parent company of EasyLink Payment Co., Ltd., a licensed China based payment service provider, for a total consideration of $76,074. The consideration is comprised of the following:

​

​

​

​

​

Amounts Recognized as of Acquisition Date (Adjusted)

License intangible asset

$

97,357

Deferred tax liability

​

(23,783)

Acquired net assets

​

2,500

Total consideration

$

76,074

Fair value of deferred payment liability payable in 12 and 24 months after acquisition

​

(12,010)

Other adjustments

​

(4,474)

Cash paid in connection with acquisition

$

59,590

Cash and customer funds acquired

​

(26,509)

Cash paid in connection with acquisition, net of cash and customer funds acquired

$

33,081

​

Refer to Note 10 for details on the license intangible asset acquired.

Skuad

On August 5, 2024, Payoneer acquired 100% of the outstanding equity of Skuad Pte. Ltd. (“Skuad”) and its subsidiaries, a global workforce and payroll management company. The acquisition accelerates Payoneer’s strategy to deliver a comprehensive and integrated financial stack for SMBs that operate globally. The transaction was accounted for in accordance with ASC 805, Business Combinations (“ASC 805”), using the acquisition method of accounting with Payoneer as the acquirer.

NOTE 3 – ACQUISITIONS (continued):

The following table summarizes the fair value of the consideration transferred (after measurement period adjustments during the year ended December 31, 2024):

​

​

​

​

​

Amounts Recognized as of Acquisition Date (Adjusted)

Cash

$

61,099

Contingent consideration

​

6,974

Extinguishment of pre-existing receivable

​

1,000

Settlement of unvested acquiree stock-based compensation awards

​

315

Total

$

69,388

​

The contingent consideration was in the form of a $9,709 earn-out subject to meeting certain performance criteria. The fair value of the contingent consideration was estimated using estimates of probability of each outcome and the Option Pricing Model (“OPM”), except for with respect to the integration plan target, which is not exposed to systemic risk. Refer to Note 7 below for details on changes in the fair value of the contingent consideration since acquisition.

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed (after measurement period adjustments during the year ended December 31, 2024):

​

​

​

​

​

Amounts Recognized as of Acquisition Date (Adjusted)

Cash and cash equivalents and restricted deposits

$

3,875

Customer funds

​

9,005

Accounts receivable

​

4,294

Tax indemnification asset

​

3,004

Customer relationships intangible asset

​

6,683

Developed technology intangible asset

​

2,354

Other assets

​

1,499

Trade payables

​

(1,514)

Outstanding operating balances

​

(9,005)

Deferred tax liabilities, net

​

(1,373)

Uncertain tax positions

​

(3,004)

Other payables

​

(4,326)

Total identifiable net assets

$

11,492

Goodwill

$

57,896

Total

$

69,388

​

The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to the significant synergies expected to arise from the acquisition, including enhancement of Payoneer’s comprehensive and integrated financial stack. The Company does not expect goodwill to be deductible for income tax purposes.

Due to Skuad’s insignificant size relative to the Company, Payoneer is not providing supplemental pro forma financial information.

The allocation of the purchase price for this acquisition has been finalized and the measurement period has ended. All adjustments to assets, liabilities and tax estimates have been completed based on the information obtained during the measurement period.