6-K: Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments
Published on November 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of
(Commission File No.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
(Address of Principal Executive Offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ |
No ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ |
No ☒ |
Information Contained in this Form 6-K Report
Financial Statements
This report contains Paysafe Limited’s (“the Company”) Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2023, including Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period presented therein.
Incorporation by Reference
This Report shall be deemed to be incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-270582) and Form F-3 (File No. 333-263910) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
101.INS |
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Inline XBRL Instance Document* |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document* |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document* |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Paysa |
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PAYSAFE LIMITED |
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By: |
/s/ Alexander Gersh |
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Name: |
Alexander Gersh |
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Title: |
Chief Financial Officer |
Date: November 14, 2023
TABLE OF CONTENTS
1. |
Condensed Consolidated Interim Financial Statements (Unaudited) – September 30, 2023 |
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F-1 |
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2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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1 |
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INDEX TO FINANCIAL STATEMENTS
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Paysafe Limited
Condensed Consolidated Interim Financial Statements (Unaudited) |
Page No.
|
Condensed Consolidated Statement of Comprehensive Income / (Loss) |
F-2 |
F-3 |
|
F-4 |
|
F-6 |
|
F-8 |
F-1
Paysafe Limited
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/ (LOSS)
(Unaudited)
(U.S. dollars in thousands, except per share data)
|
|
For the three months ended September 30, |
|
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For the nine months ended September 30, |
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||||||||||
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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|
$ |
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$ |
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||||
Cost of services (excluding depreciation and amortization) |
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||||
Selling, general and administrative |
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Depreciation and amortization |
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Impairment expense on goodwill and intangible assets |
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Restructuring and other costs |
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Loss on disposal of subsidiary and other assets, net |
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||||
Operating income / (loss) |
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( |
) |
|||
Other income, net |
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Interest expense, net |
|
|
( |
) |
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( |
) |
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( |
) |
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( |
) |
Income / (loss) before taxes |
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( |
) |
|||
Income tax expense / (benefit) |
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|
|
|
|
|
|
|
|
( |
) |
|||
Net (loss) / income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Less: net income attributable to non-controlling interest |
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Net (loss) / income attributable to the Company |
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$ |
( |
) |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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Net (loss) / income per share attributable to the Company – basic |
|
$ |
( |
) |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
|
Net (loss) / income per share attributable to the Company – diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
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Net (loss) / income |
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$ |
( |
) |
|
$ |
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$ |
( |
) |
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$ |
( |
) |
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Other comprehensive (loss) / income, net of tax of $0: |
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||||
(Loss) / gain on foreign currency translation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Less: comprehensive income attributable to non-controlling interest |
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Total comprehensive loss attributable to the Company |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Paysafe Limited
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
(U.S. dollars in thousands, except share data)
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September 30, 2023 |
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December 31, 2022 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Customer accounts and other restricted cash |
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Accounts receivable, net of allowance for credit losses of $ |
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Settlement receivables, net of allowance for credit losses of $ |
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||
Prepaid expenses and other current assets |
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Total current assets |
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Deferred tax assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Derivative asset |
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Intangible assets, net |
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Goodwill |
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Other assets – non-current |
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Total assets |
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$ |
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$ |
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||
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Liabilities and equity |
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Current liabilities |
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Accounts payable and other liabilities |
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$ |
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$ |
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||
Short-term debt |
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Funds payable and amounts due to customers |
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Operating lease liabilities – current |
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Income taxes payable |
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Contingent and deferred consideration payable – current |
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Liability for share-based compensation – current |
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Total current liabilities |
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Non-current debt |
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Operating lease liabilities – non-current |
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Deferred tax liabilities |
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Warrant liabilities |
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Liability for share-based compensation – non-current |
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Contingent and deferred consideration payable – non-current |
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Total liabilities |
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Shareholders' equity |
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Common shares - $ |
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Additional paid in capital |
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Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total shareholders' equity |
|
|
|
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||
Total liabilities and shareholders' equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
Paysafe Limited
(Unaudited)
(U.S. dollars in thousands)
|
|
Common |
|
|
Additional paid in capital |
|
|
Accumulated |
|
|
Accumulated other |
|
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Total |
|
|||||
January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Gain on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
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||
Restricted stock units issued |
|
|
|
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|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
— |
|
|
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
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||
Conversion of liability classified award to equity (Note 10) |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
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||
Contribution from Topco (Note 10) |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
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|
|
||
March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Gain on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Restricted stock units issued |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
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||
June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Loss on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Shares issued upon warrants exercised |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Restricted stock units issued |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
September 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
F-4
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Common |
|
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Additional paid in capital |
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Accumulated |
|
|
Accumulated other |
|
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Shareholders' |
|
|
Non- |
|
|
Total |
|
|||||||
January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net (loss) / income |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Gain on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Shares issued upon warrants exercised |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Restricted stock units issued |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
— |
|
|
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
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|
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|||
Capital contribution |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
March 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Loss on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Restricted stock units issued |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
— |
|
|
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Loss on foreign currency translation, net of tax of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Restricted stock units issued |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
— |
|
Share-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
Paysafe Limited
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(U.S. dollars in thousands)
|
|
Nine months ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments for non-cash items: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Unrealized foreign exchange loss / (gain) |
|
|
|
|
|
( |
) |
|
Deferred tax expense / (benefit) |
|
|
|
|
|
( |
) |
|
Interest expense, net |
|
|
|
|
|
|
||
Share-based compensation |
|
|
|
|
|
|
||
Other income, net |
|
|
( |
) |
|
|
( |
) |
Impairment expense on goodwill and intangible assets |
|
|
|
|
|
|
||
Allowance for credit losses and other |
|
|
|
|
|
|
||
Loss on disposal of subsidiary and other assets, net |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
Movements in working capital: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses, other current assets and related party receivables |
|
|
( |
) |
|
|
( |
) |
Settlement receivables, net |
|
|
|
|
|
( |
) |
|
Accounts payable and other liabilities |
|
|
( |
) |
|
|
|
|
Funds payable and amounts due to customers |
|
|
( |
) |
|
|
|
|
Income tax payable and receivable |
|
|
( |
) |
|
|
( |
) |
Net cash flows (used in) / provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash flows in investing activities |
|
|
|
|
|
|
||
Purchase of property, plant & equipment |
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Purchase of merchant portfolios |
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