MONEYLION INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations summarizes the significant factors affecting the
consolidated operating results, financial condition, liquidity and capital
resources of MoneyLion and is intended to help the reader understand MoneyLion,
our operations and our present business environment. This discussion should be
read in conjunction with MoneyLion's unaudited consolidated financial statements
and notes to those financial statements included in Part I, Item 1 "Financial
Statements" within this Quarterly Report on Form 10-Q. References to "we," "us,"
"our," "Company" or "MoneyLion" refer to MoneyLion Technologies Inc. and, as
context requires, its wholly-owned subsidiaries for the periods prior to the
Business Combination Closing Date and to MoneyLion Inc. and, as context
requires, its wholly-owned subsidiaries for the period thereafter. "Fusion"
refers to Fusion Acquisition Corp. for the periods prior to the Business
Combination Closing Date.



Reclassification-The acquisitions of MALKA and Even Financial and related
ongoing integration activities have caused significant changes to the revenue
and cost structure of the Company such that the organization of financial
statement line items in both the consolidated balance sheets and the
consolidated statements of operations used in prior reporting periods are no
longer sufficient to properly present the Company's financial condition and
results of operations as of March 31, 2022. Reclassifications have been
performed relative to the previous presentation of the consolidated balance
sheet as of December 31, 2021 and the consolidated statement of operations for
the quarter ended March 31, 2021 to present in a new format that better
represents the new revenue and cost structure of the Company. The
reclassifications had no impact on previously reported total assets, total
liabilities or net income (loss) and an immaterial impact on total revenue, net.
There was no impact on the consolidated statements of cash flows or consolidated
statements of redeemable convertible preferred stock, redeemable noncontrolling
interests and stockholders' equity (deficit). There are also related
reclassifications and expanded disclosure, where necessary, contained within the
notes to the consolidated financial statements.



Overview



MoneyLion is a leading digital financial services and lifestyle content
platform. We provide consumers a full suite of financial and non-financial
solutions, bundling proprietary, low-cost financial products with products that
are offered through our marketplace and network affiliate partners. We engage
and educate our customers with daily, money-related and money-adjacent content,
delivered through a hyper-personalized feed, to empower our customers at all
times. When our customers enjoy periods of financial excess, we provide tools
for them to easily manage their spending and saving goals through our digital
banking and automated investing solutions. When our customers experience moments
of financial need, we provide them immediate access to innovative lending or
earned income advance products and credit improvement programs that can bridge
these times of financial stress and improve their financial health. We also
leverage our distinct data, technology and network advantages to deliver leading
embedded finance marketplace solutions for our Enterprise Partners, allowing
them to better connect with existing end-users and reach new potential
end-users, complemented by advertising services and digital media and content
production services custom designed to promote Enterprise Partners' products and
services. We believe that the combination of solutions that MoneyLion provides
uniquely positions us to disrupt how financial products are consumed, unlocking
a total addressable market that we estimate to be over $274 billion.



The Company’s primary consumer product offerings include:



RoarMoney Premium Mobile Banking - RoarMoney is our Federal Deposit Insurance
Corporation-insured digital demand deposit account with zero minimums, premium
features and rewards. Our RoarMoney demand deposit accounts are currently issued
by MetaBank, N.A. ("MetaBank"), a South Dakota-based, nationally chartered bank
owned by Meta Financial Group, Inc. (NASDAQ: CASH). Customers can open a
RoarMoney account in minutes through the MoneyLion mobile application, add funds
to their account and begin spending using a RoarMoney virtual debit card.
RoarMoney accounts also include a physical MoneyLion Debit Mastercard that can
be used at any of the approximately 55,000 Allpoint ATM network locations to
make no-fee withdrawals. We earn revenue from interchange fees from payment
networks based on customer expenditures on the debit card. We also earn revenue
from cardholder fees such as a small monthly administrative fee charged to our
customers and a fee charged to customers when an out-of-network ATM is utilized
to withdraw cash. Both interchange fees and cardholder fees are reflected in
service and subscription fees. We incur direct costs in connection with the
RoarMoney account offering, which include fees paid to the payment networks
and
our partner bank.



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Personalized Investing - MoneyLion Investing is an online investment account
that offers access to separately managed accounts invested based on model
portfolios comprised of ETFs and managed on a discretionary basis. Advisory
services related to the MoneyLion investment account are provided by ML Wealth
LLC ("ML Wealth"), an SEC-registered investment adviser and an indirect
wholly-owned subsidiary of MoneyLion. Brokerage and custodial services are
provided by DriveWealth, a third-party provider. This fully-managed account
model allows customers to set their investment strategy and let ML Wealth manage
investment decisions to implement that strategy on a discretionary basis. An
investment account holder simply identifies their investing comfort zone to
receive a personalized portfolio, a mix of stock and bond ETFs. Our managed
investment account is available on a standalone basis. Through MoneyLion
Investing, customers are able to develop sound investing habits by enabling
certain account features, including auto-investing and round ups.
Auto-investing allows our customers to automatically contribute into their
investment account with recurring deposits directly into the account. With round
ups, customers can also choose to automatically round up purchases made either
on their RoarMoney account or an external bank account to the nearest dollar.
The accrued round ups can then be transferred into the customer's MoneyLion
Investing account and invested in accordance with the customer's chosen
investment strategy. We earn revenue from a small monthly administration fee
from our customers who use this product, which is reflected in service and
subscription fees.



Crypto - MoneyLion Crypto is an online cryptocurrency account that enables
customers to buy, sell and hold cryptocurrency. The account is provided by Zero
Hash LLC and its affiliate, Zero Hash Liquidity Services LLC (collectively,
"Zero Hash"). The Zero Hash entities are registered as money services businesses
with FinCEN and hold active money transmitter licenses (or the state equivalent
of such licenses) in all U.S. states and the District of Columbia except for (i)
California, Indiana and Wisconsin, where Zero Hash relies upon licensing
exemptions; (ii) Montana, which does not currently have a money transmitter
licensing requirement; and (iii) Hawaii. The Zero Hash entities currently engage
in crypto asset activities in all U.S. states and the District of Columbia
except for New York and Hawaii. RoarMoney accountholders can open a MoneyLion
Crypto account through the MoneyLion mobile application and fund it via their
RoarMoney account. In addition, customers can also choose to automatically round
up purchases made either on their RoarMoney account or an external bank account
to the nearest dollar. The accrued round ups can then be transferred into the
customer's MoneyLion Crypto account and invested in Bitcoin. As of December 31,
2021, the only cryptocurrencies available through the MoneyLion Crypto account
were Bitcoin and Ether. In January 2022, MoneyLion Crypto expanded to include
Bitcoin Cash and Litecoin. We are currently in the process of adding an
additional cryptocurrency, Solana, to the MoneyLion Crypto platform and
anticipate adding an additional cryptocurrency, Avalanche, during the end of the
second quarter of 2022 or beginning of the third quarter of 2022. Both MoneyLion
and Zero Hash must consent in writing before adding any additional digital
assets to the program. We earn revenue from Zero Hash as they pay us a share of
the fees that they earn from our customers in exchange for MoneyLion enabling
Zero Hash to effect digital currency-related transactions for our customers.
This revenue is reflected in service and subscription fees.



Instacash - Instacash is our 0% APR advance product that gives customers early
access to their recurring income deposits. Customers can access Instacash
advances at any time during a regular deposit period up to their advance limit,
providing customers with the flexibility to cover temporary cash needs and avoid
costly overdraft fees. There are no fees associated with regular delivery of
funds to either a RoarMoney account (typically delivered within 12-48 hours) or
an external checking account (typically delivered within two to five business
days). However, customers have the option to pay an additional fee in order to
receive their funds on an expedited basis (typically within minutes or less),
the amount of which is based on the amount of the disbursement and whether the
funds are delivered to a RoarMoney account or an external checking account.
Customers may also choose to leave MoneyLion an optional tip for use of the
Instacash service. We earn revenue from tips and instant transfer fees, both
reflected in service and subscription fees.



                                       27





Credit Builder Plus - Our Credit Builder Plus membership program offers a proven
path for our customers to access credit and establish or rebuild history, build
savings, establish financial literacy and track their financial health. For a
monthly cost of $19.99, customers receive a suite of services including banking
and investment accounts, credit tracking and financial literacy content, rewards
programs and access to loans of up to $1,000 at competitive rates offered by
MoneyLion lending subsidiaries, allowing our customers to establish up to
twelve months of payment history with all three credit bureaus. We offer our
Credit Builder Plus members access to the Lion's Share Loyalty Program, where
members can earn rewards of up to $19.99 per month. We earn revenue from monthly
subscription fees paid by our customers. These fees are reflected in service and
subscription fees. As part of the Credit Builder Plus membership program,
members may apply for a Credit Builder Plus secured personal loan. In addition
to a free standard disbursement option, we also offered our customers an option
to disburse their funds to their MoneyLion-serviced RoarMoney bank account or
external bank account on an expedited basis for an instant transfer fee. This
instant disbursement option for Credit Builder Plus loans was removed in the
second quarter of 2021. We earn revenue from interest income, reflected in net
interest income on finance receivables, and, prior to the removal of the instant
disbursement option, instant transfer fees, reflected in service and
subscription fees.



Financial Tracking - We offer our customers access to financial tracking tools
such as Financial Heartbeat, GamePlan and credit score tracking. Financial
Heartbeat is an intelligent, automated tool that guides customers on their
financial journey. Financial Heartbeat evaluates customers' financial situation
across four key dimensions: SAVE (savings and financial preparedness), SPEND
(spending and personal budget), SHIELD (insurance needs and coverage) and SCORE
(credit tracking and health). Through our easy-to-use interface, customers can
review the key issues impacting their financial situation, decide what actions
to take, evaluate which products to use and receive guidance on how to stay
motivated on their journey towards financial wellness. GamePlan provides our
customers with a personalized action plan, including a checklist with tasks,
meant to help them reach their financial goals across different categories such
as spending, saving and more. Financial tracking tools are offered to our
customers at no cost and we do not earn revenue from these services.



MoneyLife - Consistent with our vision of establishing MoneyLion as a lifestyle
brand, in 2021 we introduced MoneyLife, an online financial education content
destination. MoneyLife is an influencer-focused, video content-driven
educational platform where customers can share and discover ideas, advice and
insights regarding their financial lives. MoneyLife includes highly personalized
content driven by financial advice and education influencers, tools to achieve
financial goals and additional ways of earning rewards to shop and save. Our
acquisition of MALKA, a creator network and content platform, accelerates our
ability to engage with consumers across all digital and emerging channels,
allowing us to directly connect with communities natively inside and outside of
our platform. Through MoneyLife, we provide an additional daily destination site
for current customers, drive additional prospective customers to MoneyLion and
increase customer engagement and cross-sell opportunities for both MoneyLion and
its affiliate partners.


The company’s primary business service offerings include:

Affiliate Marketing Program - We work with various affiliate partners that offer
products or services that we may recommend to our customers via display ads,
offers or campaigns through our digital platforms. Our customers can access
these offers on a standalone basis. We earn revenue from fees from our affiliate
partners based on a range of criteria depending on each affiliate relationship
including, but not limited to, customers' clicks, impressions, completed
transactions or a share of revenue generated for the affiliate partner. This
revenue is reflected in enterprise service revenues.



Even Financial Marketplace - Through Even Financial, we digitally connect and
match consumers with real-time personalized financial product recommendations
from banks, insurance and fintech companies on mobile apps, websites and other
consumer touchpoints through its marketplace technology. Our infrastructure
leverages machine learning and advanced data science to solve a significant pain
point in financial services customer acquisition, bridging financial
institutions and channel partners via Even Financial's API and embedded finance
marketplaces. Even Financial's network includes over 400 Product Partners and
500 Channel Partners, covering a breadth of financial services including loans,
credit cards, mortgages, savings, and insurance products. We earn revenue, which
is reflected in enterprise service revenue, from our Product Partners based on
performance structure. We incur direct costs related to the fees paid to our
Channel Partners.



Digital Media and Content Production - Through MALKA, we offer digital media and
content production services provided to enterprise clients in entertainment,
sports, gaming, live streaming and other sectors. We produce content across
every digital medium, from creative advertising campaigns and original branded
content to e-gaming livestreams, podcast series, feature length documentaries,
sports representation and marketing. We earn revenue, which is reflected in
enterprise service revenue, from our enterprise clients based on performance
obligations within our contracts with them.



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Recent Developments


Recent events that have had an impact on our activities are as follows:

COVID-19 - The COVID-19 pandemic has caused substantial changes in consumer
behavior, restrictions on business and individual activities and high
unemployment rates, which led to reduced economic activity and may continue to
cause economic volatility. There continue to be significant uncertainties
associated with the COVID-19 pandemic, including with respect to the course,
duration and severity of the virus and additional variants, future actions that
may be taken by governmental authorities and private businesses to contain the
COVID-19 pandemic or to mitigate its impact and the effectiveness of such
actions, the timing and speed of economic recovery and the ultimate
effectiveness of vaccinations for COVID-19.



In response to the economic uncertainty caused by the pandemic, during 2021, we
made certain operational changes and implemented certain consumer support
programs which were immaterial to our performance. For example, we reduced our
marketing activities such as advertising through digital platforms, which have
since returned to pre-pandemic levels and also reduced our sponsorship
arrangements with third parties. In addition, we implemented underwriting policy
changes on a targeted basis to more closely manage credit risk while we further
evaluated market conditions. Our underwriting models are dynamic relative to
real time changes in our customer's income and credit profiles and our credit
performance remained steady as our underwriting models quickly adapted to these
changes. To further support our customers, we expanded our payment deferral
options and reduced certain fees, while providing them with relevant content and
resources on topics like unemployment insurance and stimulus checks. For
instance, for our secured personal loan customers with no prior missed payments,
we offered payment deferrals based on a customer's payment frequency, ranging
from one payment deferral for monthly payments and up to three payment deferrals
for weekly payments. For our Instacash customers with an outstanding advance, we
allowed them to change the scheduled repayment date by up to 14 days. Once the
advance was repaid, the customer could request another change to the scheduled
repayment on another advance. While there is no limit to the number of changes a
customer may be granted, they are limited to one at a time and per advance.
Despite the economic uncertainty as a result of COVID-19, we have increased the
number of customers on our platform.



Management will continue to monitor the nature and extent of the potential impact on the business as the pandemic continues.

Business combinations – Since January 1, 2021we carried out the following business combinations:

? Fusion with Fusion – Enabled September 22, 2021Legacy MoneyLion completed the

Business combination with Merger and becomes a listed company. the

The business combination has been accounted for as a reverse recapitalization in

In accordance with WE GAAP, for which Legacy MoneyLion has been determined to be the

accounting acquirer. Given that the Business Combination was accounted for as a

reverse recapitalization, no goodwill or other intangible asset has been recorded,

according to WE GAAP. Under this accounting method, Merger was

considered the “acquired” company for financial reporting purposes. Operations

before the Business Combination are those of Legacy MoneyLion. See Part II,

Item 8 “Business Combination” in the company’s annual report on Form 10-K for

   the fiscal year ended December 31, 2021 for additional information.




       ?   MALKA Acquisition - On November 15, 2021, MoneyLion completed its
           acquisition of MALKA (the "MALKA Acquisition"). MALKA is a creator
           network and content platform that provides digital media and content
           production services to us and to its own clients in

entertainment,

           sports, gaming, live streaming and other sectors. The MALKA 

Acquisition

           accelerates MoneyLion's ability to engage with consumers across all
           digital and emerging channels, allowing MoneyLion to directly connect
           with communities natively inside and outside of its existing

Platform.

           We intend for MALKA to operate as an indirect, wholly-owned 

subsidiary company

           of MoneyLion Inc. with MALKA's pre-acquisition management team 

first

           day-to-day operations.

           Related to the closing of the MALKA Acquisition, MoneyLion 

Published

           4,181,441 in restricted shares of MoneyLion Class A Common Stock 

and

           paid approximately $10.0 million in cash to the sellers in 

exchange against

           all of the issued and outstanding membership interests of MALKA.
           MoneyLion also paid down approximately $2.2 million of MALKA debt
           facilities. The sellers may earn up to an additional $35 million
           payable in restricted shares of MoneyLion Class A Common Stock if
           MALKA's revenue and EBITDA exceeds certain targets in 2021 and 2022.
           The total purchase price of the MALKA Acquisition was approximately
           $52.7 million.





                                       29





       ?   Even Acquisition - On February 17, 2022, MoneyLion completed its
           acquisition of Even Financial (the "Even Acquisition"). Even Financial
           digitally connects and matches consumers with real-time

personalized

           financial product recommendations from banks, insurance and 

fintech

           companies on mobile apps, websites and other consumer

touch points

           through its marketplace technology. Even Financial's

Infrastructure

           leverages machine learning and advanced data science to solve a
           significant pain point in financial services customer

acquisition,

           seamlessly bridging financial institutions and channel partners via its
           industry-leading API and embedded finance marketplaces.

           The Even Acquisition strengthens MoneyLion's platform by improving
           consumers' abilities to find and access the right financial

products to

           help them manage their financial lives. Even Financial's growing
           network includes over 400 Product Partners and 500 Channel Partners,
           covering a breadth of financial services including loans, credit cards,
           mortgages, savings and insurance products. The Even Acquisition also
           expands MoneyLion's addressable market, extends the reach of
           MoneyLion's own products, diversifies its revenue mix and furthers
           MoneyLion's ambition to be the premier financial super app for
           hardworking Americans.

           At the closing of the Even Acquisition, the Company (i) issued to the
           equityholders of Even Financial an aggregate of 28,164,811 shares of
           the Company's Series A Redeemable Convertible Preferred Stock, along
           with an additional 529,120 shares of Series A Redeemable

Convertible

           Preferred Stock to advisors of Even Financial for transaction 

expenses,

           valued at $0.2 million, (ii) paid to certain Even Financial 

management

           equityholders approximately $14.5 million in cash and (iii) 

exchange

           8,883,228 options to acquire Even Financial common stock for 

5,901,846

           options to acquire MoneyLion Class A Common Stock, of which the vested
           portion at the acquisition date was valued at $8.9 million. The
           equityholders and advisors of Even Financial are also entitled to
           receive an additional payment from the Company of up to an

aggregate of

           8,000,000 shares of Series A Redeemable Convertible Preferred 

Store,

           based on the attributed revenue of Even Financial's business 

during the

           13-month period commencing January 1, 2022 (the "Earnout"), and certain
           recipients of options to acquire shares of the Company's Class A common
           stock are entitled to receive dividend equivalents in lieu of

receive

           Series A Redeemable Convertible Preferred Stock, subject to 

certain

           conditions (the "Preferred Stock Equivalents"). The combined 

value

           the Earnout and Preferred Stock Equivalents was $45.3 million as of the
           closing of the Even Acquisition. The total purchase price was
           approximately $270 million, subject to customary purchase price
           adjustments for working capital and inclusive of amounts used to repay
           approximately $5.7 million of existing indebtedness of Even

Financial

           and pay $2.9 million of seller transaction costs.



Factors affecting our performance

The Company is subject to a number of risks including, but not limited to, the
need for successful development of products, the need for additional capital (or
financing) to fund operating losses, competition from substitute products and
services from larger companies, protection of proprietary technology, dependence
on key individuals and risks associated with changes in information technology.



Growth in new customers and increased usage among existing customers



Our ability to effectively acquire new customers through our acquisition and
marketing efforts, and drive usage of our products across our existing customers
is key to our growth. We invested in the platform approach and believe our
customers' experience is enhanced by using our full product suite as we can
better tailor the insights and recommendations. In turn, this generates higher
revenue and lifetime value from our customer base.



                                       30




Product expansion and innovation

We believe in the platform approach and providing relevant products to our
customers to help them better manage their financial lives, both in times of
need and excess. We will continue to invest in enhancing our existing suite of
products and developing new products. Any factors that impair our ability to do
so may negatively impact our efforts towards retaining and attracting customers.



General economic and market conditions



Our performance is impacted by the relative strength of the overall economy,
market volatility, consumer spending behavior and consumer demand for financial
products and services. The willingness of our customers to spend, invest, or
borrow may fluctuate with their level of disposable income. Other factors such
as interest rate fluctuations or monetary policies may also impact our
customers' behavior and our own ability to fund advances and loan volume.



Competition



We compete with several larger financial institutions and technology platforms
that offer similar products and services. We compete with those that offer both
single point solutions similar to any one of our products as well as more
integrated, complete solutions. Some of our competitors may have access to more
resources than we do and thus may be able to offer better pricing or benefits to
our customers.



Pricing of our products



We derive a substantial portion of our revenue from fees earned from our
products. The fees we earn are subject to a variety of external factors such as
competition, interchange rates and other macroeconomic factors, such as interest
rates and inflation, among others. We may provide discounts to customers who
utilize multiple products to expand usage of our platform. We may also lower
pricing on our products to acquire new customers. For example, we offer our
customers discounts such as Shake 'N' Bank cashback and other cashback rewards
opportunities as part of our RoarMoney bank account product offering and such
discounts are provided to customers based on eligible MoneyLion debit card
transactions. On average, approximately 40% of our eligible RoarMoney bank
account customers receive this benefit. We also offer our Credit Builder Plus
members access to our Lion's Share Loyalty Program where members can earn up to
$19.99 per month. The size of the Lion's Share reward depends on a customer's
number of logins into the MoneyLion app and purchases using their RoarMoney
account in that month. On average, approximately 25% of our Credit Builder Plus
members who met the minimum eligibility criteria received a Lion's Share reward.



Product mix



We offer various products and services on our platform, including a membership
program, loans, cash advances, affiliate offers and cryptocurrency, investment
and bank accounts. Each product has a different profitability profile. The
relative usage of products with high or low profitability and their lifetime
value could have an impact on our performance.



Access and cost of finance



Our credit products and other receivables were primarily financed through IIA
until the end of the fourth quarter of 2021. Beginning in the fourth quarter of
2021, we transitioned our primary source of funding for originated receivables
from IIA to special purpose vehicle financings from third-party institutional
lenders. Loss of one or more of the financing sources we have for our credit
products and other receivables could have an adverse impact on our performance,
and it could be costly to obtain new financing.



                                       31





Key Performance Metrics



We regularly review several metrics, including the following key metrics, to
evaluate our business, measure our performance, identify trends affecting our
business, formulate financial projections and make strategic decisions.



Total Customers



We define Total Customers as the cumulative number of customers that have opened
at least one account, including banking, membership subscription, secured
personal loan, cash advance, managed investment account, cryptocurrency account
or affiliate product. Total Customers also include customers that have submitted
for, received and clicked on at least one offer, including loans, credit cards,
mortgages, savings and insurance products, from a Product Partner via our Even
Financial marketplace. We consider Total Customers to be a key performance
metric as it can be used to understand lifecycle efforts of our customers, as we
look to cross-sell products to our customer base and grow our platform. Total
Customers were 3.9 million and 1.8 million as of March 31, 2022 and 2021,
respectively.



Total Products



We define Total Products as the total number of products that our Total
Customers have opened including banking, membership subscription, secured
personal loan, cash advance, managed investment account, cryptocurrency account,
affiliate product, or signed up for our financial tracking services (with either
credit tracking enabled or external linked accounts), whether or not the
customer is still registered for the product. Total Products also include
products that our Total Customers have submitted for, received and clicked on
via our Even Financial marketplace. If a customer has funded multiple secured
personal loans or cash advances or received and clicked on multiple products via
our Even Financial marketplace, it is only counted once for each product type.
We consider Total Products to be a key performance metric as it can be used to
understand the usage of our products across our customer base. Total Products
were 9.0 million and 5.1 million as of March 31, 2022 and 2021, respectively.



Enterprise Partners


Enterprise Partners is comprised of Product Partners and Channel Partners. We
define Product Partners as financial institutions and financial service
providers. We define Channel Partners as organizations that allow us to reach a
wide base of consumers, including but not limited to news sites, content
publishers, product comparison sites and financial institutions. Enterprise
Partners were 980 as of March 31, 2022, comprised of 424 Product Partners and
556 Channel Partners.



Total Originations



We define Total Originations as the dollar volume of the secured personal loans
originated and cash advances funded within the stated period. We consider Total
Originations to be a key performance metric as it can be used to measure the
usage and engagement of the customers across our secured personal lending and
Instacash products and is a significant driver of net interest income on finance
receivables and service and subscription fees. Total Originations were $408
million and $189 million for the three months ended March 31, 2022 and 2021,
respectively, and were originated directly by MoneyLion.



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Adjusted Revenue



Adjusted Revenue is defined as total revenue, net, plus amortization of loan
origination costs less provision for loss on subscription receivables, provision
for loss on fees receivables and revenue derived from phased out products. We
believe that Adjusted Revenue provides a meaningful understanding of revenue
from ongoing products and recurring revenue for comparability purposes. Adjusted
Revenue is a non-GAAP measure and should not be viewed as a substitute for total
revenue, net. Refer to the "Non-GAAP Measures" section below for further
discussion.



Our adjusted revenues are further broken down into the following categories:


                     Three Months Ended
                          March 31,
                      2022          2021
                       (in thousands)
Consumer           $   45,724     $ 31,489
Enterprise             20,753          996
Adjusted Revenue   $   66,477     $ 32,485




This breakdown of Adjusted Revenue across the categories of consumer revenue and
enterprise revenue helps provide our management with a better understanding of
Adjusted Revenue by type and may help to inform strategic pricing and resource
allocations across our products.



Adjusted gross profit and adjusted EBITDA

Adjusted Gross Profit is defined as gross profit less revenue derived from
phased out products. Adjusted EBITDA is defined as net income (loss) plus
interest expense related to corporate debt, income tax expense (benefit),
depreciation and amortization expense, change in fair value of warrants, change
in fair value of subordinated convertible notes, change in fair value of
contingent consideration from mergers and acquisitions, stock-based compensation
and one-time expenses less origination financing cost of capital. We believe
Adjusted Gross Profit and Adjusted EBITDA provide a meaningful understanding of
an aspect of profitability based on our current product portfolio. These are
non-GAAP measures and should not be viewed as a substitute for gross profit nor
net income (loss). Refer to the "Non-GAAP Measures" section below for further
discussion.


Results of operations for the three months ended March 31, 2022 and 2021


Revenues


The following table is a reference for the discussion that follows.


                                                Three Months Ended
                                                     March 31,                     Change
                                                2022           2021            $             %
                                                    (In thousands, except for percentages)
Consumer revenues
Service and subscription fees                $    46,394     $  30,472     $  15,922          52.3 %
Net interest income on finance receivables         2,568         1,662     
     906          54.5 %
Total consumer revenues                           48,962        32,134        16,828          52.4 %
Enterprise service revenues                       20,752           996        19,756       1,983.5 %
Total revenue, net                           $    69,714     $  33,130     $  36,584         110.4 %



We generate revenue primarily from various product-related fees, providing membership subscriptions, performing business services, and issuing loans.

Total revenues increased by $36.6 million, or 110.4%, to $69.7 million for the
three months ended March 31, 2022, as compared to $33.1 million for the same
period in 2021.


Service and subscription fees



Service and subscription fees increased by $15.9 million, or 52.3%, to $46.4
million for the three months ended March 31, 2022, as compared to $30.5 million
for the same period in 2021. The increase in service and subscription fees were
driven by increases in fee income related to instant transfer fees and tips from
Instacash of $15.4 million driven by the growth of Instacash advances, across
both existing and new customers, and an increase in subscription fees of $1.4
million due to an increased number of customers using the Credit Builder Plus
membership program. These increases were partially offset by decreases in fee
income related to interchange, cardholder and administration fees from our bank
and investment accounts of $0.9 million driven by lower payment volume.



                                       33




Net interest income on financial receivables

Net interest income on finance receivables is generated by interest earned on
Credit Builder Plus loans, which is partially offset by the amortization of
loan
origination costs.



Net interest income on finance receivables increased by $0.9 million, or 54.5%,
to $2.6 million for the three months ended March 31, 2022, as compared to $1.7
million for the same period in 2021. The increase in net interest income on
finance receivables was driven by an over 40% year-over-year origination growth
on our Credit Builder Plus loan program across both existing and new customers.
The amortization of loan origination costs increased by $0.1 million to $0.3
million for the three months ended March 31, 2022, as compared to $0.2 million
for the same period in 2021.



Enterprise service revenues



Enterprise service revenues increased by $19.8 million, or 1,983.5%, to $20.8
million for the three months ended March 31, 2022, as compared to $1.0 million
for the same period in 2021. This increase was primarily attributable to the
acquisitions of Even Financial and MALKA, which significantly expanded the
Company's affiliate marketing platform, number of enterprise partners and
digital media and content production services.



Operating Expenses


The following table is a reference for the following discussion:


                                              Three Months Ended
                                                   March 31,                     Change
                                              2022           2021            $             %
                                                  (In thousands, except for percentages)

Operating expenses
Provision for credit losses on consumer
receivables                                     23,044         5,708        17,336         303.7 %
Compensation and benefits                       22,043         7,057        14,986         212.4 %
Marketing                                       11,416         4,363         7,053         161.7 %
Direct costs                                    21,204         9,903        11,301         114.1 %
Professional services                            7,288         3,586         3,702         103.2 %
Technology-related costs                         4,505         2,199         2,306         104.9 %
Other operating expenses                        10,769         1,082         9,687         895.3 %
Total operating expenses                       100,269        33,898        66,371         195.8 %

Other (expense) income
Interest expense                                (6,174 )      (1,471 )      (4,703 )       319.7 %
Change in fair value of warrant
liability                                        3,910       (31,230 )      35,140            nm
Change in fair value of subordinated
convertible notes                                    -       (39,939 )      39,939            nm
Change in fair value of contingent
consideration from mergers and
acquisitions                                      (682 )           -          (682 )          nm
Other (expense) income                            (916 )          27          (943 )          nm
Total other (expense) income                    (3,862 )     (72,613 )      68,751         -94.7 %

Income tax (benefit) expense                   (28,417 )          25       (28,442 )          nm




                                       34




Our operating expenses consist of the following items:

Allowance for credit losses on consumer receivables



Provision for credit losses on consumer receivables consists of amounts charged
during the period to maintain an allowance for credit and advance losses. The
allowance represents management's estimate of the credit losses in our consumer
receivable portfolio and is based on management's assessment of many factors,
including changes in the nature, volume and risk characteristics of the consumer
receivables portfolio, including trends in delinquency and charge-offs and
current economic conditions that may affect the customer's ability to pay.



Provision for credit losses on consumer receivables increased by $17.3 million,
or 303.7%, to $23.0 million for the three months ended March 31, 2022, as
compared to $5.7 million for the same period in 2021. This increase resulted
primarily from an increase to provision related to Instacash advance receivables
of $12.5 million, Instacash instant transfer fees and tips of $1.4 million and
Credit Builder Plus loan receivables of $1.7 million, evidenced by the increase
in Total Originations from approximately $189 million for the three months ended
March 31, 2021 compared to approximately $408 million for the same period in
2022. Provision related to subscription fees increased by $1.3 million. Related
to the ML Plus loans, a legacy product we transitioned from in the second
quarter of 2020, the provision decreased by $0.4 million.



Compensation and benefits



Compensation and benefits increased by $15.0 million, or 212.4%, to $22.0
million for the three months ended March 31, 2022, as compared to $7.1 million
for the same period in 2021. This increase was driven primarily by $7.0 million
of additional compensation and benefits expenses attributable to the
acquisitions of Even Financial and MALKA, an increase in stock-based
compensation of $2.9 million and a $1.2 million increase in discretionary
incentive bonuses due to increased headcount throughout 2021.



Marketing



Marketing increased by $7.1 million, or 161.7%, to $11.4 million for the three
months ended March 31, 2022, as compared to $4.4 million for the same period in
2021. This increase resulted primarily from an increase in costs related to
advertising through digital platforms of $3.4 million and other
marketing-related activities of $3.8 million.



Direct costs



Direct costs increased by $11.3 million, or 114.1%, to $21.2 million for the
three months ended March 31, 2022, as compared to $9.9 million for the same
period in 2021. The increase was primarily driven by $10.5 million of direct
costs related to Even and MALKA, $2.2 million of increased payment processing
fees and $0.7 million of increased underwriting expenses driven by growth in
total originations and total customers; partially offset by a $2.1 million
decrease in costs related to our bank account offering.



Professional services


Professional services increased by $3.7 million, or 103.2%, to $7.3 million for
the three months ended March 31, 2022, as compared to $3.6 million for the same
period in 2021. This increase resulted primarily from an increase in fees
related to accounting and consulting services of $1.8 million and legal services
of $1.6 million, supporting our public reporting and other transaction-related
requirements.



Technology-related costs



Technology-related costs increased by $2.3 million, or 104.9%, to $4.5 million
for the three months ended March 31, 2022, as compared to $2.2 million for the
same period in 2021. This increase resulted primarily from an increase in costs
related to internet hosting expenses of $0.6 million, software licenses and
subscriptions of $0.8 million and depreciation and amortization related to
equipment and software of $0.5 million.



                                       35





Other operating expenses


Other operating expenses increased by $9.7 million to $10.8 million for the
three months ended March 31, 2022, as compared to $1.1 million for the same
period in 2021. The increase was driven by $2.4 million of additional
amortization expenses which was primarily attributable to the acquisitions of
Even Financial and MALKA, $2.0 million of insurance-related expenses, $1.7
million related to a reserve for costs related to ongoing legal matters, and
$1.8 million for other general operating expenses.



Our other (expense) income consists of the following:


Interest expense


Interest expense increased by $4.7 million, or 319.7%, to $6.2 million for the
three months ended March 31, 2022, as compared to $1.5 million for the same
period in 2021. This increase resulted from an increase in average debt
outstanding during the three months ended March 31, 2022 compared to the same
period in 2021. See Part I, Item 1 "Financial Statements - Debt" for more
information.



Change in fair value of warrant liability

Change in fair value of warrant liability was a benefit of $3.9 million for the
three months ended March 31, 2022, as compared to an expense of $31.2 million
for the same period in 2021. The change in fair value of warrant liability was
due to changes in inputs that drive the warrant liability fair value
calculations.



Change in fair value of subordinated convertible bonds



Change in fair value of subordinated convertible notes had no expense for the
three months ended March 31, 2022 compared to an expense of $39.9 million for
the three months ended March 31, 2021. There was no activity for the three
months ended March 31, 2022 because the subordinated convertible notes were
converted into common stock immediately prior to the Business Combination
Closing in September 2021; the noteholders subsequently received shares of
MoneyLion Class A Common Stock upon the Business Combination Closing.



Change in fair value of contingent consideration arising from mergers and acquisitions



Change in fair value of contingent consideration from mergers and acquisitions
was an expense of $0.7 million for the three months ended March 31, 2022, as
compared to zero for the same period in 2021. No contingent consideration from
mergers and acquisitions was outstanding for the three months ended March 31,
2021.



Other (expense) income



Other (expense) income decreased by $0.9 million to other expense of $0.9
million for the three months ended March 31, 2022, as compared to $0.0 million
for the same period in 2021. The majority of other expense in the three months
ended March 31, 2022 was related to expenses from debt transactions during
the
period.


Income tax (benefit)

See Part I, Item 1 "Financial Statements - Income Taxes" for an explanation of
the significant income tax benefit recorded during the three months ended March
31, 2022.



                                       36





Non-GAAP Measures



In addition to total revenue, net, net income (loss) and gross profit, which are
measures presented in accordance with U.S. GAAP, management believes that
Adjusted Revenue, Adjusted Gross Profit and Adjusted EBITDA provide relevant and
useful information which is widely used by analysts, investors and competitors
in our industry in assessing performance. Adjusted Revenue, Adjusted Gross
Profit and Adjusted EBITDA are supplemental measures of MoneyLion's performance
that are neither required by nor presented in accordance with U.S. GAAP.
Adjusted Revenue, Adjusted Gross Profit and Adjusted EBITDA should not be
considered as substitutes for U.S. GAAP metrics such as total revenue, net, net
income (loss), gross profit or any other performance measures derived in
accordance with U.S. GAAP and may not be comparable to similar measures used by
other companies.


We define Adjusted Revenue as total revenue, net plus amortization of loan
origination costs less provision for loss on subscription receivables, provision
for loss on fees receivables and revenue derived from phased out products. The
definition of Adjusted Revenue previously removed non-operating income, which
has been moved out of total revenue, net and into other (expense) income as part
of our GAAP financial statement reclassification. We believe that Adjusted
Revenue provides a meaningful understanding of revenue from ongoing products and
recurring revenue for comparability purposes.



We define Adjusted Gross Profit as gross profit less revenue derived from phased
out products. The definition of Adjusted Gross Profit previously removed
non-operating income, which has been moved out of total revenue, net and into
other (expense) income as part of our GAAP financial statement reclassification.
We define Adjusted EBITDA as net income (loss) plus interest expense related to
corporate debt, income tax expense (benefit), depreciation and amortization
expense, change in fair value of warrant liability, change in fair value of
subordinated convertible notes, change in fair value of contingent consideration
from mergers and acquisitions, stock-based compensation and one-time expenses
less origination financing cost of capital. We believe that these measures
provide a meaningful understanding of an aspect of profitability based on our
current product portfolio.


Adjusted Revenue, Adjusted Gross Profit and Adjusted EBITDA are useful for an investor to assess our performance because these measures:

? are widely used by investors to measure a company’s operational performance;

? are measures used by rating agencies, lenders and other parties to assess our

   credit worthiness; and




? are used by our management for various purposes, including as measures of

   performance and as a basis for strategic planning and forecasting.



Reconciliation of total, net and adjusted revenues for the three months ended March 31, 2022 and 2021 is as follows:


                                                                  Three Months Ended
                                                                      March 31,
                                                                  2022          2021
                                                                     (in thousands)
Total revenues, net                                            $   69,714     $  33,130
Add back:
Amortization of loan origination costs1                               324  

81

Less:

Provision for credit losses on receivables - subscription
receivables2                                                       (1,541 )        (234 )
Provision for credit losses on receivables - fees
receivables3                                                       (2,001 )        (615 )
Revenue derived from products that have been phased out4              (20 )
        124
Adjusted Revenue                                               $   66,477     $  32,485



(1) The amortization of loan origination costs is included in net interest

     income from finance receivables.



(2) We deduct allowance for credit losses on underwriting receivables

receivables on total turnover, net because linked to income

receivables. For WE for GAAP reporting purposes, provision for loss on

receivables related to subscription receivables are included in the provision

for credit loss in the income statement. Refer to Part I, Article

1 “Financial statements – Summary of significant accounting policies” for

     further discussion.



(3) We deduct the provision for credit losses on expense receivables

receivables on total turnover, net because linked to income

receivables. For WE for GAAP reporting purposes, provision for loss on

receivables related to royalties receivable are included in the provision for losses

on receivables in the income statement. Refer to Part I, point 1

“Financial statements – Summary of significant accounting policies” for

     further discussion.



(4) Income from products that have been eliminated includes net interest

income and fees related to unsecured personal loans, which are included

in net interest income from financial receivables and commission income,

respectively. Income from unsecured personal loans was nil and $(0.1)

million for the three months ended March 31, 2022 and 2021, respectively.



                                       37





The reconciliation of gross profit, which is prepared in accordance with U.S.
GAAP, to Adjusted Gross Profit for the three months ended March 31, 2022 and
2021 is as follows:



                                                                  Three Months Ended
                                                                      March 31,
                                                                  2022          2021
                                                                    (in thousands)
Total revenue, net                                             $   69,714     $  33,130
Less:
Cost of Sales
Direct costs                                                      (21,204 )

(9,903 ) Allowance for credit losses on receivables – underwriting receivables1

                                                       (1,541 )        (234 )
Provision for credit losses on receivables - fees
receivables2                                                       (2,001 )        (615 )
Technology related costs                                           (2,461 )      (1,406 )
Professional services                                              (1,056 )        (741 )
Compensation and benefits                                          (1,014 )        (886 )
Other operating expenses                                             (104 )         (50 )
Gross Profit                                                   $   40,333     $  19,294
Less:
Revenue derived from products that have been phased out3              (20 )
        124
Adjusted Gross Profit                                          $   40,314     $  19,418



(1) We deduct allowance for credit losses on underwriting receivables

receivables on total turnover, net because linked to income

receivables. For WE for GAAP reporting purposes, provision for loss on

receivables related to subscription receivables are included in the provision

for credit loss in the income statement. Refer to Part I, Article

1 “Financial statements – Summary of significant accounting policies” for

     further discussion.



(2) We deduct the provision for credit losses on expense receivables

receivables on total turnover, net because linked to income

receivables. For WE for GAAP reporting purposes, provision for loss on

receivables related to royalties receivable are included in the provision for losses

on receivables in the income statement. Refer to Part I, point 1

“Financial statements – Summary of significant accounting policies” for

     further discussion.



(3) Income from products that have been eliminated includes net interest

income and fees related to unsecured personal loans, which are included

in net interest income from financial receivables and commission income,

respectively. Income from unsecured personal loans was nil and $(0.1)

million for the three months ended March 31, 2022 and 2021, respectively.



                                       38





The reconciliation of net loss, which is prepared in accordance with U.S. GAAP,
to Adjusted EBITDA for the three months ended March 31, 2022 and 2021 is as
follows:



                                                                 Three Months Ended
                                                                      March 31,
                                                                 2022          2021
                                                                   (in thousands)
Net income (loss)                                              $  (6,000 )   $ (73,406 )
Add back:
Interest related to corporate debt1                                1,387   

1,471

Income tax expense (benefit)                                     (28,417 ) 

25

Depreciation and amortization expense                              3,421   

514

Changes in fair value of warrant liability                        (3,910 ) 

31,230

Changes in fair value of subordinated convertible notes                -   

39,939

Change in fair value of contingent consideration arising from mergers and acquisitions

                                             682    

Stock-based compensation expense                                   3,268   

518

One-time expenses2                                                 4,777   

1,262

Less:

Origination financing cost of capital3                                 -   
    (2,767 )
Adjusted EBITDA                                                $ (24,792 )   $  (1,213 )



(1) We add interest charges related to all outstanding corporate debt,

excluding outstanding principal balances related to Credit Roar 1 SPV

and the Roar 2 SPV credit facility. For WE GAAP reports

at the end, interest charges related to corporate debt are included in

interest expense in the income statement.

(2) We add other one-time expenses, including those related to transactions,

including mergers and acquisitions and financings, which have taken place,

litigation expenses and one-time costs or gains. In fgeneral,

these expenses are included in other expenses or professional fees in the

state of operations.

(3) The cost of origination financing capital represents the preferred return

attributable to IIA investors. This is included in temporary equity on

historical consolidated balance sheets. Since we left The IIA

    in December 2021, this will have no impact on our Adjusted EBITDA going
    forward.



Changes in the financial situation at March 31, 2022 from December 31, 2021


                                           March 31,       December 31,              Change
                                              2022             2021              $             %
Assets
Cash and restricted cash                   $  248,987     $      246,224     $   2,763           1.1 %
Consumer receivables                          153,634            153,741          (107 )        -0.1 %
Allowance for credit losses on consumer
receivables                                   (22,291 )          (22,323 )          32          -0.1 %
Consumer receivables, net                     131,343            131,418           (75 )        -0.1 %
Enterprise receivables                         14,207              6,002         8,205         136.7 %
Property and equipment, net                     2,140              1,801           339          18.8 %
Goodwill and intangible assets, net           374,626             77,665   
   296,961         382.4 %
Other assets                                   37,932             28,428         9,504          33.4 %
Total assets                               $  809,235     $      491,538     $ 317,697          64.6 %
Liabilities and Stockholders' Equity
Liabilities:
Debt agreements                               240,915            186,591        54,324          29.1 %
Accounts payable and accrued liabilities       43,933             36,868   
     7,065          19.2 %
Warrant liability                               4,350              8,260        (3,910 )       -47.3 %
Other liabilities                              81,948             26,585        55,363         208.2 %
Total liabilities                             371,146            258,304       112,842          43.7 %
Redeemable convertible preferred stock
(Series A)                                    194,675                  -       194,675            nm
Stockholders' equity:
Common Stock                                       24                 23             1           4.3 %
Additional paid-in capital                    723,394            708,175        15,219           2.1 %
Accumulated deficit                          (470,304 )         (465,264 )      (5,040 )         1.1 %
Treasury stock                                 (9,700 )           (9,700 )           -           0.0 %
Total stockholders' equity                    243,414            233,234        10,180           4.4 %
Total liabilities, redeemable
convertible preferred stock and
stockholders' equity                       $  809,235     $      491,538     $ 317,697          64.6 %


                                       39





Assets



Cash and restricted cash



Cash and restricted cash increased by $2.8 million, or 1.1%, to $249.0 million
as of March 31, 2022, as compared to $246.2 million as of December 31, 2021.
Refer to the "Cash Flows" section below for further discussion on the net cash
provided by (used in) operating activities, investing activities and financing
activities during the period.



Consumer receivables, net


Consumer receivables, net remained stable at $131.3 million as of March 31,
2022, as compared to $131.4 million as of December 31, 2021. The decrease in
loan receivables from December 31, 2021 to March 31, 2022 was mostly offset by
increases in Instacash receivables.



Enterprise receivables



Enterprise receivables increased by $8.2 million, or 136.7%, to $14.2 million as
of March 31, 2022, as compared to $6.0 million as of December 31, 2021. This
increase was primarily attributable to the acquisition of Even Financial, which
significantly expanded the Company's affiliate marketing platform and number of
Enterprise Partners.


Good will and intangible assets, net

Goodwill and intangible assets, net increased by $297.0 million, or 382.4%, to
$374.6 million as of March 31, 2022, as compared to $77.7 million as of December
31, 2021. This increase was attributable to the Even Acquisition, which closed
in the first quarter of 2022.



Other assets



Other assets increased by $9.5 million, or 33.4%, to $37.9 million as of March
31, 2022, as compared to $28.4 million as of December 31, 2021. This was
primarily attributable to the new lease accounting standard adopted during the
first quarter of 2022 which resulted in an operating lease right-of-use asset of
$8.7 million as of March 31, 2022.



Liabilities



Debt agreements


Debt agreements increased by $54.3 million, or 29.1%, to $240.9 million as of
March 31, 2022, as compared to $186.6 million as of December 31, 2021. Refer to
the Part I, Item 1 "Financial Statements - Debt" for further discussion on
financing transactions during the period.



Accounts payable and accrued liabilities

Accounts payable and accrued expenses increased by $7.1 million, or 19.2%, to
$43.9 million as of March 31, 2022, as compared to $36.9 million as of December
31, 2021, which was primarily attributable to new accounts payable and accruals
of $10.1 million associated with Even Financial, which the Company acquired
during the first quarter of 2022.



Warrant liability



Warrant liability decreased by $3.9 million, or 47.3%, to $4.4 million as of
March 31, 2022, as compared to $8.3 million as of December 31, 2021. Refer to
the "Results of Operations for the Three Months Ended March 31, 2022 and 2021"
section above for further discussion on the change in fair value of warrant
liability.



Other liabilities



Other liabilities increased by $55.4 million, or 208.2%, to $81.9 million as of
March 31, 2022, as compared to $26.6 million as of December 31, 2021. The
increase was primarily attributable to an increase in liabilities related to
contingent consideration from mergers and acquisitions of $46.1 million
primarily related to the Even Acquisition and an increase from the new lease
accounting standard adopted during the first quarter of 2022 which resulted in
operating lease liability of $8.7 million as of March 31, 2022.



                                       40




Cash and capital resources



As a result of the Business Combination, we raised net proceeds of $293.2
million, including the contribution of cash held in Fusion's trust account from
its initial public offering of $91.1 million, post redemption of Fusion's common
stock held by Fusion's public stockholders prior to the Business Combination,
and $250.0 million of private investment in public equity ("PIPE") at $10.00 per
share of MoneyLion Class A Common Stock, net of transaction expenses. Prior to
the Business Combination, the funds received from previous common stock and
redeemable convertible preferred stock equity financings, as well as the
Company's ability to obtain lending commitments, provided the liquidity
necessary for the Company to fund its operations. We believe our existing cash
and cash equivalents and cash flows from operating activities will be sufficient
to meet our operating working capital needs for at least the next twelve months.
Our future financing requirements will depend on several factors including our
growth, the timing and level of spending to support continued development of our
platform, the expansion of marketing activities and merger and acquisition
activity. In addition, growth of our finance receivables increases our liquidity
needs, and any failure to meet those liquidity needs could adversely affect our
business. Additional funds may not be available on terms favorable to us or at
all. If the Company is unable to generate positive operating cash flows,
additional debt and equity financings or refinancing of existing debt financings
may be necessary to sustain future operations.



Receivables originated on our platform, including Credit Builder Plus loans and
Instacash advances, were primarily financed through IIA until the end of the
fourth quarter of 2021. Beginning in the fourth quarter of 2021, MoneyLion
transitioned its primary source of funding for originated receivables from IIA
to special purpose vehicle financings from third-party institutional lenders. As
of March 31, 2022, there was an outstanding principal balance of $83 million
under the ROAR 1 SPV Credit Facility and an outstanding principal balance of $73
million under the ROAR 2 SPV Credit Facility. See Part I, Item 1 "Financial
Statements - Variable Interest Entities" for more information on the ROAR 1 SPV
Credit Facility and ROAR 2 SPV Credit Facility.



The following table presents cash, restricted cash and amounts due from the Company’s payment processor, as at March 31, 2022 and December 31, 2021:


                                    March 31,       December 31,
                                       2022             2021
Cash                                $  185,009     $      201,763
Restricted cash                         63,978             44,461

To be received from the payment processor $18,309 $18,576



Cash Flows


The following table presents the cash flows (used) generated by operating, investing and financing activities during the three months ended March 31, 2022 and 2021:


                                                        Three Months Ended
                                                             March 31,
                                                        2022          2021

Net cash (used in) provided by operating activities ($8,651) $3,291
Net cash used in investing activities

                   (42,279 )     (15,145 )
Net cash provided by financing activities                53,693        

50,743

Net increase in cash and restricted cash              $   2,763     $  38,889




                                       41





Operating Activities


Net cash used in operating activities was $8.7 million for the three months
ended March 31, 2022 compared to net cash provided by operating activities of
$3.3 million for the three months ended March 31, 2021. This was primarily
driven by a decrease in profitability, after adjusting for non-cash activity
included in our net loss, of approximately $13.1 million during the three months
ended March 31, 2022 compared to the three months ended March 31, 2021,
primarily as the result of increases in operating expenses and interest expense,
which were partially offset by increases in net revenues and changes in working
capital.



Investing Activities


 Net cash used in investing activities was $42.3 million and $15.1 million for
the three months ended March 31, 2022 and 2021, respectively. The increase in
cash used in investing activities was primarily related to a $7.8 million
increase in net originations and collections of finance receivables and $18.6
million spent on the Even Acquisition, net of cash received, during the three
months ended March 31, 2022.



Financing Activities



Net cash provided by financing activities was $53.7 million and $50.7 million
for the three months ended March 31, 2022 and 2021, respectively. The increase
in cash provided by financing activities was primarily attributable to an
increase in net proceeds from financing sources during the three months ended
March 31, 2022.



Financing Arrangements


Refer to Part I, Item 1 “Financial Statements – Debt” for more details on financing transactions during the period.


Contractual Obligations


The table below summarizes the debts, leases and other minimum long-term cash obligations outstanding at March 31, 2022:


                                                 Remainder
                                    Total          2022          2023 - 2024       2025 - 2026       Thereafter
Monroe Term Loans                    90,000               -            20,000            70,000                -
ROAR 1 SPV Credit Facility           83,000               -                 -            83,000                -
ROAR 2 SPV Credit Facility           73,000               -                 -            73,000                -
Operating lease obligations          12,722           1,733             5,553             3,764            1,672
Total                             $ 258,722     $     1,733     $      25,553     $     229,764     $      1,672



Secured loans and other debts

For more information regarding our secured loans and other debt, see Part I, Item 1 “Financial Statements – Debt” in this Quarterly Report on Form 10-Q.


                                       42





Equity


Series A Convertible Redeemable Preferred Shares



In connection with the acquisition of Even Financial, the Company issued
28,693,931 shares of Series A Redeemable Convertible Preferred Stock. For more
information regarding the Series A Redeemable Convertible Preferred Stock, see
Part I, Item 1 "Financial Statements - Common and Preferred Stock."



Off-balance sheet arrangements

To March 31, 2022the Company had no significant off-balance sheet arrangements.

Significant Accounting Policies and Estimates

See Part I, Item 1 “Financial Statements – Summary of Significant Accounting Policies” for a description of significant accounting policies and estimates.

Recently issued and adopted accounting pronouncements



See Part I, Item 1 "Financial Statements - Summary of Significant Accounting
Policies" for a description of recently issued accounting pronouncements that
may potentially impact our results of operations, financial condition or cash
flows.

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