SEC Filing - Pagaya Technologies

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pgy-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-41430

Pagaya Technologies Ltd.

(Exact name of registrant as specified in its charter)

Israel

87-3083236

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

90 Park Ave, 20th Floor

New York, New York

10016

(Address of principal executive offices)

(Zip Code)

(646) 710-7714

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Ordinary Shares, no par value

PGY

The NASDAQ Stock Market LLC

Warrants to purchase Class A Ordinary Shares

PGYWW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2024, the registrant had 59,162,971 Class A Ordinary Shares, no par value, outstanding and 12,652,310 Class B Ordinary Shares, no par value, outstanding, and 5,000,000 Series A Preferred Shares, no par value, outstanding.

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TABLE OF CONTENTS


						Page
Part I - Financial Informatio n						1
Item 1. Financial Statements						1
C o ndensed consolidated balance sheet s						2
C ondensed consolidated statements of operations						3
C ondensed consolidated statements of comprehensive income (loss)						4
C ondensed consolidated statements of changes in re deemable convertible preferred shares and share holders ’ equity						5
C ondensed consolidated statements of cash flows						7
N otes to the consolidated fin ancial statements						9
Item 2. Managemen t ’s Discussion and Analysis of Financial Condition and Results of Operations						27
Item 3. Quantitative and Qualitative Disclosures About Market Risk						45
Item 4. Controls and Procedures						46
Part II - Other Information						46
Item 1. Legal Proceedings						46
Item 1A. Risk Factors						46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						47
Item 3. Defaults Upon Senior Securities						47
Item 4. Mine Safety Disclosures						47
Item 5. Other Information						47
Item 6. Exhibits						48
Signatures						49

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements that involve substantial risks and uncertainties. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations.

Pagaya desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those implied in those statements. Important factors that could cause such differences include, but are not limited to:

•the ability to implement business plans and other expectations;

•the impact of the continuation of or changes in the short-term and long-term interest rate environment;

•uncertain market or political conditions;

•the availability and cost of capital, including the financing of risk retention investments;

•our ability to service our debt financing and meet associated covenants;

•our ability to develop and maintain a diverse and robust funding network;

•the impact of fair value changes in our risk retention investments in our Financing Vehicles;

•our uncertain future prospects and rate of growth due to our relatively limited operating history;

•the performance of our technology to consistently meet return expectations of asset investors in Financing Vehicles;

•our ability to improve, operate and implement our AI technology, including as we expand into new asset classes;

•competition in attracting and onboarding new Partners and raising capital from asset investors through Financing Vehicles given the current limited number of Partners that account for a substantial portion of the total number of the financial products facilitated with the assistance of our AI technology;

•potential difficulties in retaining our current management team and other key employees and independent contractors, including highly-skilled technical experts;

•our estimates of our future financial performance;

•changes in the political, legal and regulatory framework related to AI technology, machine learning; financial institutions and consumer protection;

•the impact of health epidemics, including the ongoing COVID-19 pandemic;

•our ability to realize the potential benefits of past or future acquisitions;

•conditions related to our operations in Israel;

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•risks related to data, security and privacy;

•changes to accounting principles and guidelines;

•our ability to develop and maintain effective internal controls;

•the ability to maintain the listing of our securities on Nasdaq;

•the price of our securities has been and may continue to be volatile;

•unexpected costs or expenses;

•future issuances, sales or resales of our Class A Ordinary Shares;

•an active public trading market for our Class A Ordinary Shares may not be sustained; and

•the other matters described in “Risk Factors” in our Annual Report on Form 10-K

We caution you not to rely on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Annual Report. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs except to the extent required by law. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements except to the extent required by law. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.

Market, ranking and industry data used throughout this Annual Report, including statements regarding market size and technology adoption rates, is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K, which was filed with the SEC on April 25, 2024, and “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report.

iii

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PART I - Financial Information

Item 1. Financial Statements

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PAGAYA TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share amounts)


	June 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	233,593	$	186,478
Restricted cash	17,469		16,874

Fees and other receivables (including related party receivables of $55,549 and $51,036 as of June 30, 2024 and December 31, 2023, respectively)	93,460		79,526
Investments in loans and securities	1,663		2,490
Prepaid expenses and other current assets (including related party assets of $6,406 and $7,896 as of June 30, 2024 and December 31, 2023, respectively)	15,012		18,034

Total current assets	361,197		303,402
Restricted cash	16,864		19,189

Fees and other receivables (including related party receivables of $32,987 and $33,739 as of June 30, 2024 and December 31, 2023, respectively)	32,987		34,181
Investments in loans and securities	909,762		714,303
Equity method and other investments	26,593		26,383
Right-of-use assets	51,631		55,729
Property and equipment, net	40,628		41,557
Goodwill	10,945		10,945

Intangible assets	1,275		2,550
Prepaid expenses and other assets	1,095		137
Total non-current assets	1,091,780		904,974
Total Assets	$	1,452,977	$	1,208,376
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	7,303	$	1,286
Accrued expenses and other liabilities	36,090		28,562
Current maturities of operating lease liabilities	6,427		6,931
Current portion of long-term debt	12,750		—
Secured borrowing	176,223		37,685
Income taxes payable	2,461		461
Total current liabilities	241,254		74,925
Non-current liabilities:
Warrant liability	1,671		3,242
Revolving credit facility	—		90,000
Long-term debt	219,842		—
Secured borrowing	223,998		234,028
Operating lease liabilities	39,529		43,940
Long-term tax liabilities	36,752		22,135
Deferred tax liabilities, net	107		107
Total non-current liabilities	521,899		393,452
Total Liabilities	763,153		468,377
Redeemable convertible preferred shares, no par value, 6,666,666 shares authorized, 5,000,000 shares issued and outstanding as of June 30, 2024; aggregate liquidation preference of $150,000 as of June 30, 2024. (1)	74,250		74,250
Shareholders’ equity:
Class A ordinary shares, no par value, 666,666,666 shares authorized, 58,943,381 and 49,390,936 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively. (1)	—		—
Class B ordinary shares, no par value, 166,666,666 shares authorized, 12,652,310 and 12,652,310 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively. (1)	—		—
Additional paid-in capital	1,235,677		1,101,914
Accumulated other comprehensive income (loss)	(71,050)		444
Accumulated deficit	(638,645)		(542,637)
Total Pagaya Technologies Ltd. shareholders’ equity	525,982		559,721
Noncontrolling interests	89,592		106,028
Total shareholders’ equity	615,574		665,749
Total Liabilities, Redeemable Convertible Preferred Shares, and Shareholders’ Equity	$	1,452,977	$	1,208,376

(1) Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.

The accompanying notes are an integral part of these condensed consolidated financial statements

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PAGAYA TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue
Revenue from fees (including related party revenues of $175,333 and $148,198 for the three months ended June 30, 2024 and 2023, respectively, and $353,844 and $301,991 for the six months ended June 30, 2024 and 2023, respectively)	$	242,594	$	185,685	$	479,598	$	360,939
Other Income
Interest income	8,193		10,193		15,937		20,590
Investment income (loss) (1)	(443)		(266)		85		721
Total Revenue and Other Income	250,344		195,612		495,620		382,250
Production costs	145,602		120,613		290,483		245,670
Technology, data and product development	21,935		17,663		41,315		38,794
Sales and marketing	13,331		14,558		23,588		28,858
General and administrative	64,449		53,016		127,517		104,142
Total Costs and Operating Expenses	245,317		205,850		482,903		417,464
Operating Income (Loss)	5,027		(10,238)		12,717		(35,214)
Other expenses, net	(73,194)		(16,895)		(107,543)		(83,875)
Loss Before Income Taxes	(68,167)		(27,133)		(94,826)		(119,089)
Income tax expense	14,512		5,006		19,515		11,673
Net Loss Including Noncontrolling Interests	(82,679)		(32,139)		(114,341)		(130,762)
Less: Net loss attributable to noncontrolling interests	(7,894)		(842)		(18,333)		(38,494)
Net Loss Attributable to Pagaya Technologies Ltd.	$	(74,785)	$	(31,297)	$	(96,008)	$	(92,268)
Per share data:




Net loss per share attributable to Pagaya Technologies Ltd.:
Basic and Diluted (2)	$	(1.04)	$	(0.53)	$	(1.41)	$	(1.55)





Weighted average shares outstanding:
Basic and Diluted (2)	71,765,884		59,609,788		68,113,860		59,386,974

(1) Includes income from proprietary investments.

(2) Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.

The accompanying notes are an integral part of these condensed consolidated financial statements

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PAGAYA TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Loss Including Noncontrolling Interests	$	(82,679)	$	(32,139)	$	(114,341)	$	(130,762)
Other Comprehensive Income:
Unrealized gain (loss) on securities available for sale, net	(45,563)		7,035		(67,094)		22,827
Comprehensive Loss Including Noncontrolling Interests	$	(128,242)	$	(25,104)	$	(181,435)	$	(107,935)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(6,686)		2,971		(13,933)		(18,343)
Comprehensive Loss Attributable to Pagaya Technologies Ltd.	$	(121,556)	$	(28,075)	$	(167,502)	$	(89,592)

The accompanying notes are an integral part of these condensed consolidated financial statements

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PAGAYA TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share amounts)


	Redeemable Convertible Preferred Shares			Ordinary Shares (Class A and Class B)			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit)		Non-Controlling Interests		Total Shareholders’ Equity


	Shares (1)	Amount		Shares (1)	Amount
Balance – March 31, 2024	5,000,000	$	74,250	70,602,363	$	—	$	1,214,969	$	(24,279)	$	(563,860)	$	626,830	$	99,081	$	725,911

Issuance of ordinary shares upon exercise of share options				172,305			598						598				598
Issuance of ordinary shares upon vesting of RSUs				821,023									—				—
Share-based compensation							20,093						20,093				20,093
Issuance of ordinary shares							17						17				17


Return of capital to interests in consolidated VIEs													—		(2,803)		(2,803)
Other comprehensive income (loss)									(46,771)				(46,771)		1,208		(45,563)
Net income (loss)											(74,785)		(74,785)		(7,894)		(82,679)
Balance – June 30, 2024	5,000,000	$	74,250	71,595,691	$	—	$	1,235,677	$	(71,050)	$	(638,645)	$	525,982	$	89,592	$	615,574

Balance – December 31, 2023	5,000,000	$	74,250	62,043,246	$	—	$	1,101,914	$	444	$	(542,637)	$	559,721	$	106,028	$	665,749

Issuance of ordinary shares upon exercise of share options				272,918			759						759				759
Issuance of ordinary shares upon vesting of RSUs				1,481,470									—				—
Share-based compensation							37,710						37,710				37,710
Issuance of ordinary shares, net of issuance cost of $5,312				7,500,000			89,956						89,956				89,956
Issuance of ordinary shares from the Equity Financing Purchase Agreement				298,057			5,338						5,338				5,338
Contributions of interests in consolidated VIEs													—		2,815		2,815
Return of capital to interests in consolidated VIEs													—		(5,318)		(5,318)
Other comprehensive income (loss)									(71,494)				(71,494)		4,400		(67,094)
Net income (loss)											$	(96,008)	(96,008)		$	(18,333)	(114,341)
Balance – June 30, 2024	5,000,000	$	74,250	71,595,691	$	—	$	1,235,677	$	(71,050)	$	(638,645)	$	525,982	$	89,592	$	615,574

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	Redeemable Convertible Preferred Shares			Ordinary Shares (Class A and Class B)			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit)		Non-Controlling Interests		Total Shareholders’ Equity


	Shares (1)	Amount		Shares (1)	Amount
Balance – March 31, 2023	—	$	—	58,672,769	$	—	$	1,004,346	$	(1,259)	$	(475,170)	$	527,917	$	188,523	$	716,440
Issuance of preferred shares, net of issuance costs of $$750	5,000,000	74,250		—									—				—
Issuance of ordinary shares upon exercise of share options				194,154			946						946				946
Issuance of ordinary shares upon vesting of RSUs				208,829									—				—
Share-based compensation							22,395						22,395				22,395
Contributions of interests in consolidated VIEs													—		5,165		5,165
Return of capital to interests in consolidated VIEs													—		(16,719)		(16,719)
Other comprehensive income (loss)									$	3,222			3,222		3,813		7,035
Net income (loss)											$	(31,297)	(31,297)		(842)		(32,139)
Balance – June 30, 2023	5,000,000	$	74,250	59,075,752	$	—	$	1,027,687	$	1,963	$	(506,467)	$	523,183	$	179,940	$	703,123

Balance – December 31, 2022	—	$	—	56,942,632	$	—	$	968,432	$	(713)	$	(414,199)	$	553,520	$	211,903	$	765,423
Issuance of ordinary shares upon exercise of warrants				16,304			—						—				—
Issuance of ordinary shares upon exercise of share options				365,763			1,430						1,430				1,430
Issuance of ordinary shares upon vesting of RSUs				235,908			—						—				—
Issuance of preferred shares, net of issuance costs of $750	5,000,000	74,250					—						—				—
Share-based compensation							39,691						39,691				39,691
Issuance of ordinary shares in connection with the acquisition of Darwin Homes, Inc.				1,515,145			18,134						18,134				18,134
Reclassification of investments									(1,881)				(1,881)		18,341		16,460
Contributions of interests in consolidated VIEs													—		15,293		15,293
Return of capital to interests in consolidated VIEs													—		(28,913)		(28,913)
Other comprehensive income (loss)									4,557				4,557		1,810		6,367
Net income (loss)											(92,268)		(92,268)		(38,494)		(130,762)
Balance – June 30, 2023	5,000,000	$	74,250	59,075,752	$	—	$	1,027,687	$	1,963	$	(506,467)	$	523,183	$	179,940	$	703,123

(1) Share amounts have been retroactively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.

The accompanying notes are an integral part of these condensed consolidated financial statements

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PAGAYA TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net loss including noncontrolling interests	$	(114,341)	$	(130,762)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity method income (loss)	(86)		(721)

Depreciation and amortization	13,359		7,984
Share-based compensation	33,519		36,575
Fair value adjustment to warrant liability	(1,571)		2,435

Impairment loss on investments in loans and securities	79,911		78,327



Write-off of capitalized software	2,561		1,630

Other non-cash items	1,435		(94)
Change in operating assets and liabilities:
Fees and other receivables	(12,725)		(7,602)

Deferred tax liabilities, net	—		2
Prepaid expenses and other assets	998		4,587
Right-of-use assets	3,879		4,619
Accounts payable	6,071		2,083
Accrued expenses and other liabilities	7,793		(21,395)
Operating lease liability	(3,205)		(4,455)
Income tax receivable / payable	18,363		1,274
Net cash provided by (used in) operating activities	35,961		(25,513)
Cash flows from investing activities
Proceeds from the sale/maturity/prepayment of:
Investments in loans and securities	66,822		91,360


Cash and restricted cash acquired from Darwin Homes, Inc.	—		1,608
Payments for the purchase of:
Investments in loans and securities	(408,459)		(273,339)
Property and equipment	(9,525)		(10,496)
Equity method and other investments	(125)		—

Net cash used in investing activities	(351,287)		(190,867)
Cash flows from financing activities
Proceeds from sale of ordinary shares, net of issuance costs	89,956		—
Proceeds from long-term debt	244,725		—
Proceeds from issuance of redeemable convertible preferred shares, net	—		74,250

Proceeds from secured borrowing	207,317		192,420
Proceeds received from noncontrolling interests	2,815		15,293
Proceeds from revolving credit facility	44,000		100,000
Proceeds from exercise of stock options	759		1,430
Proceeds from issuance of ordinary shares from the Equity Financing Purchase Agreement	5,338		—

Distributions made to noncontrolling interests	(5,318)		(28,913)
Payments made to revolving credit facility	(134,000)		(25,000)
Payments made to secured borrowing	(78,809)		(115,471)
Payments made to long-term debt	(6,375)		—
Long-term debt issuance costs	(7,974)		—
Settlement of share-based compensation in satisfaction of tax withholding requirements	—		(650)

Net cash provided by financing activities	362,434		213,359
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,723)		(2,687)
Net increase (decrease) in cash, cash equivalents and restricted cash	45,385		(5,708)
Cash, cash equivalents and restricted cash, beginning of period	222,541		337,076

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Cash, cash equivalents and restricted cash, end of period	$	267,926	$	331,368
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheet to the amounts shown in the statements of cash flow above:
Cash and cash equivalents	$	233,593	$	304,047
Restricted cash - current	17,469		22,540
Restricted cash - non-current	16,864		4,781
Total cash, cash equivalents, and restricted cash	$	267,926	$	331,368

The accompanying notes are an integral part of these condensed consolidated financial statements

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NOTE 1 - BUSINESS DESCRIPTION

Pagaya Technologies Ltd. and its consolidated subsidiaries (together “we” “our” “Pagaya” or the “Company”) is a technology company that deploys sophisticated data science and proprietary AI technology to drive better results for financial services and other service providers, their customers, and asset investors. Services providers integrated with Pagaya’s network, which are referred to as “Partners,” range from high-growth financial technology companies to incumbent banks and financial institutions, auto finance providers and residential real estate service providers. Partners have access to Pagaya’s network in order to assist with extending financial products to their customers, in turn helping those customers fulfill their financial needs and dreams. These assets originated by Partners with the assistance of Pagaya’s AI technology are eligible to be acquired by (i) funds managed or advised by Pagaya or one of its affiliates, (ii) securitization vehicles sponsored or administered by Pagaya or one of its affiliates and (iii) other similar vehicles (“Financing Vehicles”).

Pagaya Technologies Ltd. was founded in 2016 and is organized under the laws of the State of Israel. Pagaya has its primary offices in the United States and Israel.

Reverse Share Split

Share amounts have been retrospectively adjusted to reflect the 1-for-12 reverse share split effected on March 8, 2024.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”) if any.

The accompanying unaudited condensed consolidated financial statements were derived from the audited consolidated financial statements, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K.

All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. Dollar. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, except as noted below, and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024 and the Company’s consolidated results of operations and shareholders’ equity for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.

Significant Accounting Policies

There were no material changes to our significant accounting policies as disclosed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 25, 2024.

Recent Accounting Pronouncements Not Yet Adopted

As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced

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disclosures about significant segment expenses. Specifically, the new guidance requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker, and an amount for other segment items by reportable segment, with a description of its composition. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of the amendments to its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items where the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. In addition, entities are required to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by jurisdictions. This ASU is effective for the Company for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. The guidance became effective for the Company beginning January 1, 2024. The adoption of the guidance did not have a material impact on the Company’s financial statements.

NOTE 3 - REVENUE

Revenue From Fees

Revenue from fees is comprised of Network AI fees and Contract fees. Network AI fees can be further broken down into two fee streams: AI integration fees and capital markets execution fees. AI integration fees are earned for the creation and delivery of assets that comprise Network Volume. The Company utilizes multiple funding channels to enable the purchase of network assets from Partners, such as asset backed securitizations (“ABS”). Capital markets execution fees are earned from the market pricing of ABS transactions while contract fees are management, performance and similar fees. These fees are the result of agreements with customers and are recognized in accordance with FASB Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”).

Revenue is generally recognized on a gross basis in accordance with ASC 606 related to reporting revenue on a gross basis as a principal versus on a net basis as an agent. This is because the Company is primarily responsible for integrating the various services fulfilled by Partners and is ultimately responsible to the Financing Vehicles for the fulfillment of the related services. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records revenue on a net basis.

Network AI fees, comprised of AI integration fees and capital markets execution fees, totaled $221.8 million and $167.5 million for the three months ended June 30, 2024 and 2023, respectively, and $437.1 million and $321.5 million for the six months ended June 30, 2024 and 2023, respectively. The Company recognizes Network AI fees primarily at a point in time when the related performance obligation is satisfied. From time to time the Company may provide certain incentives to Financing Vehicles. When the Company determines that an incentive is consideration payable to a customer, the incentive is recorded as a reduction of revenue. Expenses to third parties for services that are integrated with the Company’s technology are recorded in the consolidated statements of operations as Production Costs.

Real estate fees, which are included in Network AI fees, are earned for the obligations to arrange for the purchase of real estate assets, provide administrative services, arrange for the eventual sale of the assets, and provide pre-and post-purchase services including the right to earn performance fees. All of these fees are recognized over time except for the purchase and sale obligations, which are satisfied at the point in time of the respective transactions. As the Company is a principal for these services, revenues are recorded on a gross basis.

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Contract fees include administration and management fees, performances fees, and servicing fees. Contract fees totaled $20.8 million and $18.2 million for the three months ended June 30, 2024 and 2023, respectively, and $42.5 million and $39.4 million for the six months ended June 30, 2024 and 2023, respectively. The Company recognizes administration fees over the service period for the Financing Vehicles managed or administered by the Company.

Performance fees are earned when certain Financing Vehicles exceed contractual return thresholds. They are recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. An estimate is made by the Company based on a variety of factors including market conditions and expected loan performance. In the following period, the true performance is measured and then adjusted to ensure that the fees accurately represent actual performance. As such, there are revenues that result from performance obligations satisfied in the previous year. During the three months ended June 30, 2024, $0.1 million worth of fees represent performance obligations satisfied in 2023 that were less than the original estimate. During the six months ended June 30, 2024, $3.2 million worth of fees represent performance obligations satisfied in 2023 that were greater than the original estimate. During the three and six months ended June 30, 2023, $0.0 million and $1.7 million, respectively, worth of fees represent performance obligations satisfied in 2022 that were lesser than the original estimate.

Servicing fees for the Financing Vehicles, which primarily involve collecting payments and providing reporting on the loans within the securitization vehicles, are recognized over the service period. These duties have been considered to be agent responsibilities and does not include acting as a loan servicer. Accordingly, servicing fees are recorded on a net basis.

The Company determines its contracts generally to not include a significant financing component since the Company's selling prices are not subjected to billing terms nor is its purpose to receive financing from its customers or to provide customers with financing. In addition, as a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between payment and the transfer of services is expected to be one year or less.

Once revenue is recognized, it is recorded on the balance sheet in fees and other receivables until the payment is received from the customer. The timing of the recognition depends on the type of service as described above.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Services transferred at a point in time	$	228,317	$	178,070	$	455,891	$	344,305
Services transferred over time	14,277		7,615		23,707		16,634
Total revenue from fees, net	$	242,594	$	185,685	$	479,598	$	360,939

The Company had no material contract assets, contract liabilities, or deferred contract costs recorded as of June 30, 2024 or December 31, 2023.

Concentrations of Credit Risk and Significant Customers

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and fees receivable. Cash and cash equivalents are principally maintained with major financial institutions, which management assesses to be of high credit quality. The Company has not experienced any losses on these deposits.

The Company’s fees receivable balances are predominantly with agreements with customers, and these are subject to normal credit risks which management believes to be not significant.

Significant customers are those which represent 10% or more of the Company’s total revenue for each respective period presented. Three customers, including two related parties, individually represented greater than 10% of total revenue and collectively totaled approximately 55% for three months ended June 30, 2024. Two customers, including one related party, individually represented greater than 10% of total revenue and collectively totaled approximately 31% for six months ended June 30, 2024. Four customers, including three related parties, individually represented greater than 10% of total revenue and collectively totaled approximately 65% for the three months ended June 30, 2023. Two related party customers individually represented greater than 10% of total revenue and collectively totaled approximately 33% for the six months ended June 30, 2023.

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NOTE 4 - BORROWINGS

As of June 30, 2024 and December 31, 2023, the Company had secured borrowings, inclusive of current and non-current portions, with an outstanding balance of $400.2 million and $271.7 million, respectively, long-term debt, inclusive of current and non-current portions, with an outstanding balance of $232.6 million and $0.0 million, respectively, and a revolving credit facility with an outstanding balance of $0.0 million and $90.0 million, respectively. The Company was in compliance with all covenants as of June 30, 2024.

Risk Retention Master Repurchase

In normal course of business, the Company, through consolidated VIEs, enters into repurchase agreements to finance the Company’s risk retention balance in notes and certificates retained from securitization transactions. Under these agreements, the Company pledges financial instruments as collateral. Our agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledge by the counterparty are included in Investments in loans and securities in our balance sheet. As of June 30, 2024 and December 31, 2023, the outstanding principal balance under the repurchase agreements was $367.7 million and $251.4 million, respectively, which is recorded within secured borrowing on the consolidated balance sheet, with a weighted average interest rate of approximately sixteen percent and thirteen percent, respectively. The average remaining contractual maturities of the repurchase agreements were greater than 90 days as of both June 30, 2024 and December 31, 2023.

Receivables Facility

In October 2022, Pagaya Receivables LLC, a wholly-owned subsidiary, entered into a Loan and Security Agreement (the “LSA Agreement”) with certain lenders, which provides for a 3-year loan facility (the “Receivables Facility”) in a maximum principal amount of $22 million to finance certain eligible receivables purchased from sponsored securitization transactions. In June 2023, the Company amended the agreement and increased the maximum principal amount by $10 million to $32 million. In June 2024, the Company amended the agreement pursuant to which the maximum principal amount was increased from $32 million to $45 million and the term was extended until June 2026. Borrowings under the Receivables Facility bear interest at a rate per annum equal to the adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 3.50%, and the balance is repaid using cash proceeds received from the receivables. As of June 30, 2024 and December 31, 2023, the outstanding principal balance under the Receivables Facility was $32.5 million and $20.3 million, respectively, which is recorded within secured borrowing on the consolidated balance sheet.

Credit Agreement

On February 2, 2024, the Company entered into a certain Credit Agreement (the “Credit Agreement”) which provides for a 5-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an initial principal amount of $25 million, which subsequently increased to $35 million, and a 5 year senior secured term loan facility (the “Term Loan Facility,” and together with the Revolving Credit Facility, the “Facilities”) in an initial principal amount of $255 million.

The Facilities replace the SVB Revolving Credit Facility. In addition to replacing the SVB Revolving Credit Facility, proceeds of borrowings under the Facilities may be used for general corporate purposes of the Company and its subsidiaries. As of the date of this filing, no borrowings have been made under the Revolving Credit Facility.

No amortization payments are required to be made in respect of borrowings under the Revolving Credit Facility. Amortization payments are required to be made in respect of the term loans under the Term Loan Facility in amount of 1.25% per quarter of the original principal amount of the term loans under the Term Loan Facility.

Borrowings under the Facilities bear interest at a rate per annum equal to, at the Company’s option, (i) a base rate (determined based on the prime rate and subject to a 2.00% floor) plus a margin of 6.50% or (ii) an adjusted term Secured Overnight Financing Rate (subject to a 1.00% floor) plus a margin of 7.50%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility at a rate per annum of 0.25% and is payable quarterly in arrears. Accrued interest of $7.6 million was recorded within accrued expenses and other liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2024.

As of June 30, 2024, the Company had an outstanding balance of $232.6 million, which is recorded within long-term debt on the unaudited condensed consolidated balance sheet, and its aggregate future maturities consists of the following (in thousands):

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	June 30, 2024
2024	$	6,375
2025	12,750
2026	12,750
2027	12,750
2028	12,750
Thereafter	191,250
Total	248,625
Debt issuance costs	(16,033)
Total long-term debt, net of debt issuance costs	$	232,592

As of June 30, 2024, the Company had letters of credit issued in the amount of $19.8 million, and $15.2 million of remaining capacity available under the Revolving Credit Facility.

As of December 31, 2023, the Company had an outstanding balance of $90.0 million under the SVB Revolving Credit Facility.

NOTE 5 - INVESTMENTS IN LOANS AND SECURITIES

The amortized cost, gross unrealized gains and losses, allowance for credit losses, and fair value of investments in loans and securities as of June 30, 2024 and December 31, 2023 were as follows (in thousands). As provided in Note 6, a portion of these investments in loans and securities are consolidated as a result of the Company’s determination that it is the primary beneficiary of certain VIEs.


	As of June 30, 2024
Investments in loans and securities, available for sale(1):	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value

Securitization notes	$	249,373	$	469	$	(1,156)	$	—	$	248,686
Securitization certificates	893,351		13,314		(73,839)		(174,077)		658,749
Other loans and receivables	8,043		—		—		(4,053)		3,990
Total	$	1,150,767	$	13,783	$	(74,995)	$	(178,130)	$	911,425

(1) Excludes accrued interest receivable of $13.6 million included in Fees and other receivables.


	As of December 31, 2023
Investments in loans and securities, available for sale(1):	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value

Securitization notes	$	91,654	$	629	$	(1,858)	$	—	$	90,425
Securitization certificates	715,646		18,684		(11,578)		(98,679)		624,073
Other loans and receivables	4,574		—		—		(2,279)		2,295
Total	$	811,874	$	19,313	$	(13,436)	$	(100,958)	$	716,793

(1) Excludes accrued interest receivable of $12.5 million included in Fees and other receivables.

The following tables set forth the fair value and gross unrealized losses on investments in loans and securities without an allowance for credit losses aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, as of the dates indicated (in thousands):

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	As of June 30, 2024
	Less than or equal to 1 year				Greater than 1 year				Total
Investments in loans and securities, available for sale:	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Securitization notes	$	68	$	—	$	41,272	$	(1,156)	$	41,340	$	(1,156)
Securitization certificates	13,632		(11,452)		—		—		13,632		(11,452)
Other loans and receivables	—		—		—		—		—		—
Total	$	13,700	$	(11,452)	$	41,272	$	(1,156)	$	54,972	$	(12,608)


	As of December 31, 2023
	Less than or equal to 1 year				Greater than 1 year				Total
Investments in loans and securities, available for sale:	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Securitization notes	$	59,925	$	(1,858)	$	—	$	—	$	59,925	$	(1,858)
Securitization certificates	15,799		(1,988)		—		—		15,799		(1,988)
Other loans and receivables	—		—		—		—		—		—
Total	$	75,724	$	(3,846)	$	—	$	—	$	75,724	$	(3,846)

The following table sets forth the amortized cost and fair value of investments in loans and securities by contractual maturities, as of the date indicated (in thousands):


	As of June 30, 2024
	Within 1 year				Greater than 1 year, less than or equal to 5 years				Total
Investments in loans and securities, available for sale:	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value

Securitization notes	$	650	$	1,009	$	248,723	$	247,677	$	249,373	$	248,686
Securitization certificates	733		654		892,618		658,095		893,351		658,749
Other loans and receivables	—		—		8,043		3,990		8,043		3,990
Total (1)	$	1,383	$	1,663	$	1,149,384	$	909,762	$	1,150,767	$	911,425


	As of December 31, 2023
	Within 1 year				Greater than 1 year, less than or equal to 5 years				Total
Investments in loans and securities, available for sale:	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value

Securitization notes	$	2,405	$	2,387	$	89,249	$	88,038	$	91,654	$	90,425
Securitization certificates	103		103		715,543		623,970		715,646		624,073
Other loans and receivables	—		—		4,574		2,295		4,574		2,295
Total (1)	$	2,508	$	2,490	$	809,366	$	714,303	$	811,874	$	716,793

(1) Based on weighted average life of expected cash flows.

The following table sets forth gross proceeds and related investment gains (losses), as well as losses on write-downs and the allowance for credit losses of securities, for the periods indicated (in thousands):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Investments in loans and securities, available for sale:
Proceeds from sales/maturities/prepayments	$	30,925	$	65,375		$	66,822	$	91,360


Write-offs charged against the allowance	$	850	$	2,663		$	2,299	$	7,286
Additions to allowance for credit losses	$	(53,062)	$	(12,643)		$	(79,913)	$	(85,613)

The following tables set forth the activity in the allowance for credit losses for investments in loans and securities, as of the dates indicated (in thousands):


	Three Months Ended June 30, 2024
	Securitization notes		Securitization certificates		Other Loans and Receivables		Total
Balance, beginning of period	$	—	$	(121,349)	$	(5,011)	$	(126,360)
Additions to allowance for credit losses not previously recorded	—		(23,628)		—		(23,628)
Additions to allowance for credit losses arising from purchases	—		—		—		—


Additions (reductions) on securities with previous allowance	—		(29,100)		(334)		(29,434)
Write-offs charged against the allowance	—		—		850		850

Balance, end of period	$	—	$	(174,077)	$	(4,053)	$	(178,130)


	Six Months Ended June 30, 2024
	Securitization notes		Securitization certificates		Other Loans and Receivables		Total
Balance, beginning of period	$	—	$	(98,679)	$	(2,279)	$	(100,958)
Additions to allowance for credit losses not previously recorded	—		(26,593)		—		(26,593)
Additions to allowance for credit losses arising from purchases	—		—		(3,246)		(3,246)


Additions (reductions) on securities with previous allowance	—		(48,805)		(1,269)		(50,074)
Write-offs charged against the allowance	—		—		2,299		2,299
Recoveries of amounts previously written off	—		—		442		442
Balance, end of period	$	—	$	(174,077)	$	(4,053)	$	(178,130)


	Three Months Ended June 30, 2023
	Securitization notes		Securitization certificates		Other Loans and Receivables		Total
Balance, beginning of period	$	—	$	(65,572)	$	(2,775)	$	(68,347)
Additions to allowance for credit losses not previously recorded	—		(8,715)		(3,928)		(12,643)



Write-offs charged against the allowance	—		—		2,663		2,663

Balance, end of period	$	—	$	(74,287)	$	(4,040)	$	(78,327)

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	Six Months Ended June 30, 2023
	Securitization notes		Securitization certificates		Other Loans and Receivables		Total
Balance, beginning of period	$	—	$	—	$	—	$	—
Additions to allowance for credit losses not previously recorded	—		(74,287)		(11,326)		(85,613)



Write-offs charged against the allowance	—		—		7,286		7,286

Balance, end of period	$	—	$	(74,287)	$	(4,040)	$	(78,327)

Equity Method and Other Investments

The following investments, including those accounted for under the equity method, are included within Equity method and other investments in the consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):


	Carrying Value
	June 30, 2024		December 31, 2023
Investments in Pagaya SmartResi F1 Fund, LP (1)	$	17,488	$	17,357
Other (2)	9,105		9,026
Total	$	26,593	$	26,383

(1) The Company owns approximately 5.4% and is the general partner of Pagaya Smartresi F1 Fund LP.

(2) Represents the Company’s proprietary investments. Income from these investments is included in Investment income in the consolidated statements of operations.

NOTE 6 - CONSOLIDATION AND VARIABLE INTEREST ENTITIES

The Company has variable interests in securitization vehicles that it sponsors. The Company consolidates VIEs when it is deemed to be the primary beneficiary. In order to be primary beneficiary, the Company must have a controlling financial interest in the VIE. This is determined by evaluating if the Company has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant.

Consolidated VIEs

As of June 30, 2024 and December 31, 2023, the Company has determined that it is the primary beneficiary of Pagaya Structured Holdings LLC, Pagaya Structured Holdings II LLC, and Pagaya Structured Holding III LLC (“Risk Retention Entities”). As sponsor of securitization transactions, the Company is subject to risk retention requirements and established the Risk Retention Entities to meet these requirements.

Below is a summary of assets and liabilities from the Company’s involvement with consolidated VIEs (i.e., Risk Retention Entities) (in thousands):


	Assets		Liabilities		Net Assets
As of June 30, 2024	$	111,185	$	—	$	111,185
As of December 31, 2023	$	132,660	$	—	$	132,660

Unconsolidated VIEs

The Company determined that it is not the primary beneficiary of the trusts which hold the loans and issue securities associated with the securitization transactions the Company sponsors. The Company does not have the power to direct or control the activities which most significantly affect the performance of the trusts, which was determined to be servicing loans.

The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote, such as

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where the value of securitization notes and senior and residual certificates the Company holds as part of the risk retention requirement declines to zero.

Below is a summary of the Company’s direct interest in (i.e., not held through Risk Retention Entities) variable interests in nonconsolidated VIEs (in thousands):


	Carrying Amount		Maximum Exposure to Loss		VIE Assets
As of June 30, 2024	$	807,029	$	807,029	$	8,548,921
As of December 31, 2023	$	591,030	$	591,030	$	8,363,402

From time to time, the Company may, but is not obligated to, purchase assets from the Financing Vehicles. Such repurchases occur at the Company’s discretion. During the three and six months ended June 30, 2024, the Company purchased approximately $14.5 million and $19.5 million, respectively, of loan principal from the Financing Vehicles and included a loss of approximately $13.4 million and $18.4 million, respectively, in general and administrative expenses with respect to these loans. During the three and six months ended June 30, 2023, the Company did not purchase any loans from the Financing Vehicles.

NOTE 7 - LEASES

The Company leases facilities under operating leases with various expiration dates through 2032. The Company leases office space in New York, Israel and several other locations.

The security deposits for the leases are $4.0 million and $4.8 million as of June 30, 2024 and December 31, 2023, respectively, which have been recognized as restricted cash, non-current in the unaudited condensed consolidated balance sheets.

The Company’s operating lease expense consists of rent and variable lease payments. Variable lease payments such as common area maintenance were included in operating expenses. Rent expense for the Company’s short-term leases was immaterial for the periods presented. Operating lease expense was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Rent expense	$	2,938	$	3,345	$	5,849	$	6,786
Variable lease payments	$	80	$	(12)	$	174	$	131
Sublease income	$	1,003	$	1,066	$	2,008	$	2,120

Maturities of the Company’s operating lease liabilities as of June 30, 2024 were as follows (in thousands):