Affiliate Marketing

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 were 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 three and six months ended June 30, 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 key consumer product offerings include:

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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, a fee charged to customers when an out-of-network ATM is utilized to
withdraw cash and a foreign transaction fee charged to our customers on
purchases outside of the U.S. or in a currency other than U.S. dollars. 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.

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 LLC, 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 Hawaii. As Zero Hash was recently approved to conduct virtual
currency business activity in New York, we are currently in the process of
enabling New York on the MoneyLion Crypto platform and expect to be able to
offer cryptocurrency-related products to our New York customers in the near
future. 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. 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.


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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.

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, accelerated 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 key enterprise 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.

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Even Financial Marketplace - Through Even Financial's software platform, we
connect and match consumers with real-time personalized financial product
recommendations from banks, insurance and fintech companies on mobile apps and
websites by enabling the display of offers for financial products to consumers.
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.

Recent Developments

Recent events impacting our business 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 ultimate
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 potential impact to
the business as the pandemic continues.

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Business Combinations – Since January 1, 2021, we have completed the following
business combinations:

Merger with Fusion - On September 22, 2021, Legacy MoneyLion completed the
Business Combination with Fusion and became a publicly traded company. The
Business Combination was accounted for as a reverse recapitalization in
accordance with U.S. GAAP, for which Legacy MoneyLion was determined to be the
accounting acquirer. Since the Business Combination was accounted for as a
reverse recapitalization, no goodwill or other intangible assets were recorded,
in accordance with U.S. GAAP. Under this method of accounting, Fusion was
treated as the "acquired" company for financial reporting purposes. Operations
prior to 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 accelerated 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. MALKA
operates as an indirect, wholly-owned subsidiary of MoneyLion Inc. with MALKA's
pre-acquisition management team leading day-to-day operations.

Related to the closing of the MALKA Acquisition, MoneyLion issued 3,206,167 in
restricted shares of MoneyLion Class A Common Stock and paid approximately $10.0
million in cash to the sellers in exchange for all of the issued and outstanding
membership interests of MALKA. The Make-Whole Provision (as defined herein)
related to the restricted shares of MoneyLion Class A Common Stock issued was
valued at $10,870 as of the MALKA Acquisition Closing Date. 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.

Even Acquisition - On February 17, 2022, MoneyLion completed its acquisition of
Even Financial (the "Even Acquisition"). Even Financial utilizes its software
platform to connect and match consumers with real-time personalized financial
product recommendations from banks, insurance and fintech companies on mobile
apps and websites by enabling the display of offers for financial products to
consumers through its platform. 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 strengthened 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 expanded MoneyLion's addressable market,
extended the reach of MoneyLion's own products, diversified its revenue mix and
furthered MoneyLion's ambition to be the premier financial super app for
hardworking Americans.

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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) exchanged 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 Stock, 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
MoneyLion Class A Common Stock are entitled to receive dividend equivalents in
lieu of receiving Series A Redeemable Convertible Preferred Stock, subject to
certain conditions (the "Preferred Stock Equivalents"). The combined value of
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.

New customer growth and increasing usage across 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.

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.


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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 financing


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.

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. Following the Even Acquisition, 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 4.9 million and 2.2
million as of June 30, 2022 and 2021, respectively.


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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. Following the Even Acquisition,
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 10.4 million and 5.9 million as of
June 30, 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 1,011 as of June 30, 2022, comprising 433 Product Partners and 578
Channel Partners. The number of Enterprise Partners prior to the Even
Acquisition was not significant.

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 $439
million and $237 million for the three months ended June 30, 2022 and 2021,
respectively, and $847 million and $426 million for the six months ended June
30, 2022 and 2021, respectively. All originations were originated directly by
MoneyLion.

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 Revenue is further broken into the following categories:

                       Three Months Ended June 30,           Six Months Ended June 30,
                        2022                 2021               2022              2021
                             (in thousands)                        (in thousands)
Consumer           $       50,002       $       34,183     $       95,726       $  65,672
Enterprise                 34,055                2,271             54,808           3,267
Adjusted Revenue   $       84,057       $       36,453     $      150,534       $  68,939



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.


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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 and Six Months Ended June 30, 2022 and 2021

Revenues

The following table is reference for the discussion that follows.

                         Three Months Ended June 30,                 Change               Six Months Ended June 30,                Change
                          2022                 2021             $             %              2022              2021           $             %
                                                                (In thousands, except for percentages)
Consumer revenues
Service and
subscription fees    $       50,768       $       34,148     $ 16,620          48.7 %   $       97,162       $  64,620     $ 32,542          50.4 %
Net interest
income on finance
receivables                   2,517                1,761          756          42.9 %            5,085           3,423        1,662          48.6 %
Total consumer
revenues                     53,285               35,909       17,376          48.4 %          102,247          68,043       34,204          50.3 %
Enterprise service
revenues                     34,055                2,271       31,784       1,399.6 %           54,807           3,267       51,540       1,577.6 %
Total revenue, net   $       87,340       $       38,180     $ 49,160         128.8 %   $      157,054       $  71,310     $ 85,744         120.2 %


We generate revenues primarily from various product-related fees, providing
membership subscriptions, performing enterprise services and originating loans.

Total revenues increased by $49.2 million, or 128.8%, to $87.3 million for the
three months ended June 30, 2022, as compared to $38.2 million for the same
period in 2021.


Total revenues increased by $85.7 million, or 120.2%, to $157.1 million for the
six months ended June 30, 2022, as compared to $71.3 million for the same period
in 2021.

Service and subscription fees


Service and subscription fees increased by $16.6 million, or 48.7%, to $50.8
million for the three months ended June 30, 2022, as compared to $34.1 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 $16.4 million driven by the growth of Instacash advances, across
both existing and new customers, and an increase in subscription fees of $0.6
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 $0.4 million driven by lower payment volume.


                                       37
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Service and subscription fees increased by $32.5 million, or 50.4%, to $97.2
million for the six months ended June 30, 2022, as compared to $64.6 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 $31.8 million driven by the growth of Instacash advances, across
both existing and new customers, and an increase in subscription fees of $2.0
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 $1.2 million driven by lower payment volume.

Net interest income on finance 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 $0.8 million, or 42.9%,
to $2.5 million for the three months ended June 30, 2022, as compared to $1.8
million for the same period in 2021. The increase in net interest income on
finance receivables was driven by the historical origination growth on our
Credit Builder Plus loan program across both existing and new customers. The
amortization of loan origination costs decreased by $0.4 million to $0.1 million
for the three months ended June 30, 2022, as compared to $0.5 million for the
same period in 2021.

Net interest income on finance receivables increased by $1.7 million, or 48.6%,
to $5.1 million for the six months ended June 30, 2022, as compared to $3.4
million for the same period in 2021. The increase in net interest income on
finance receivables was driven the historical origination growth on our Credit
Builder Plus loan program across both existing and new customers. The
amortization of loan origination costs decreased by $0.1 million to $0.5 million
for the six months ended June 30, 2022, as compared to $0.6 million for the same
period in 2021.

Enterprise service revenues


Enterprise service revenues increased by $31.8 million, or 1399.6%, to $34.1
million for the three months ended June 30, 2022, as compared to $2.3 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.

Enterprise service revenues increased by $51.5 million, or 1,577.6%, to $54.8
million for the six months ended June 30, 2022, as compared to $3.3 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.



                                       38
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Operating Expenses

The following table is reference for the discussion that follows:

                               Three Months Ended June 30,                Change              Six Months Ended June 30,                Change
                                2022                 2021             $            %            2022               2021            $            %
                                                                     (In thousands, except for percentages)
Operating expenses
Provision for credit
losses on consumer
  receivables                      26,981               15,698       11,283        71.9 %          50,025           21,406        28,619        133.7 %
Compensation and
benefits                           26,498                8,172       18,326       224.3 %          48,541           15,229        33,312        218.7 %
Marketing                           9,477                9,166          311         3.4 %          20,893           13,529         7,364         54.4 %
Direct costs                       29,386               10,543       18,843       178.7 %          50,590           20,446        30,144        147.4 %
Professional services               6,652                4,451        2,201        49.4 %          13,940            8,037         5,903         73.4 %
Technology-related costs            5,409                2,257        3,152       139.7 %           9,914            4,456         5,458        122.5 %
Other operating expenses            9,842                1,275        8,567       671.9 %          20,611            2,357        18,254        774.5 %
Total operating expenses          114,245               51,562       62,683       121.6 %         214,514           85,460       129,054        151.0 %

Other (expense) income
Interest expense                   (7,584 )             (1,849 )     (5,735 

) 310.2 % (13,758 ) (3,320 ) (10,438 ) 314.4 %
Change in fair value of
warrant liability

                   2,951              (17,586 )     20,537          nm             6,861          (48,816 )      55,677           nm
Change in fair value of
subordinated
  convertible notes                     -               (9,622 )      9,622          nm                 -          (49,561 )      49,561           nm
Change in fair value of
contingent
  consideration from
mergers and
  acquisitions                      8,480                    -        8,480          nm             3,820                -         3,820           nm
Other income (expense)                  9                3,243       (3,234 )     -99.7 %            (907 )          3,270        (4,177 )         nm
Total other (expense)
income                              3,856              (25,814 )     29,670          nm            (3,984 )        (98,427 )      94,443        -96.0 %

Income tax (benefit)
expense                                16                   17           (1 )      -5.9 %         (28,401 )             42       (28,443 )         nm


Our operating expenses consist of the following:

Provision 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.


                                       39
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Provision for credit losses on consumer receivables increased by $11.3 million,
or 71.9%, to $27.0 million for the three months ended June 30, 2022, as compared
to $15.7 million for the same period in 2021. This increase resulted primarily
from an increase to provision related to Instacash advance receivables of $9.0
million, Instacash instant transfer fees and tips of $0.9 million and Credit
Builder Plus loan receivables of $0.9 million, evidenced by the increase in
Total Originations from approximately $237 million for the three months ended
June 30, 2021 compared to approximately $439 million for the same period in
2022. Provision related to subscription fees increased by $0.3 million. Related
to the ML Plus loans, a legacy product we transitioned from in the second
quarter of 2020, the provision decreased by $0.2 million.

Provision for credit losses on consumer receivables increased by $28.6 million,
or 133.7%, to $50.0 million for the six months ended June 30, 2022, as compared
to $21.4 million for the same period in 2021. This increase resulted primarily
from an increase to provision related to Instacash advance receivables of $21.4
million, Instacash instant transfer fees and tips of $2.3 million and Credit
Builder Plus loan receivables of $2.6 million, evidenced by the increase in
Total Originations from approximately $426 million for the six months ended June
30, 2021 compared to approximately $847 million for the same period in 2022.
Provision related to subscription fees increased by $1.6 million. Related to the
ML Plus loans, a legacy product we transitioned from in the second quarter of
2020, the provision decreased by $0.6 million.

Compensation and benefits


Compensation and benefits increased by $18.3 million, or 224.3%, to $26.5
million for the three months ended June 30, 2022, as compared to $8.2 million
for the same period in 2021. This increase was driven primarily by $9.6 million
of additional compensation and benefits expenses related to Even Financial and
MALKA, a $3.8 million increase related to increased headcount, an increase in
stock-based compensation of $3.9 million, a $0.7 million increase related to the
amortization of salaries related to origination expenses done in the second
quarter of 2021 and $0.4 million related to severance costs taken in the second
quarter of 2022.

Compensation and benefits increased by $33.3 million, or 218.7%, to $48.5
million for the six months ended June 30, 2022, as compared to $15.2 million for
the same period in 2021. This increase was driven primarily by $16.5 million of
additional compensation and benefits expenses related to Even Financial and
MALKA, a $8.6 million increase related to increased headcount, an increase in
stock-based compensation of $6.6 million, a $1.0 million increase related to the
amortization of salaries related to origination expenses done in 2021 and $0.7
million related to severance costs taken in 2022.

Marketing


Marketing increased by $0.3 million, or 3.4%, to $9.5 million for the three
months ended June 30, 2022, as compared to $9.2 million for the same period in
2021. This increase resulted primarily from a $2.0 million increase in costs for
marketing-related activities, partially offset by a $1.7 million decrease in
costs related to advertising through digital platforms.

Marketing increased by $7.4 million, or 54.4%, to $20.9 million for the six
months ended June 30, 2022, as compared to $13.5 million for the same period in
2021. This increase resulted primarily from an increase in costs related for
marketing-related activities of $8.6 million, partially offset by a $1.2 million
decrease in costs related to advertising through digital platforms.

Direct costs


Direct costs increased by $18.8 million, or 178.7%, to $29.4 million for the
three months ended June 30, 2022, as compared to $10.5 million for the same
period in 2021. The increase was primarily driven by $19.1 million of direct
costs related to Even Financial and MALKA, an increase in payment processing
fees of $1.0 million and underwriting expenses of $0.5 million, 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.


                                       40
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Direct costs increased by $30.1 million, or 147.4%, to $50.6 million for the six
months ended June 30, 2022, as compared to $20.4 million for the same period in
2021. The increase was primarily driven by $29.6 million of direct costs related
to Even Financial and MALKA, an increase in payment processing fees of $3.2
million and underwriting expenses of $1.1 million, driven by growth in Total
Originations and Total Customers, partially offset by a $4.2 million decrease in
costs related to our bank account offering.

Professional services


Professional services increased by $2.2 million, or 49.4%, to $6.7 million for
the three months ended June 30, 2022, as compared to $4.5 million for the same
period in 2021. This increase resulted primarily from an increase in
professional costs related to Even Financial and MALKA of $1.4 million and other
consulting costs of $0.6 million to help support business growth.

Professional services increased by $5.9 million, or 73.4%, to $13.9 million for
the six months ended June 30, 2022, as compared to $8.0 million for the same
period in 2021. This increase resulted primarily from an increase in
professional costs related to Even Financial and MALKA of $2.3 million, legal
services of $1.3 million and other consulting costs of $1.5 million to help
support our public reporting requirements and business growth.

Technology-related costs


Technology-related costs increased by $3.2 million, or 139.7%, to $5.4 million
for the three months ended June 30, 2022, as compared to $2.3 million for the
same period in 2021. This increase resulted primarily from an increase in
software licenses and subscriptions of $1.4 million, depreciation and
amortization related to equipment and software of $1.0 million and costs related
to other technology services of $0.7 million.

Technology-related costs increased by $5.5 million, or 122.5%, to $9.9 million
for the six months ended June 30, 2022, as compared to $4.5 million for the same
period in 2021. This increase resulted primarily from an increase in software
licenses and subscriptions of $2.8 million, depreciation and amortization
related to equipment and software of $1.5 million and costs related to other
technology services of $1.1 million.

Other operating expenses


Other operating expenses increased by $8.6 million, or 671.9%, to $9.8 million
for the three months ended June 30, 2022, as compared to $1.3 million for the
same period in 2021. The increase was driven by $4.5 million of intangible
amortization expenses attributable to the acquisitions of Even Financial and
MALKA, $2.0 million of insurance-related expenses, $1.5 million of additional
expenses as a result of the acquisitions of Even Financial and MALKA and an
increase in other general operating expenses of $0.5 million.

Other operating expenses increased by $18.3 million, or 774.5%, to $20.6 million
for the six months ended June 30, 2022, as compared to $2.4 million for the same
period in 2021. The increase was driven by $6.9 million of intangible
amortization expenses attributable to the acquisitions of Even Financial and
MALKA, $4.1 million of insurance-related expenses, $2.8 million of additional
expenses as a result of the acquisitions of Even Financial and MALKA and an
increase in a reserve for costs related to ongoing legal matters of $1.5 million
and other general operating expenses of $2.9 million.

Our other (expense) income consists of the following:

Interest expense


Interest expense increased by $5.7 million, or 310.2%, to $7.6 million for the
three months ended June 30, 2022, as compared to $1.8 million for the same
period in 2021. This increase resulted from an increase in average debt
outstanding during the three months ended June 30, 2022 compared to the same
period in 2021. See Part I, Item 1 "Financial Statements - Debt" for more
information.


                                       41
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Interest expense increased by $10.4 million, or 314.4%, to $13.8 million for the
six months ended June 30, 2022, as compared to $3.3 million for the same period
in 2021. This increase resulted from an increase in average debt outstanding
during the six months ended June 30, 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 $3.0 million for the
three months ended June 30, 2022, as compared to an expense of $17.6 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 warrant liability was a benefit of $6.9 million for the
six months ended June 30, 2022, as compared to an expense of $48.8 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 notes


Change in fair value of subordinated convertible notes had no expense for the
three and six months ended June 30, 2022 compared to an expense of $9.6 million
and $49.6 million for the three and six months ended June 30, 2021,
respectively. There was no activity for the three and six months ended June 30,
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 from mergers and acquisitions


Change in fair value of contingent consideration from mergers and acquisitions
was a benefit of $8.5 million for the three months ended June 30, 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 June 30,
2021.

Change in fair value of contingent consideration from mergers and acquisitions
was a benefit of $3.8 million for the six months ended June 30, 2022, as
compared to zero for the same period in 2021. No contingent consideration from
mergers and acquisitions was outstanding for the six months ended June 30, 2021.

Other income (expense)


Other income decreased by $3.2 million to other income of $0.0 million for the
three months ended June 30, 2022, as compared to $3.2 million for the same
period in 2021. The majority of other income in the three months ended June 30,
2021 related to a gain from the forgiveness of U.S. Small Business
Administration's ("SBA") Paycheck Protection Program ("PPP") loans of $3.2
million as the SBA approved the Company's application for forgiveness with
respect to the entire outstanding balance of the PPP loan.

Other expense increased by $4.2 million to other expense of $0.9 million for the
six months ended June 30, 2022, as compared to other income of $3.3 million for
the same period in 2021. The majority of other expense in the six months ended
June 30, 2022 was related to expenses from debt transactions during the period.
The majority of other income in the six months ended June 30, 2021 related to a
gain from the forgiveness of SBA's PPP loans of $3.2 million as the SBA approved
the Company's application for forgiveness with respect to the entire outstanding
balance of the PPP loan.

Income tax (benefit) expense


See Part I, Item 1 "Financial Statements - Income Taxes" for an explanation of
the significant income tax benefit recorded during the six months ended June 30,
2022.


                                       42
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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. 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. 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 to an
investor in evaluating our performance because these measures:

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

are metrics used by rating agencies, lenders and other parties to evaluate 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.

The reconciliation of total revenue, net to Adjusted Revenue for the three and
six months ended June 30, 2022 and 2021 is as follows:

                                              Three Months Ended June 30,            Six Months Ended June 30,
                                               2022                 2021               2022               2021
                                                    (in thousands)                         (in thousands)
Total revenues, net                       $       87,340       $       38,180     $      157,054       $    71,310
Add back:
Amortization of loan origination costs1              143                  495                467               575

Less:

Provision for credit losses on                    (1,221 )               (945 )           (2,762 )          (1,179 )
receivables - subscription receivables2
Provision for credit losses on                    (2,204 )             (1,277 )           (4,205 )          (1,892 )
receivables - fees receivables3
Revenue derived from products that have               (1 )                  1                (21 )             125
been phased out4
Adjusted Revenue                          $       84,057       $       36,453     $      150,534       $    68,939



(1)

Amortization of loan origination costs are included within net interest income
from finance receivables.

                                       43
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(2)

We deduct provision for credit losses on receivables related to subscription
receivables from total revenue, net as it is related to revenue-based
receivables. For U.S. GAAP reporting purposes, provision for loss on receivables
related to subscription receivables is included within provision for loss on
receivables on the statement of operations. Refer to Part I, Item 1 "Financial
Statements - Summary of Significant Accounting Policies" for further discussion.

(3)

We deduct provision for credit losses on receivables related to fees receivables
from total revenue, net as it is related to revenue-based receivables. For U.S.
GAAP reporting purposes, provision for loss on receivables related to fees
receivables is included within provision for loss on receivables on the
statement of operations. Refer to Part I, Item 1 "Financial Statements - Summary
of Significant Accounting Policies" for further discussion.

(4)

Revenue derived from products that have been phased out includes net interest
income and fees related to unsecured personal loans, which are included within
net interest income from finance receivables and service and subscription fees,
respectively. Revenue from unsecured personal loans was $0.0 and $(0.0) million
for the three months ended June 30, 2022 and 2021, respectively, and $0.0 and
$(0.1) million for the six months ended June 30, 2022 and 2021, respectively.

The reconciliation of gross profit, which is prepared in accordance with U.S.
GAAP, to Adjusted Gross Profit for the three and six months ended June 30, 2022
and 2021 is as follows:

                                              Three Months Ended June 30,            Six Months Ended June 30,
                                               2022                 2021              2022               2021
                                                    (in thousands)                        (in thousands)
Total revenue, net                        $       87,340       $       38,180     $     157,054       $    71,310
Less:
Cost of Sales
Direct costs                                     (29,386 )            (10,543 )         (50,590 )         (20,446 )
Provision for credit losses on                    (1,221 )               (945 )          (2,762 )          (1,179 )
receivables - subscription receivables1
Provision for credit losses on                    (2,204 )             (1,277 )          (4,205 )          (1,892 )
receivables - fees receivables2
Technology related costs                          (2,525 )             (1,454 )          (4,986 )          (2,860 )
Professional services                             (1,129 )               (741 )          (2,185 )          (1,482 )
Compensation and benefits                         (2,657 )               (905 )          (3,671 )          (1,791 )
Other operating expenses                            (118 )                (59 )            (222 )            (109 )
Gross Profit                              $       48,100       $       22,255     $      88,433       $    41,549
Less:
Revenue derived from products that have               (1 )                  1               (21 )             125
been phased out3
Adjusted Gross Profit                     $       48,099       $       22,256     $      88,412       $    41,674



(1)
We deduct provision for credit losses on receivables related to subscription
receivables from total revenue, net as it is related to revenue-based
receivables. For U.S. GAAP reporting purposes, provision for loss on receivables
related to subscription receivables is included within provision for loss on
receivables on the statement of operations. Refer to Part I, Item 1 "Financial
Statements - Summary of Significant Accounting Policies" for further discussion.

(2)

We deduct provision for credit losses on receivables related to fees receivables
from total revenue, net as it is related to revenue-based receivables. For U.S.
GAAP reporting purposes, provision for loss on receivables related to fees
receivables is included within provision for loss on receivables on the
statement of operations. Refer to the Part I, Item 1 "Financial Statements -
Summary of Significant Accounting Policies" for further discussion.

                                       44
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(3)

Revenue derived from products that have been phased out includes net interest
income and fees related to unsecured personal loans, which are included within
net interest income from finance receivables and service and subscription fees,
respectively. Revenue from unsecured personal loans was $0.0 and $(0.0) million
for the three months ended June 30, 2022 and 2021, respectively, and $0.0 and
$(0.1) million for the six months ended June 30, 2022 and 2021, respectively.

The reconciliation of net loss, which is prepared in accordance with U.S. GAAP,
to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021 is
as follows:

                                              Three Months Ended June 30,           Six Months Ended June 30,
                                               2022                 2021              2022               2021
                                                    (in thousands)                        (in thousands)
Net income (loss)                         $      (23,065 )     $      (39,213 )   $     (33,043 )     $ (112,619 )
Add back:
Interest related to corporate debt1                2,653                1,849             4,040            3,320
Income tax expense (benefit)                          16                   17           (28,401 )             42
Depreciation and amortization expense              6,006                  502             9,427            1,016
Changes in fair value of warrant                  (2,951 )             17,586            (6,861 )         48,816

liability

Changes in fair value of subordinated                  -                9,622                 -           49,561
convertible notes
Change in fair value of contingent
consideration from mergers and                    (8,480 )                  -            (3,820 )              -

acquisitions

Stock-based compensation expense                   5,248                1,321             8,516            1,839
One-time expenses2                                 2,042               (2,198 )           6,819             (936 )

Less:

Origination financing cost of capital3                 -               (3,077 )               -           (5,844 )
Adjusted EBITDA                           $      (18,531 )     $      (13,590 )   $     (43,322 )     $  (14,804 )



(1)
We add back the interest expense related to all outstanding corporate debt,
excluding outstanding principal balances related to the Roar 1 SPV Credit
Facility and the Roar 2 SPV Credit Facility. For U.S. GAAP reporting purposes,
interest expense related to corporate debt is included within interest expense
in the statement of operations.

(2)

We add back other one-time expenses, including those related to transactions,
including mergers and acquisitions and financings, that occurred,
litigation-related expenses and non-recurring costs or gains. Generally, these
expenses are included within other expenses or professional fees in the
statement of operations.

(3)

Origination financing cost of capital represents the preferred return
attributable to IIA investors. This is included within temporary equity on
historical consolidated balance sheets. Since we transitioned away from IIA in
December 2021, this will have no impact on our Adjusted EBITDA going forward.

                                       45
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Changes in Financial Condition to June 30, 2022 from December 31, 2021

                                          June 30,       December 31,               Change
                                            2022             2021              $             %
Assets
Cash and restricted cash                 $  217,220     $      246,224     $ (29,004 )        -11.8 %
Consumer receivables                        156,477            153,741         2,736            1.8 %
Allowance for credit losses on
consumer receivables                        (23,124 )          (22,323 )        (801 )          3.6 %
Consumer receivables, net                   133,353            131,418         1,935            1.5 %
Enterprise receivables                       17,517              6,002        11,515          191.9 %
Property and equipment, net                   2,045              1,801           244           13.5 %
Goodwill and intangible assets, net         370,904             77,665       293,239          377.6 %
Other assets                                 42,608             28,428        14,180           49.9 %
Total assets                             $  783,647     $      491,538     $ 292,109           59.4 %
Liabilities and Stockholders' Equity
Liabilities:
Debt agreements                             241,280            186,591        54,689           29.3 %
Accounts payable and accrued
liabilities                                  50,242             36,868        13,374           36.3 %
Warrant liability                             1,399              8,260        (6,861 )        -83.1 %
Other liabilities                            76,795             38,135        38,660          101.4 %
Total liabilities                           369,716            269,854        99,862           37.0 %
Redeemable convertible preferred stock      193,647
(Series A)                                                           -       193,647             nm
Stockholders' equity:
Common Stock                                     24                 23             1            4.3 %
Additional paid-in capital                  731,916            701,234        30,682            4.4 %
Accumulated deficit                        (501,956 )         (469,873 )     (32,083 )          6.8 %
Treasury stock                               (9,700 )           (9,700 )           -            0.0 %
Total stockholders' equity                  220,284            221,684        (1,400 )         -0.6 %
Total liabilities, redeemable
convertible
  preferred stock and stockholders'
equity                                   $  783,647     $      491,538     $ 292,109           59.4 %



Assets

Cash and restricted cash

Cash and restricted cash decreased by $29.0 million, or 11.8%, to $217.2 million
as of June 30, 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
change in cash and restricted cash from operating activities, investing
activities and financing activities during the period.

Consumer receivables, net


Consumer receivables, net increased by $1.9 million, or 1.5%, to $133.4 million
as of June 30, 2022, as compared to $131.4 million as of December 31, 2021. The
increase in Instacash receivables from December 31, 2021 to June 30, 2022 was
mostly offset by a decrease in loan receivables.

Enterprise receivables


Enterprise receivables increased by $11.5 million, or 191.9%, to $17.5 million
as of June 30, 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.


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Goodwill and intangible assets, net


Goodwill and intangible assets, net increased by $293.2 million, or 377.6%, to
$370.9 million as of June 30, 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 $14.2 million, or 49.9%, to $42.6 million as of June
30, 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 $9.3 million as of June 30, 2022, and an increase in the receivable from
payment processors.

Liabilities

Debt agreements

Debt agreements increased by $54.7 million, or 29.3%, to $241.3 million as of
June 30, 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 of
financing transactions.

Accounts payable and accrued expenses


Accounts payable and accrued expenses increased by $13.4 million, or 36.3%, to
$50.2 million as of June 30, 2022, as compared to $36.9 million as of December
31, 2021, which was primarily attributable to new accounts payable and accruals
of $15.7 million associated with Even Financial, which the Company acquired
during the first quarter of 2022, which was partially offset by a reduction in
transaction costs payable related to the Business Combination which were
outstanding as of December 31, 2021.

Warrant liability


Warrant liability decreased by $6.9 million, or 83.1%, to $1.4 million as of
June 30, 2022, as compared to $8.3 million as of December 31, 2021. Refer to the
"- Results of Operations for the Three and Six Months Ended June 30, 2022 and
2021" section above for further discussion on the change in fair value of
warrant liability.

Other liabilities


Other liabilities increased by $38.7 million, or 101.4%, to $76.8 million as of
June 30, 2022, as compared to $38.1 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 $30.4 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
an operating lease liability of $9.7 million as of June 30, 2022.


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Liquidity 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 June 30, 2022, there was an outstanding principal balance of $83.0 million
under the ROAR 1 SPV Credit Facility and an outstanding principal balance of
$73.0 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 the Company’s cash, restricted cash and receivable
from payment processor, as of June 30, 2022 and December 31, 2021:


                                    June 30,       December 31,
                                      2022             2021
Cash                                $ 154,059     $      201,763
Restricted cash                        63,161             44,461

Receivable from payment processor $ 23,303 $ 18,576

Cash Flows


The following table presents net change in cash and restricted cash from
operating, investing and financing activities during the six months ended June
30, 2022 and 2021:

                                                        Six Months Ended June 30,
                                                          2022               2021

Net cash (used in) provided by operating activities $ (9,510 ) $

4,591

Net cash used in investing activities                       (73,543 )        (52,564 )
Net cash provided by financing activities                    54,049         

58,823

Net change in cash and restricted cash                $     (29,004 )     $   10,850



Operating Activities

Net cash used in operating activities was $9.5 million for the six months ended
June 30, 2022 compared to net cash provided by operating activities of $4.6
million for the six months ended June 30, 2021. This was primarily driven by
changes in working capital and a decrease in profitability, after adjusting for
non-cash activity included in our net loss, of approximately $7.9 million during
the six months ended June 30, 2022 compared to the six months ended June 30,
2021, primarily as the result of increases in operating expenses and interest
expense, which were partially offset by increases in net revenues.

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Investing Activities


Net cash used in investing activities was $73.5 million for the six months ended
June 30, 2022 compared to net cash used in investing activities of $52.6 million
for the six months ended June 30, 2021. The increase in cash used in investing
activities was primarily related to $18.6 million spent on the Even Acquisition,
net of cash received, during the six months ended June 30, 2022.

Financing Activities


Net cash provided by financing activities was $54.0 million for the six months
ended June 30, 2022 compared to net cash provided by financing activities of
$58.8 million for the six months ended June 30, 2021. The decrease in cash
provided by financing activities was primarily attributable to the lack of net
proceeds from IIA during the six months ended June 30, 2022 compared to 2021,
which was partially offset by an increase in net proceeds from debt during the
same period.

Financing Arrangements

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

Contractual Obligations

The table below summarizes debt, lease and other long-term minimum cash
obligations outstanding as of June 30, 2022:


                                       Total        Remainder 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             13,852                1,424             6,866             3,890            1,672
Vender unconditional purchase
obligations                             39,622                    -            14,122            17,000            8,500
Total                                $ 299,474     $          1,424     $      40,988     $     246,890     $     10,172


Secured Loans and Other Debt

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.

Equity

Series A Redeemable Convertible Preferred Stock


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

At June 30, 2022, the Company did not have any material off-balance sheet
arrangements.

Critical Accounting Policies and Estimates

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

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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.

© Edgar Online, source Glimpses

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