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August 29, 2024
Cosmin Pitigoi
Chief Financial Officer
Flywire Corp
141 Tremont St #10
Boston, MA 02111
Re: Flywire Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2024
File No. 001-40430
Dear Cosmin Pitigoi:
We have limited our review of your filings to the financial statements
and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of results for the years ended December 31, 2023 and 2022
Revenue, page 90
1. You state transaction revenue increased by 47.1% primarily due to growth
in transaction
payment volumes of 33%. Please explain to us and disclose as appropriate
how the rate of
the increase in transaction payment volumes correlate primarily to the
rate of the
transaction revenue increase. If other material factors contributed to
the rate of the
transaction revenue increase, disclose them and their impact.
Additionally, you state the
increase in platform and usage-based fee revenue was attributable to
increased usage by
your clients and new clients signed during the year. Please quantify the
contribution by
each so investors may understand the relative impact. Refer to the
introductory paragraph
of Item 303(b) of Regulation S-K and (b)(2)(i) therein, and section
III.D of Release No.
33-6835 (501.04 of our Codification of Financial Reporting Policies) for
guidance.
August 29, 2024
Page 2
2. We note references in your earnings releases and earnings calls for the
year ended 2023
and first and second quarters of fiscal 2024 regarding the impact of
changes in your
Canada business. However, it appears you did not disclose this as a
known trend or
uncertainty in the MD&A of your periodic filings pursuant to Item
303(b)(2)(ii) of
Regulation S-K. Please disclose this to the extent this circumstance is
expected to
continue and is material.
Critical Accounting Policies, page 97
3. Goodwill is a larger portion of your total assets at December 31, 2023
than intangible
assets, net, and you disclose in the notes to the financial statements
on page 117 your
significant estimates and assumptions include impairment assessment of
goodwill as well
as intangibles. You provide disclosure here for intangible assets, net,
but not goodwill.
Please tell us your consideration of disclosing the accounting for and
impairment testing
of goodwill as a critical accounting policy. Refer to Item 303(b)(3) of
Regulation S-K,
instruction 3 of instructions to paragraph (b) and section V of Release
No. 33-8350 for
guidance.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 28
4. You have a history of reported operating and net losses for several
interim and annual
periods. Please specifically discuss here, under "Business Continuity"
on page 37 or
elsewhere as appropriate in your periodic filings to the extent this
situation continues to
exist whether this is a known trend. In doing so, describe matters that
have had a material
impact on reported operations, as well as those reasonably likely based
on your
assessment to have a material impact on future operations. For example,
consider
discussing the operational reasons for the losses, what you must do to
generate positive
results and when you expect, if practicable, to generate positive
operating results. Refer to
Items 303(a) and (b)(2)(ii) of Regulation S-K and trend information
within Release No.
33-6835 and 33-8350 for guidance.
Key Operating Metrics and Non-GAAP Financial Measures , page 31
5. Please relocate the portion of your disclosure of non-GAAP information
from the section
starting on page 32 with "Revenue Less Ancillary Services ...and
Non-GAAP Operating
Expenses" through "Reconciliation of GAAP Operating Expenses to Non-GAAP
Operating Expenses" to follow your discussion and analysis of actual
results for
prominence pursuant to Question 102.10 of our Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
August 29, 2024
Page 3
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 44
6. Please provide a more fulsome comparative analysis and discussion of
changes in the
reported amount of operating cash flows, including changes in working
capital
components, for interim and annual periods presented. In doing so,
explain the underlying
reasons and implications of material changes between periods to provide
investors with an
understanding of trends and variability in cash flows. Ensure your
discussion and analysis
is not merely a recitation of changes evident from the financial
statements. Refer to Item
303(a),(b) and instruction 1 to instructions to paragraph (c) of
Regulation S-K and the
introductory paragraph of section IV.B and all of section B.1 of Release
No. 33- 8350.
Also, quantify factors cited pursuant to section III.D of Release No.
33-6835.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services