0000950170-22-009879 | 10-Q | XBRL Viewer

$ 64,553

$ 44,991

Percentage Revenue

10.00%

Transactions [Member]

Platform And Usage-Based Fees [Member]

$ 48,687

32,434

United States (U.S.) [Member]

15,866

12,557

40,565

33,574

CANADA

United Kingdom ("U.K.") [Member]

8,149

5,516

9,879

3,433

Other countries [Member]

^[1]

$ 5,960

$ 2,468

[1]	No single country included in the other countries category generated 10% or more of total revenue.

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Schedule of Earnings Per Share Basic and Diluted Attributable to Common Stockholders

Goodwill And Acquired Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0
Amortization of Intangible Assets	$ 2,100	$ 1,600

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended March 31,
	2022			2021
Numerator:
Net loss	$	(10,149	)	$	(8,652	)
Accretion of preferred stock to redemption value		—			(5	)
Net loss attributable to common stockholders - basic and diluted	$	(10,149	)	$	(8,657	)
Denominator:
Weighted average common shares outstanding - basic and diluted		106,739,771			21,100,077
Net loss per share attributable to common stockholders - basic and diluted	$	(0.10	)	$	(0.41	)

Schedule of Antidilutive Excluded from Computation of Earnings Per Share

Outstanding potentially dilutive securities, which were excluded from the diluted net loss per share calculations because they would have been antidilutive were as follows as of the dates presented:


	Three Months Ended March 31,
	2022		2021
Warrants for the purchase of common stock		—		75,000
Warrants for the purchase of convertible preferred stock (as converted into common stock)		—		381,000
Redeemable convertible preferred stock (as converted into common stock)		—		13,811,856
Convertible preferred stock (as converted into common stock)		—		54,208,461
Unvested restricted stock awards		2,419,900		516,552
Stock options to purchase common stock (as converted to common stock)		14,346,683		16,496,223
		16,766,583		85,489,092

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Financial Assets:
Foreign exchange contracts	$ 3	$ 43
Financial Liabilities:
Contingent consideration	3,300	11,309
Level 1 [Member]
Financial Assets:
Foreign exchange contracts	0	0
Financial Liabilities:
Contingent consideration	0	0
Level 2 [Member]
Financial Assets:
Foreign exchange contracts	0	0
Financial Liabilities:
Contingent consideration	0	0
Level 3 [Member]
Financial Assets:
Foreign exchange contracts	3	43
Financial Liabilities:
Contingent consideration	$ 3,300	$ 11,309

Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Business Combinations

Business Acquisition Completed in 2021

WPM

On December 14, 2021, Flywire completed its acquisition of WPM, a leading software provider that enables seamless and secure payment experiences for universities and colleges across the U.K. The acquisition of WPM was intended to build on Flywire’s existing education payments business and is expected to further accelerate the Company's market share in the U.K. education sector. The acquisition of WPM has been accounted for as a business combination.

Pursuant to the terms of the agreement, the Company acquired all outstanding equity of WPM for estimated total purchase consideration of $59.6 million, which consists of (in thousands):


Cash consideration, net of cash acquired	$	56,111
Estimated fair value of contingent consideration		3,499
Total purchase consideration, net of cash acquired	$	59,610

The contingent consideration is payable at various intervals through March 2024 in the form of up to approximately 225,000 shares of common stock and is dependent upon the Company's achievement of specified minimum payment volume targets and integration targets established for the years ending December 31, 2022 and 2023. A portion of the contingent consideration is also tied to continuing employment of certain key employees; accordingly, approximately 56,000 shares have been excluded from the purchase price. Therefore, total common stock included in the purchase price totals up to approximately 169,000 shares. During the three months ended March 31, 2022, the Company expensed $0.3 million in personnel costs associated with the retention portion contingent consideration. These personnel costs are included in the Company’s condensed consolidated statements of operations and comprehensive loss and a liability is recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet. Contingent consideration related to minimum payment volume targets will be settled at 15 months and 27 months after acquisition date based on the 15 months and subsequent 12 months result. Contingent consideration related to integration targets will be settled in common stock upon completion, which is expected in the second quarter 2022. The contingent consideration related to continuing employment of certain key employees is payable at the two-year acquisition anniversary date.

The Company did not incur any transaction costs related to the WPM acquisition during the three months ended March 31, 2022.

Except for deferred revenue, which has been recognized in accordance with ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, the following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):


Cash	$	2,101
Accounts receivable		973
Prepaid expenses and other current assets		209
Property and equipment, net		5
Goodwill		40,389
Identifiable intangible assets		31,301
Total assets acquired		74,978
Deferred tax liabilities		7,776
Deferred revenue		4,525
Accounts payable		51
Accrued expenses		915
Total liabilities assumed		13,267
Net assets acquired		61,711
Less: cash acquired		2,101
Net assets, less cash acquired	$	59,610

Goodwill arising from the acquisition of $40.4 million was attributable to the assembled workforce of WPM and the synergies expected to arise from the acquisition. The Company expects that no goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of WPM and their respective weighted-average estimated amortization periods.


	Estimated Fair Values		Weighted-Average Estimated Amortization Periods
	(in thousands)		(years)
Developed technology	$	1,400		4
Customer relationships		29,901		15
	$	31,301

The results of WPM have been included in the consolidated financial statements since the date of the acquisition. The Company has not disclosed unaudited pro forma financial information that shows the results of the Company’s operations for the three months ended March 31, 2021 as if the acquisition had occurred on January 1, 2020 as the historical results of WPM are not material to the Company’s condensed consolidated financial statements.

Stockholder's Equity (Deficit)

3 Months Ended

Mar. 31, 2022

Stockholders Equity Note [Abstract]

Stockholder's Equity (Deficit)

11. Stockholders’ Equity (Deficit)

Preferred Stock

In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock

In connection with the IPO, the Company’s current amended and restated certificate of incorporation authorized the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001 per share and 10,000,000 shares of non-voting common stock with a par value of $0.0001 per share. The voting and non-voting shares are identical, except that holders of voting common stock are entitled to one vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a

transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.

As of March 31, 2022, the Company had reserved shares of common stock for future issuance as follows:


Issued and outstanding stock options			14,346,683
Issued and outstanding restricted stock units			2,420,345
Available for issuance under the 2021 Equity Incentive Plan			12,341,771
Available for issuance under Employee Stock Purchase Plan			2,704,236
Available for conversion of non-voting common stock			5,988,378
			37,801,413

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

10.

Debt

Revolving Credit Syndication Loan

On July 29, 2021, the Company entered into a three-year senior secured revolving credit syndication loan (the Revolving Credit Facility) with three banks for a total commitment of $50.0 million. The Revolving Credit Facility includes a $5.0 million letter of credit sub-facility and a $5.0 million swingline sub-facility, with available borrowings under the Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The Revolving Credit Facility is guaranteed by Flywire’s material domestic subsidiaries. One of the lenders in the syndicate was the existing debt holder under the Loan and Security Agreement (the LSA) entered into in 2018 and amended in 2020.

The Revolving Credit Facility consists of Alternate Base Rate (ABR) loans or Eurodollar Borrowings, at the Company’s option. ABR loans bear interest at the ABR plus the applicable rate. Eurodollar Borrowings bear interest at the Adjusted LIBO Rate plus the applicable rate. The ABR rate is based on the greatest of (a) the Prime Rate (b) the Federal Funds Effective Rate plus 1/2 of 1% and (c) the Adjusted LIBO Rate for a one-month Interest Period plus 1%. The adjusted LIBO rate is based on (a) the LIBO Rate multiplied by (b) the Statutory Reserve Rate. The applicable rate is based upon the Company’s liquidity as of the most recent consolidated financial information and ranges from 0.75% to 2.25%. The Revolving Credit Facility incurs a commitment fee ranging from 0.25% to 0.35% based upon the Company’s liquidity as of the most recent consolidated financial information assessed on the average undrawn portion of the available commitment.

The Revolving Credit Facility contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company’s ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Revolving Credit Facility becoming immediately due and payable and termination of the commitments. The Company was in compliance with all covenants associated with the Revolving Credit Facility as of March 31, 2022.

On July 29, 2021, the Company drew $25.9 million on the Revolving Credit Facility and used the proceeds to early prepay the LSA $25.0 million term loan. In connection with the transaction, the Company incurred $0.4 million in prepayment costs and $0.3 million in debt issuance costs. Debt issuance costs related to new lenders in the syndication are amortized on a straight-line basis over the term of the Revolving Credit Facility. Debt issuance costs related to the existing lender in the syndication were expensed. The exchange of the LSA term loan with the Revolving Credit Facility from the same lender was accounted for as a modification. Prior to the closing of the Revolving Credit Facility, debt issuance costs and debt discounts were amortized to interest expense using the effective interest method over the repayment term of the debt and were presented as an offset to the outstanding debt balance on the consolidated balance

sheets. Upon the closing of the Revolving Credit Facility, debt issuance costs and debt discount are amortized on a straight-line basis over the contractual term of the agreement and are presented as a component of other assets on the Company's consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, the Company had $25.9 million outstanding under the Revolving Credit Facility.

Loan and Security Agreement

On January 16, 2018, the Company entered into the LSA with a financial institution for a $25.0 million loan with interest at a rate of 8.5% per annum. The LSA maturity date was January 22, 2022. The Company was obligated to make monthly interest payments on the loan. The LSA was interest only until either August 1, 2019 or February 1, 2020 pending on achieving certain revenue and margin targets. The Company incurred debt issuance costs of $0.2 million in connection with the issuance of the LSA, which were amortized to interest expense, using the effective interest method, over the term of the loan.

On April 25, 2020, the Company entered into a Joinder and First Amendment to the LSA for administrative matters.

On May 18, 2020, the Company entered into a Joinder and Second Amendment to the LSA to refinance the LSA. As part of the amendment, the financial institution re-advanced $4.2 million of principal paid on the loan through May 1, 2020. The final maturity date of the LSA was extended to May 2025. The new stated interest rate was at a floating per annum rate equal to the greater of (i) 5.25% above the prime rate; or (ii) 8.50%. The LSA was interest only until May 2023. Beginning on June 1, 2023, the Company would make 24 equal principal payments. The Company incurred $0.2 million in commitment fees from the financial institution to close the refinancing. These commitment fees were recorded as a reduction to the loan balance on the balance sheet.

On June 2, 2020, December 9, 2020 and May 19, 2021, the Company entered into a Third, Fourth and Fifth Amendments, respectively, to the LSA for administrative matters.

All amendments were accounted for as debt modifications.

On July 29, 2021, the Company drew $25.9 million on its new Revolving Credit Facility and used the proceeds to early prepay the $25.0 million LSA. In connection with the transaction, the Company incurred $0.4 million of prepayment costs.

The Company recorded interest expense of $0.2 million, including amortization of debt issuance cost and debt discount of less than $0.1 million for the three months ended March 31, 2022. The Company recorded interest expense of $0.6 million, including amortization of debt issuance cost and debt discount of $0.1 million for the three months ended March 31, 2021.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Contingency [Line Items]
Provision for income taxes	$ 500	$ 199
Provision For Income Tax
Income Tax Contingency [Line Items]
Provision for income taxes	$ 500	$ 200

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Summary of the Stock Based Compensation Expense for Stock Options, RSAs, RSUs and Employee Stock Purchase Plan Granted to Employees

The following table summarizes the stock-based compensation expense for stock options, restricted stock units and employee stock purchase plan granted to employees that was recorded in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended March 31,
	2022		2021
Technology and development	$	830	$	1,085
Selling and marketing		1,311		2,644
General and administrative		3,354		6,635
Total stock-based compensation expense	$	5,495	$	10,364

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue Recognition [Abstract]

Summary of Revenue Disaggregated by Geographical Area

The following tables present revenue disaggregated by geographical area and major solutions. The categorization of revenue by geographical location is determined based on location of where the client resides.


	Three Months Ended March 31,
(in thousands)	2022		2021
Primary geographical markets
United States	$	40,565	$	33,574
Canada		8,149		5,516
United Kingdom		9,879		3,433
Other countries (1)		5,960		2,468
Total revenue	$	64,553	$	44,991
Major solutions
Transactions	$	48,687	$	32,434
Platform and usage-based fees		15,866		12,557
Total revenue	$	64,553	$	44,991

(1) No single country included in the other countries category generated 10% or more of total revenue.

Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable

The following table provides information about accounts receivable, unbilled receivables and deferred revenue from contracts with clients (in thousands):


	March 31, 2022		December 31, 2021
Accounts receivable, net of allowances	$	13,787	$	12,968
Unbilled receivables		2,211		3,340
Deferred revenue—current		5,312		5,488
Deferred revenue—non-current		171		185

Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

$ 109,529

^[1]

$ 110,467

^[2]

(18,987)

(16,869)

$ 90,542

93,598

Developed Technology [Member]

10 months 13 days

$ 26,591

^[1]

26,600

^[2]

(11,774)

(10,635)

$ 14,817

$ 15,965

Customer Relationships [Member]

4 years 9 months 10 days

5 years 1 month 9 days

$ 81,958

^[1]

$ 82,887

^[2]

(6,312)

(5,356)

$ 75,646

$ 77,531

11 years 6 months 3 days

11 years 10 months 20 days

Trade Names [Member]

$ 511

^[1]

$ 511

^[2]

(511)

$ 0

Noncompete Agreements [Member]

469

^[1]

$ 469

^[2]

(390)

(367)

$ 79

$ 102

Goodwill And Intangible Assets Disclosure [Abstract]

1 year 1 month 24 days

[1]	* Includes $0.9 million of foreign currency translation adjustments
[2]	* Includes $0.6 million of foreign currency translation adjustments and $0.1 million in acquired developed technology assets

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		12 Months Ended
	May 31, 2021	Feb. 28, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issued and outstanding stock options	2,704,236		37,801,413
Proceeds from exercise of stock options			$ 1,071	$ 2,406
Number of outstanding common stock shares from employees acquired by existing investors		1,205,118
Stock based compensation expense				$ 8,400
Common Stock Capital Shares Reserved For Future Issuance	2,704,236		37,801,413
Common Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted- Average Exercise Price Per Share, Exercised			$ 30.09
Share based compensation arrangement by share based payment award options,Granted in period			212,000
Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP			$ 29,400
Unrecognised compensation expense,expected to be recognised over a weighted average period			2 years 7 months 6 days
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issued and outstanding stock options			2,420,345
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP			$ 57,100
Unrecognised compensation expense,expected to be recognised over a weighted average period			3 years 10 months 24 days
Common Stock Capital Shares Reserved For Future Issuance			2,420,345
Restricted stock units awarded to covering an aggregate of shares of common stock			2,279,034
Restricted Stock Units (RSUs) [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted under plan,Vesting period					4 years
Share-based Payment Arrangement, Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issued and outstanding stock options			14,346,683
Expected dividend yield			0.00%
Common Stock Capital Shares Reserved For Future Issuance			14,346,683
Share based compensation arrangement by share based payment award fair value assumptions, Expected Term			6 years 29 days
Expected volatility			44.50%
Risk-free interest rate			1.70%
2018 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted under plan,Vesting period			4 years
Stock option granted under plan,Expiration period			10 years
2009 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted under plan,Vesting period			4 years
Stock option granted under plan,Expiration period			10 years
2021 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issued and outstanding stock options			12,341,771		14,523,284
Stock option granted under plan,Vesting period			4 years
Stock option granted under plan,Expiration period			10 years
Common Stock Capital Shares Reserved For Future Issuance			12,341,771		14,523,284
2021 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP			$ 300
Unrecognized compensation expense amortisation period			3 months
expected term			6 months
Expected volatility			36.50%
risk-free interest rate			0.19%
expected dividend yield			0.00%
Two Thousand and Twenty One Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation arrangement by share based payment award price at which common stock is purchased,Percent	85.00%

Goodwill and Acquired Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Changes in the Carrying Amount of Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended March 31,
	2022			2021
Beginning balance	$	85,841		$	44,650
Goodwill related to acquisitions		—			—
Foreign currency translation adjustment		(1,175	)		(32	)
Ending balance	$	84,666		$	44,618

Summary of Acquired Intangible Assets Subject to Amortization

Acquired intangible assets subject to amortization consisted of the following (in thousands):


	March 31, 2022
(in thousands)	Gross Carrying Value*		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Developed Technology	$	26,591	$	(11,774	)	$	14,817		4.78
Customer Relationships		81,958		(6,312	)		75,646		11.51
Trade Name/Trademark		511		(511	)		—		—
Non-Compete Agreement		469		(390	)		79		0.87
	$	109,529	$	(18,987	)	$	90,542

* Includes $0.9 million of foreign currency translation adjustments


	December 31, 2021
	Gross Carrying Value*		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Developed Technology	$	26,600	$	(10,635	)	$	15,965		5.11
Customer Relationships		82,887		(5,356	)		77,531		11.89
Trade Name/Trademark		511		(511	)		—		—
Non-Compete Agreement		469		(367	)		102		1.15
	$	110,467	$	(16,869	)	$	93,598

* Includes $0.6 million of foreign currency translation adjustments and $0.1 million in acquired developed technology assets

Schedule of Estimated Annual Amortization Expense Of Intangible Assets

As of March 31, 2022, the estimated annual amortization expense of intangible assets for each of the next five years and thereafter is expected to be as follows (in thousands):


	Estimated Amortization Expense
Remaining of fiscal year 2022	$	6,481
2023		9,421
2024		9,600
2025		9,196
2026		7,386
2027		7,233
Thereafter		41,225
	$	90,542

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss, Current	$ 101	$ 106
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Shares, Issued	103,409,781	102,771,899
Common Stock, Shares, Outstanding	101,092,059	100,454,177
Common Stock Par Or Stated Value Per Share Non Voting Right	$ 0.0001
Common Stock Shares Authorized Non Voting Right	10,000,000
Treasury Stock, Shares	2,317,722	2,317,722
Nonvoting Common Stock
Common Stock Par Or Stated Value Per Share Non Voting Right	$ 0.0001	$ 0.0001
Common Stock Shares Authorized Non Voting Right	10,000,000	10,000,000
Common Stock Shares Issued Non Voting Right	5,988,378	5,988,378
Common Stock Shares Outstanding Non Voting Right	5,988,378	5,988,378

Stockholder's Equity (Deficit) - Additional Information (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Disclosure - Stockholder's Equity (Deficit) - Additional Information (Details) [Line Items]
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized Non Voting Right	10,000,000
Common Stock Par Or Stated Value Per Share Non Voting Right	$ 0.0001
Common Stock, Voting Rights	Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.
Percentage of voting securities, Right To Purchase	2.00%
Percentage Required of Voting Securities of The Without Giving Effect To The Shares of Non-Voting Common Stock Transferred By The Holder	50.00%

Derivative Instruments - Additional Information (Details) - Foreign Exchange Forward [Member] $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Numbers	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) Numbers
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Dervative instrument not designated as hedging instrument, Gain Loss	$ 0.3
Not Designated as Hedging Instrument [Member]
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Number of derivative instruments \| Numbers	5,322		8,653
Derivatives, Notional amount	$ 36.2		$ 27.9
Derivatives, Asset notional amount	$ 0.1		$ 0.1
Dervative instrument not designated as hedging instrument, Gain Loss		$ 0.1

Condensed Consolidated Statements of Convertible Preferred Stock, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Series F1 Redeemable Convertible Preferred Stock [Member]
Issuance Costs	$ 265

Business Overview and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Accounts Receivable And Funds Receivable

Accounts receivable are derived from revenue earned from clients located in the U.S. and internationally. Significant clients are those that represent 10% or more of accounts receivable, net as set forth in the following table:


	March 31,			December 31,
	2022			2021
Client A		12	%		36	%
Client B	*				12	%

___________________________

* Less than 10% of total balance.

Funds receivable from payment partners consist primarily of cash held by the Company’s global payment processing partners that have not yet been remitted to the Company. Significant partners are those that represent 10% or more of funds receivable from payment partners as set forth in the following table:


	March 31,			December 31,
	2022			2021
Partner A		10	%		14	%
Partner B	*				15	%
Partner C		14	%		12	%
Partner D		29	%		21	%

______________________

* Less than 10% of total balance.

Allowance for Doubtful Accounts (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Summary of Allowance For Doubtful Accounts

Changes in the allowance for doubtful accounts for the three months ended March 31, 2022 and 2021 were as follows (in thousands):


	Three Months Ended March 31,
	2022			2021
Allowance for doubtful accounts at the beginning of the period	$	(106	)	$	(481	)
Provisions		(20	)		(106	)
Write-offs, net of recoveries		25			386
Allowance for doubtful accounts at the end of the period	$	(101	)	$	(201	)

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands):


	March 31, 2022		December 31, 2021
Accrued employee compensation and related taxes	$	10,340	$	13,854
Accrued vendor liabilities		1,827		1,763
Accrued income and other non-employee related taxes		1,597		2,652
Accrued professional services		1,746		1,307
Current portion of operating lease liabilities		1,670		—
Other accrued expenses and current liabilities		4,408		3,150
	$	21,588	$	22,726

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 13, 2020	Mar. 31, 2022
Fair Value Disclosures Line Items [Line Items]
Issuance of Series F-1 redeemable convertible preferred stock, net of issuance costs of $265, shares		182,467
Adjustments To Additional Paid In Capital Reclassification Of Warrant Liabilities		$ 6,300
Continuing Employment of Key Employees [Member]
Fair Value Disclosures Line Items [Line Items]
Contingent Consideration Payments		7,800
Additional Contingent Consideration Payments		$ 0
Simplificare Inc [Member]
Fair Value Disclosures Line Items [Line Items]
Total purchase consideration	$ 86,500
Payments to Acquire Businesses	79,400
Estimated fair value of contingent consideration	7,100
Simplificare Inc [Member] \| Revenue And Integration Targets Milestone [Member]
Fair Value Disclosures Line Items [Line Items]
Business acquisition contingent consideration liability	$ 20,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 365,745	$ 385,360
Restricted cash	4,000	4,000
Accounts receivable, net of allowance for doubtful accounts of $101 and $106, respectively	13,787	12,968
Unbilled receivables	2,211	3,340
Funds receivable from payment partners	19,153	28,286
Prepaid expenses and other current assets	8,725	9,834
Total current assets	413,621	443,788
Property and equipment, net	10,080	9,442
Intangible assets, net	90,542	93,598
Goodwill	84,666	85,841
Other assets	10,638	7,176
Total assets	609,547	639,845
Current liabilities:
Accounts payable	8,764	10,242
Funds payable to clients	54,928	71,302
Accrued expenses and other current liabilities	21,588	22,726
Deferred revenue	5,312	5,488
Contingent consideration	656	7,719
Total current liabilities	91,248	117,477
Deferred tax liabilities	8,147	8,401
Contingent consideration, net of current portion	2,644	3,590
Long-term debt	25,939	25,939
Other liabilities	3,452	2,237
Total liabilities	131,430	157,644
Commitments and contingencies (Note 15)
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; and no shares issued and outstanding as of March 31, 2022 and December 31, 2021	0	0
Voting common stock, $0.0001 par value; 2,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 103,409,781 shares issued and 101,092,059 shares outstanding as of March 31, 2022; 102,771,899 shares issued and 100,454,177 shares outstanding as of December 31, 2021	10	10
Non-voting common stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 5,988,378 shares issued and outstanding as of March 31, 2022 and December 31, 2021	1	1
Treasury voting common stock, 2,317,722 shares as of March 31, 2022 and December 31, 2021, held at cost	(748)	(748)
Additional paid-in capital	615,349	609,194
Accumulated other comprehensive loss	(489)	(399)
Accumulated deficit	(136,006)	(125,857)
Total stockholders' equity	478,117	482,201
Total liabilities and stockholders' equity	$ 609,547	$ 639,845

Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Schedule of Convertible Preferred Stock and Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; and no shares issued and outstanding as of March 31, 2022 and December 31, 2021	$ 0	$ 0

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Summary of Purchase Consideration

Pursuant to the terms of the agreement, the Company acquired all outstanding equity of WPM for estimated total purchase consideration of $59.6 million, which consists of (in thousands):


Cash consideration, net of cash acquired	$	56,111
Estimated fair value of contingent consideration		3,499
Total purchase consideration, net of cash acquired	$	59,610

Summary of Fair Value Of the Assets Acquired and Liabilities Assumed

the following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):


Cash	$	2,101
Accounts receivable		973
Prepaid expenses and other current assets		209
Property and equipment, net		5
Goodwill		40,389
Identifiable intangible assets		31,301
Total assets acquired		74,978
Deferred tax liabilities		7,776
Deferred revenue		4,525
Accounts payable		51
Accrued expenses		915
Total liabilities assumed		13,267
Net assets acquired		61,711
Less: cash acquired		2,101
Net assets, less cash acquired	$	59,610

Schedule of Estimated Fair Value of the Identified Intangible Assets

The following table reflects the estimated fair values of the identified intangible assets of WPM and their respective weighted-average estimated amortization periods.


	Estimated Fair Values		Weighted-Average Estimated Amortization Periods
	(in thousands)		(years)
Developed technology	$	1,400		4
Customer relationships		29,901		15
	$	31,301

Business Combinations - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended
	Dec. 15, 2021	Feb. 13, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition, Contingent Consideration [Line Items]
Business combination net common stock included in purchase price			169,000
Goodwill			$ 84,666	$ 44,618	$ 85,841	$ 44,650
Amount of contingent consideration liability, Personnel Costs			(70)	$ (23)
WPM [Member]
Business Acquisition, Contingent Consideration [Line Items]
Goodwill			40,400
Business acquisition goodwill expected tax deductible amount			0
Total purchase consideration	$ 59,600		$ 59,610
Business combination contingent consideration description			Contingent consideration related to minimum payment volume targets will be settled at 15 months and 27 months after acquisition date based on the 15 months and subsequent 12 months result. Contingent consideration related to integration targets will be settled in common stock upon completion, which is expected in the second quarter 2022. The contingent consideration related to continuing employment of certain key employees is payable at the two-year acquisition anniversary date.
Business Acquisition, Transaction Costs			$ 0
WPM [Member] \| Continuing Employment Of Key Employees [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business combination contingent consideration liability shares excluded from purchase price			56,000
Simplificare Inc [Member]
Business Acquisition, Contingent Consideration [Line Items]
Total purchase consideration		$ 86,500
Amount of contingent consideration liability, Personnel Costs			$ 300
Simplificare Inc [Member] \| Revenue And Integration Targets Milestone [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business combination contingent consideration liability shares payable			225,000

Leases - Schedule of Supplemental Balance Sheet (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Commitments And Contingencies Disclosure [Abstract]
ROU assets	$ 2,804
Lease liabilities	$ 3,695
Weighted-average remaining lease terms	2 years 1 month 28 days
Weighted-average discount rate	4.50%

Net Loss per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

13.

Net Loss per Share

Flywire follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. Prior to the automatic conversion of all of its convertible preferred stock and redeemable convertible preferred stock into voting and non-voting common stock upon the completion of the IPO, the Company considered all series of its preferred stock and unvested common stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock or the redeemable convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses.

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such shares is dilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022 and 2021, net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders.

The rights, including the liquidation and dividend rights, of the voting and non-voting common stock are identical, except with respect to voting rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both voting and non-voting common stock on both individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended March 31,
	2022			2021
Numerator:
Net loss	$	(10,149	)	$	(8,652	)
Accretion of preferred stock to redemption value		—			(5	)
Net loss attributable to common stockholders - basic and diluted	$	(10,149	)	$	(8,657	)
Denominator:
Weighted average common shares outstanding - basic and diluted		106,739,771			21,100,077
Net loss per share attributable to common stockholders - basic and diluted	$	(0.10	)	$	(0.41	)

Outstanding potentially dilutive securities, which were excluded from the diluted net loss per share calculations because they would have been antidilutive were as follows as of the dates presented:


	Three Months Ended March 31,
	2022		2021
Warrants for the purchase of common stock		—		75,000
Warrants for the purchase of convertible preferred stock (as converted into common stock)		—		381,000
Redeemable convertible preferred stock (as converted into common stock)		—		13,811,856
Convertible preferred stock (as converted into common stock)		—		54,208,461
Unvested restricted stock awards		2,419,900		516,552
Stock options to purchase common stock (as converted to common stock)		14,346,683		16,496,223
		16,766,583		85,489,092

Allowance for Doubtful Accounts

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Allowance for Doubtful Accounts

Allowance for doubtful accounts

Changes in the allowance for doubtful accounts for the three months ended March 31, 2022 and 2021 were as follows (in thousands):


	Three Months Ended March 31,
	2022			2021
Allowance for doubtful accounts at the beginning of the period	$	(106	)	$	(481	)
Provisions		(20	)		(106	)
Write-offs, net of recoveries		25			386
Allowance for doubtful accounts at the end of the period	$	(101	)	$	(201	)

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue Recognition [Abstract]
Accounts receivable, net of allowances	$ 13,787	$ 12,968
Unbilled receivables	2,211	3,340
Deferred revenue	5,312	5,488
Deferred revenue—non-current	$ 171	$ 185

Derivative Instruments

3 Months Ended

Mar. 31, 2022

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

5. Derivative Instruments

As part of the Company’s foreign currency risk management program, the Company uses foreign currency forward contracts to mitigate the volatility related to fluctuations in the foreign exchange rates. These foreign currency forward contracts are not designated as hedging instruments. Derivative transactions such as foreign currency forward contracts are measured in terms of the notional amount; however, this amount is not recorded on the consolidated balance sheets and is not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments. The notional amount is generally not exchanged but is used only as the underlying basis on which the value of foreign exchange payments under these contracts is determined. As of March 31, 2022 and December 31, 2021, the Company had

5,322 and 8,653 open foreign exchange contracts, respectively. As of March 31, 2022 and December 31, 2021, the Company had foreign currency forward contracts outstanding with a notional amount of $36.2 million and $27.9 million, respectively.

The Company records all derivative instruments in the condensed consolidated balance sheets at their fair values. The Company recorded an asset of less than $0.1 million as of both March 31, 2022 and December 31, 2021 related to outstanding foreign exchange contracts. The Company recognized a gain of $0.3 million and a gain of less than $0.1 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Gains and losses are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive loss.

Goodwill and Acquired Intangible Assets - Schedule of Estimated Annual Amortization Expense Of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Remaining of fiscal year 2022	$ 6,481
2023	9,421
2024	9,600
2025	9,196
2026	7,386
2027	7,233
Thereafter	41,225
Net Carrying Amount	$ 90,542	$ 93,598

Fair Value Measurements - Summary of Changes in the Carrying Value of the Contingent Consideration (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combination Contingent Consideration Arrangements Change In Contingent Consideration Liability Fair Value [Abstract]
Amount paid in excess of fair value recorded in purchase accounting classified as operating cash flows	$ 4.5	$ 3.2
Amount paid in excess of fair value recorded in purchase accounting classified as financing cash flows	$ 3.3	$ 3.8

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

16.

Commitments and Contingencies

Legal proceedings

The Company is subject to various legal proceedings and claims from time to time, the outcomes of which are subject to significant uncertainty. The Company records an accrual for legal contingencies when it has determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, and the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable, the Company will disclose the nature of the contingency, and if estimable, will provide the likely amount of such loss or range of loss.

As of March 31, 2022, the Company was not aware of any pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse effect on its financial position, results of operations, or cash flows.

Indemnification

In the ordinary course of business, the Company agrees to indemnify certain partners and clients against third-party claims asserting infringement of certain intellectual property rights, data privacy breaches, damages caused to property or persons, or other liabilities relating to or arising from the Company’s payment platform or other contractual obligations. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its consolidated financial statements for the periods ended March 31, 2022 and December 31, 2021.

Condensed Consolidated Statement Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (10,149)	$ (8,652)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	2,817	2,131
Stock-based compensation expense	5,495	10,364
Amortization of deferred contract costs	72	50
Change in fair value of preferred stock warrant liability		954
Change in fair value of contingent consideration	(70)	(23)
Deferred tax provision	(53)	4
Bad debt expense	20	106
Non-cash interest expense	81	50
Other		149
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	(839)	(3)
Unbilled receivables	1,129	1,080
Funds receivable from payment partners	9,133	13,342
Prepaid expenses and other assets	262	(1,680)
Funds payable to clients	(16,374)	(28,123)
Accounts payable, accrued expenses and other current liabilities	(3,615)	(922)
Contingent consideration	(4,524)	(3,212)
Other liabilities	(385)	(150)
Deferred revenue	(5)	(257)
Net cash used in operating activities	(17,005)	(14,792)
Cash flows from investing activities:
Purchases of property and equipment	(1,307)	(1,473)
Net cash used in investing activities	(1,307)	(1,473)
Cash flows from financing activities:
Payment of deferred offering costs related to initial public offering		(163)
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		59,735
Contingent consideration paid for acquisitions	(3,320)	(3,800)
Payments of tax withholdings for net settled option exercises	(756)
Proceeds from exercise of stock options	1,071	2,406
Net cash (used in) provided by financing activities	(3,005)	58,178
Effect of exchange rates changes on cash and cash equivalents	1,702	348
Net (decrease) increase in cash, cash equivalents and restricted cash	(19,615)	42,261
Cash, cash equivalents and restricted cash, beginning of period	389,360	109,052
Cash, cash equivalents and restricted cash, end of period	369,745	151,313
Supplemental disclosures of cash flow and noncash information
Cash paid during the period for interest	95	531
Accretion of redeemable convertible preferred stock		(5)
Purchase of property and equipment in accounts payable	48	20
Deferred offering costs related to initial public offering included in accounts payable, accrued expenses and other current liabilities		2,149
Cash and Cash Equivalents
Cash flows from financing activities:
Cash, cash equivalents and restricted cash, end of period	365,745	146,313
Restricted Cash
Cash flows from financing activities:
Cash, cash equivalents and restricted cash, end of period	$ 4,000	$ 5,000

Property and Equipment, Net

3 Months Ended

Mar. 31, 2022

Property Plant And Equipment [Abstract]

Property and Equipment, net

Property and equipment, net consisted of the following as of the dates presented (in thousands):


	March 31, 2022			December 31, 2021
Computer equipment and software	$	2,347		$	2,211
Internal-use software		8,619			7,414
Furniture and fixtures		918			953
Leasehold improvements		4,990			4,995
		16,874			15,573
Less: Accumulated depreciation and amortization		(6,794	)		(6,131	)
	$	10,080		$	9,442

Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $0.7 million and $0.4 million, respectively.

During the three months ended March 31, 2021, the Company sold $0.1 million of property and equipment with accumulated depreciation of $0.1 million. The Company recognized a gain on the sale of the fixed assets of less than $0.1 million.

The Company capitalized $1.2 million and $5.6 million in costs related to internal-use software during the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively. The Company capitalized $1.4 million in costs related to internal-use software during the three months ended March 31, 2021. Software developed for internal use is amortized on a straight-line basis over its estimated useful life of five years.

As of March 31, 2022 and December 31, 2021, the carrying value of internal-use software was $6.7 million and $6.5 million, respectively. Amortization expense related to internal-use software was $0.4 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively.

Property And Equipment, Net - Schedule of Property Plant and Equipment ,Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 16,874	$ 15,573
Less: Accumulated depreciation and amortization	(6,794)	(6,131)
Property, Plant and Equipment, Net	10,080	9,442
Computer equipment and software
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	2,347	2,211
Internal-use software
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	8,619	7,414
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	918	953
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 4,990	$ 4,995

Business Combinations - Summary of Fair Value Of the Assests Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 84,666	$ 85,841	$ 44,618	$ 44,650
WPM Group Limited [Member]
Business Acquisition [Line Items]
Cash	2,101
Accounts receivable	973
Prepaid expenses and other current assets	209
Property and equipment, net	5
Goodwill	40,389
Identifiable intangible assets	31,301
Total assets acquired	74,978
Deferred tax liabilities	7,776
Deferred revenue	4,525
Accounts payable	51
Accrued expenses and other liabilities	915
Total liabilities assumed	13,267
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total	61,711
Less: cash acquired	2,101
Net assets, less cash acquired	$ 59,610

Net Loss Per Share - Schedule of Antidilutive Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	16,766,583	85,489,092
Warrants for the Purchase of Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		75,000
Warrants for the purchase of convertible preferred stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		381,000
Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		13,811,856
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		54,208,461
Unvested restricted Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,419,900	516,552
Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14,346,683	16,496,223

Leases - Schedule of Future Minimum Lease Payments for Non cancelable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
2022 (remaining nine months)	$ 1,337	$ 1,848
2023	1,557	1,567
2024	498	500
2025	77	73
2026	31	32
Thereafter	0	$ 4,020
Undiscounted lease Payments, Total	3,500
Less - present value discount	295
Lease Liability, at present value	$ 3,205

Goodwill and Acquired Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended March 31,
	2022			2021
Beginning balance	$	85,841		$	44,650
Goodwill related to acquisitions		—			—
Foreign currency translation adjustment		(1,175	)		(32	)
Ending balance	$	84,666		$	44,618

No goodwill impairment was recorded during the three months ended March 31, 2022 and 2021.

Acquired Intangible Assets

Acquired intangible assets subject to amortization consisted of the following (in thousands):


	March 31, 2022
(in thousands)	Gross Carrying Value*		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Developed Technology	$	26,591	$	(11,774	)	$	14,817		4.78
Customer Relationships		81,958		(6,312	)		75,646		11.51
Trade Name/Trademark		511		(511	)		—		—
Non-Compete Agreement		469		(390	)		79		0.87
	$	109,529	$	(18,987	)	$	90,542

* Includes $0.9 million of foreign currency translation adjustments


	December 31, 2021
	Gross Carrying Value*		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Life (Years)
Developed Technology	$	26,600	$	(10,635	)	$	15,965		5.11
Customer Relationships		82,887		(5,356	)		77,531		11.89
Trade Name/Trademark		511		(511	)		—		—
Non-Compete Agreement		469		(367	)		102		1.15
	$	110,467	$	(16,869	)	$	93,598

* Includes $0.6 million of foreign currency translation adjustments and $0.1 million in acquired developed technology assets

Amortization expense for the three months ended March 31, 2022 and 2021 was $2.1 million and $1.6 million, respectively.

As of March 31, 2022, the estimated annual amortization expense of intangible assets for each of the next five years and thereafter is expected to be as follows (in thousands):


	Estimated Amortization Expense
Remaining of fiscal year 2022	$	6,481
2023		9,421
2024		9,600
2025		9,196
2026		7,386
2027		7,233
Thereafter		41,225
	$	90,542

Stock-Based Compensation - Summary of the Stock Based Compensation Expense for Stock Options, RSAs, RSUs and Employee Stock Purchase Plan Granted to Employees (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	$ 5,495	$ 10,364
Technology and development [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	830	1,085
Selling and Marketing Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	1,311	2,644
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	$ 3,354	$ 6,635

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):


	Fair Value Measurements as of March 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Financial Assets:
Foreign exchange contracts	$	—	$	—	$	3	$	3
Financial Liabilities:
Contingent consideration	$	—	$	—	$	3,300	$	3,300

	Fair Value Measurements as of December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Financial Assets:
Foreign exchange contracts	$	—	$	—	$	43	$	43
Financial Liabilities:
Contingent consideration	$	—	$	—	$	11,309	$	11,309

During the three months ended March 31, 2022, there were no transfers between Level 1, Level 2 or Level 3.

Contingent consideration

On February 13, 2020, the Company completed its acquisition of Simplificare Inc. (Simplee), a provider of healthcare payment and collections software. The acquisition of Simplee was intended to further expand the capabilities of the Company and to acquire additional clients in the healthcare market. The acquisition of Simplee was accounted for as a business combination. Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Simplee for estimated total consideration of $86.5 million, which consisted of $79.4 million in cash, net of cash acquired and $7.1 million in estimated fair value of contingent consideration. Contingent consideration, which totaled up to $20.0 million was payable at various intervals provided that the Company retained key clients and achieved certain revenue and integration targets established for the years ended December 31, 2020 and 2021. A portion of the contingent consideration was also tied to continuing employment of certain key employees. During March 2022, the Company made the final payment of

contingent consideration in the amount of $7.8 million. No additional contingent consideration is due or payable with respect to the Simplee acquisition.

The following table presents the unobservable inputs incorporated into the valuation of contingent consideration related to the Simplee acquisition for the three months ended March 31, 2021:


	Three Months Ended March 31, 2021
Discount rate		8.15	%
Probability of successful achievement *	0% - 100%
Performance period	1 year

* Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them.

Increases or decreases in any of the probabilities of success in which revenue targets were expected to be achieved would result in a higher or lower fair value measurement, respectively. Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively.

The following table presents the unobservable inputs incorporated into the valuation of contingent consideration related to the WPM Group Ltd. (WPM) acquisition. Refer to Note 8 - Business Combinations for additional details on the WPM acquisition.


	Three Months Ended March 31, 2022
Market price of risk adjustment for revenue		3.8	%
Revenue volatility		20.7	%
Probability of successful achievement*	31% - 100%
Performance period	2 years

* Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them.

Increases or decreases in expectations regarding the level at which payment volumes are expected to be achieved would result in a higher or lower fair value measurement, respectively. Increases or decreases in the market price of risk adjustment of revenue would result in a decrease or increase in the fair value measurement, respectively. Increases or decreases in the revenue volatility would result in a decrease or increase in the fair value measurement, respectively.

The following table summarizes the changes in the carrying value of the contingent consideration for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended March 31,
	2022			2021
Beginning balance	$	11,309		$	12,500
Additions		—			—
Change in fair value		(70	)		(23	)
Contingent consideration paid *		(7,844	)		(7,012	)
Foreign currency translation adjustment		(95	)		—
Ending balance	$	3,300		$	5,465

* For the three months ended March 31, 2022 and 2021, amounts paid related to the fair value of contingent consideration that was initially recorded in purchase accounting of $3.3 million and $3.8 million, respectively, were classified as financing cash flows in the condensed consolidated statement of cash flows. For the three months ended March 31, 2022 and 2021, amounts paid for the excess of the fair value of $4.5 million and $3.2 million, respectively, were classified as operating cash flows in the condensed consolidated statement of cash flows.

Market Price Of Risk Adjustment For Revenue [Member] | WPM [Member]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases - Schedule of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Operating lease expense	$ 384
Short-term lease expense	122
Variable lease expense	54
Total operating lease expense	$ 560	$ 500

Accrued Expenses and Other Current Liabilities - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables And Accruals [Abstract]
Accrued employee compensation and related taxes	$ 10,340	$ 13,854
Accrued vendor liabilities	1,827	1,763
Accrued income and other non-employee related taxes	1,597	2,652
Accrued professional services	1,746	1,307
Current portion of operating lease liability	1,670	0
Other accrued expenses and current liabilities	4,408	3,150
Accrued Expenses and Other Current Liabilities	$ 21,588	$ 22,726

Leases - Schedule of Supplemental Cash Flow (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 659

Fair Value Measurements - Schedule of Unobservable Inputs Incorporated into the Valuation of Contingent Consideration (Details)

Mar. 31, 2022

Mar. 31, 2021

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

3.8

Discount rate [Member] | Simplee [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

8.15

Revenue volatility [Member] | WPM [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

20.7

Probability of successful achievement [Member] | Minimum [Member] | WPM [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

^[1]

Probability of successful achievement [Member] | Minimum [Member] | Simplee [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

^[2]

Probability of successful achievement [Member] | Maximum [Member] | WPM [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

^[1]

100

Probability of successful achievement [Member] | Maximum [Member] | Simplee [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

^[2]

100

Performance period [Member] | WPM [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

Performance period [Member] | Simplee [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Business Combination, Contingent Consideration, Liability, Measurement Input

[1]	Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them.
[2]	Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them.

Business Overview and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Initial Public Offering

On May 28, 2021, in connection with the Company’s initial public offering (IPO), the Company filed an amended and restated certificate of incorporation, which became effective on that date. The amended and restated certificate of incorporation authorized the issuance of 2,000,000,000 shares of voting common stock, 10,000,000 shares of non-voting common stock and 10,000,000 shares of preferred stock. Each class of stock has a par value of $0.0001 per share.

On May 28, 2021, the Company completed its IPO, in which the Company issued and sold 12,006,000 shares of voting common stock at a public offering price of $24.00 per share, which included 1,566,000 shares of voting common stock issued pursuant to the exercise in full of the underwriters' option to purchase additional shares. The Company received $263.8 million in net proceeds from the IPO, after deducting underwriting discounts and commissions of $19.4 million and other offering costs of $4.9 million.

Immediately prior to the closing of the IPO, all shares of the Company’s outstanding convertible preferred stock and redeemable convertible preferred stock, including 182,467 shares of preferred stock issued upon exercise of a warrant immediately prior to the closing of the IPO, were converted into 62,214,406 shares of voting common stock and 5,988,378 shares of non-voting common stock. Prior to the closing of the IPO, the Company had warrants to purchase 190,500 shares of its convertible preferred stock outstanding, such warrants were converted immediately prior to the closing of the IPO into warrants to purchase 190,500 shares of the Company’s voting common stock and the associated preferred stock warrant liabilities were remeasured to its fair value of $6.3 million and reclassified to additional paid-in capital.

Prior to the IPO, deferred offering costs, which consist of legal, accounting, consulting and other direct fees and costs relating to the IPO, were capitalized in other long-term assets. Upon the completion of the IPO, these costs were offset against the proceeds from the IPO and recorded as a reduction to additional paid-in capital.

Stock Split

In May 2021, the Company filed an amendment to its amended and restated certificate of incorporation to effect a 3-for-1 forward stock split of its common stock, convertible preferred stock and redeemable convertible preferred stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became three shares of common stock, each issued and outstanding share of convertible preferred stock, automatically and without action on the part of the holders, became three shares of convertible preferred stock and each issued and outstanding share of redeemable convertible preferred stock, automatically and without action on the part of the holders, became three shares of redeemable convertible preferred stock. The par value per share of common stock, convertible preferred stock and redeemable convertible preferred stock was not adjusted. All references to the convertible preferred stock, redeemable convertible preferred stock, common stock, treasury stock, options to purchase common stock, restricted stock awards, warrants to purchase convertible preferred stock, warrants to purchase common stock, per share amounts and related information contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the effect of the stock split for all periods presented.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC)

regarding interim financial reporting. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations, comprehensive loss, changes in convertible preferred stock, redeemable convertible preferred stock and stockholders’ equity (deficit), and its cash flows for the periods presented.

The results of operations for the three months ended March 31, 2022, are not necessarily indicative of results to be expected for the year ended December 31, 2022, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2021 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2021. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from the interim unaudited condensed consolidated financial statements.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The condensed consolidated financial statements include the accounts of Flywire Corporation and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

Segment Information

The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. See Note 2 - Revenue and Recognition for information regarding the Company's revenue by geographic area.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of common stock and stock-based awards, the valuation of the preferred stock warrant liability up until the date of the Company’s IPO, impairment assessment of goodwill, intangibles and other long-lived assets, the valuation of acquired intangible assets and their useful lives, and the valuation of contingent consideration. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Impact of COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a global pandemic. The unprecedented and rapid spread of COVID-19 as well as the shelter-in-place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughout the United States and globally significantly impacted the verticals in which the Company has been predominantly focused over the last decade, including payment volumes, sales cycles and time to implementation in those verticals. However, during this period the Company had not experienced any significant client attrition and our net dollar-based retention rate remained strong.

In response to the COVID-19 pandemic, the Company executed a reduction in force in May of 2020, cut corporate bonus programs, eliminated corporate travel and reduced professional service and other fees. Further, the Company implemented remote working capabilities and measures focused on the safety of employees. During the three months ended March 31, 2022, the Company observed recoveries in total payment volume and revenue. The growth in both total payment volume and revenue was a result of economies continuing to reopen. Additionally, the Company has resumed hiring across all departments to meet growth and public company challenges. The Company does not currently foresee the need to take additional actions; however, as variants or sub-variants of COVID-19 emerge, the Company continues to evaluate the nature and extent of these potential impacts to the Company's business, condensed consolidated financial statements, and liquidity.

Impact of the Conflict between Russia and Ukraine

The Company does not have any operations, including long-lived assets, in Ukraine or Russia, and to the Company’s knowledge, clients do not receive material amounts of payments from payers in these regions. As of the issuance date of these condensed consolidated financial statements, the current conflict between Russia and Ukraine has not had a direct material impact on the Company’s revenue or results of operations or financial position. However, the Company notes Ukraine is a major engineering hub and the conflict may create a global challenge in outsourcing or hiring engineering talent. In addition, a prolonged conflict or the spill-over of war into other European countries may in the future, have an impact on macroeconomic conditions which could significantly impact the verticals in which the Company has been predominantly focused over the last decade, including payment volumes, sales cycles and time to implementation and consequently, the Company’s revenue or results of operations or financial position.

Concentrations of Credit Risk, Financial Instruments and Significant Clients

Financial instruments that potentially subject the Company to concentration of credit risk consists principally of cash, cash equivalents, accounts receivable and funds receivable from payment partners. The Company maintains its cash and cash equivalents with financial institutions that management believes are of high credit quality. To manage credit risk related to accounts receivable, the Company evaluates credit worthiness of its clients and maintains allowances, to the extent necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any material credit losses for the three months ended March 31, 2022.

The Company has corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit of $250,000. As part of the cash management process, the Company performs periodic reviews of the financial institution credit standing.


	March 31,			December 31,
	2022			2021
Client A		12	%		36	%
Client B	*				12	%

___________________________

* Less than 10% of total balance.


	March 31,			December 31,
	2022			2021
Partner A		10	%		14	%
Partner B	*				15	%
Partner C		14	%		12	%
Partner D		29	%		21	%

______________________

* Less than 10% of total balance.

During the three months ended March 31, 2022 and 2021, no client accounted for 10% or more of revenue.

During the three months ended March 31, 2022 and 2021, revenue from clients located outside of the United States in the aggregate accounted for 37.2% and 25.4% of the Company’s total revenue, respectively, with Canada accounting for 12.6% and 12.3%, respectively and the United Kingdom accounting for 15.3% and 7.6%, respectively. No other countries accounted for 10% or more of revenue for the three months ended March 31, 2022 or 2021.

Leases

On January 1, 2022, Flywire adopted ASU 2016-02, Leases (Topic 842) and subsequent related ASUs using January 1, 2022 as the date of initial application. The new lease standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The Company elected the modified retrospective transition option which allows for application of Topic 842 at the adoption date. Therefore, comparative prior period financial information was not adjusted and will continue to be reported under the previous accounting guidance of ASC 840, Leases. No cumulative-effect adjustment to the opening accumulated deficit balance as of January 1, 2022 was necessary as a result of adopting the new standard. The Company elected the “package of practical expedients” permitted under the transition guidance which allowed the Company not to reassess (i) whether any expired or existing contracts are, or contain, leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. The Company also elected the practical expedient not to separate lease and non-lease components, as well as the short-term lease recognition exemption and will not recognize right-of-use (ROU) assets or lease liabilities for leases with a term less than 12 months. As a result of the adoption, the Company recognized ROU assets of $3.0 million in Other assets and a corresponding lease liability of $3.6 million in Other liabilities as of January 1, 2022. The ROU assets were adjusted per Topic 842 transition guidance for the existing deferred rent balance.

Accounting for Leases after the Adoption of ASC 842

The new leasing standard requires recognition of leases on the consolidated balance sheets as ROU assets and lease liabilities. ROU assets represent the Company's right to use underlying assets for the lease terms and lease liabilities represent our obligation to make lease payments arising from the leases. ROU assets are included in Other assets and lease liabilities are included in Other liabilities. Lease classification is determined at commencement date. All of the Company's leases are accounted for as operating leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As the implicit rate of the leases is not determinable, the Company uses its incremental borrowing rate in determining the present value of the lease payments. ROU assets are adjusted for deferred rent and any lease incentives. Variable lease payments for maintenance, property taxes and other operating expenses are recognized as expense in the period in which the obligation for the payment is incurred. The operating lease expense associated with operating leases is recognized as a single lease cost on a straight-line basis over the lease term and is included in General and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 15 - Commitments and Contingencies for more details on the Company's operating leases.

Accounting for Leases for Periods Prior to Adoption of ASC 842

Prior to ASC 842 adoption, operating lease arrangements were recorded off-balance sheet and ROU assets and liabilities were not recognized. Operating lease expense was recognized on a straight-line basis over the term of each lease and free rent periods were recorded as a deferred rent liability.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising expenses for the three months ended March 31, 2022 and 2021 were $1.3 million and $0.5 million, respectively.

Emerging Growth Company Status

The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.

Accounting Pronouncements Adopted

Recently Accounting Pronouncements Adopted

In addition to ASU 2016-02, Leases (Topic 842) described above, the following pronouncements were issued by the Financial Accounting Standards Board (FASB) and adopted by Flywire as of January 1, 2022:

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes: ASU simplifies the accounting for income taxes by removing certain exceptions for intra period tax allocations and deferred tax liabilities for equity method investments and adds guidance on whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction. The adoption of this standard did not have a material impact on Flywire's consolidated financial statements and disclosures.

ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the substance of the modification or exchange (e.g., a financing transaction to raise equity versus one to raise debt). The adoption of this standard did not have any impact on Flywire's consolidated financial statements and disclosures as the Company currently does not have any freestanding equity-classified written call options within the scope of this standard.

Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

The following ASUs were issued by the FASB and not yet adopted by Flywire:

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent related ASUs: ASU 2016-13 replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

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: ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

Goodwill and Acquired Intangible Assets -Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Beginning balance	$ 85,841	$ 44,650
Goodwill related to acquisitions	0	0
Foreign currency translation adjustment	(1,175)	(32)
Ending balance	$ 84,666	$ 44,618

Net Loss per Share - Schedule of Earnings Per Share Basic and Diluted Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income (loss)	$ (10,149)	$ (8,652)
Accretion of preferred stock to redemption value		(5)
Net loss attributable to common stockholders - basic and diluted	$ (10,149)	$ (8,657)
Denominator:
Weighted average common shares outstanding—basic and diluted	106,739,771	21,100,077
Net loss per share attributable to common stockholders - basic and diluted	$ (0.10)	$ (0.41)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Stock-Based Compensation

12.

Stock-Based Compensation

Equity Incentive Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan), which became effective in connection with the IPO.

No further awards are being made under the Company’s 2009 Equity Incentive Plan, as amended (the 2009 Plan) or the Company’s 2018 Equity Incentive Plan (the 2018 Plan); however, awards outstanding under each of the 2009 Plan and 2018 Plan will continue to be governed by their existing terms. With the establishment of the 2021 Equity Incentive Plan (2021 Plan) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares will become available for grant under the 2021 Plan. The 2021 Plan, 2018 Plan and 2009 Plan are collectively referred to as the “Equity Incentive Plans”.

The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other forms of equity compensation (collectively, equity awards). A total of 14,523,284 shares of the Company’s common stock have been reserved for issuance under the 2021 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of common stock reserved for issuance under the 2021 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, an equal number of shares of voting common stock will become available under the 2021 Plan.

As of March 31, 2022, a total of 12,341,771 shares of the Company's common stock are available for future issuance under the 2021 Plan.

Stock Options

Stock options granted under the 2009 Plan, 2018 Plan and the 2021 Plan generally vest based on continued service over four years and expire within ten years from the date of grant. Any options that are canceled or forfeited before expiration become available for future grants.

During the three months ended March 31, 2022, the Company granted options to purchase an aggregate of 212,000 shares of common stock with weighted average exercise prices of $30.09 per share.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 6.08 years, (ii) expected volatility of 44.5%, (iii) risk-free interest rate of 1.70% and (iv) expected dividend yield of 0%.

As of March 31, 2022, there was $29.4 million of total unrecognized expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.6 years.

Restricted Stock Awards and Restricted Stock Units

During 2018, the Company granted restricted stock awards to employees under the 2018 Plan. The restricted stock awards vested ratably over a four year period from the date of grant. The fair value of each restricted stock awards on the date of grant was the estimated fair value of the common stock on the date of grant. All restricted stock awards were fully vested as of January 2022.

During 2021, the Company awarded restricted stock units to employees and nonemployee board members under the 2021 Plan. During the three months ended March 31, 2022, the Company awarded restricted stock units covering an aggregate of 2,279,034 shares of common stock. For the Company's executives, the fair value of the restricted stock units was estimated based upon the trailing 20 day trading price of the Company's common stock and for the remainder employees, the fair value of the restricted stock units was estimated based upon the market closing price of the Company’s common stock on the date of the grant. The restricted stock units vest over the requisite service period, which range between one and four years from the date of the grant, subject to the continued employment of the employees and services of the nonemployee board members.

As of March 31, 2022, there was $57.1 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 3.9 years.

Employee Stock Purchase Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (ESPP), which became effective in connection with the IPO. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 2,704,236 shares of common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the ESPP. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of a share of common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to 15% of their eligible compensation. Offering periods are generally 6 months long.

The ESPP enrollment period started on December 15, 2021 and ended on December 31, 2021. The first offering period commenced on January 1, 2022 and will end on June 30, 2022.

The fair value of the ESPP offering during the three months ended March 31, 2022 was estimated at the date of the offering using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 0.5 years, (ii) expected volatility of 36.5%, (iii) risk-free interest rate of 0.19% and (iv) expected dividend yield of 0%.

As of March 31, 2022, the total unrecognized compensation expense related to the ESPP was $0.3 million, which is expected to be amortized over the next 3 months.

Stock-Based Compensation Costs


	Three Months Ended March 31,
	2022		2021
Technology and development	$	830	$	1,085
Selling and marketing		1,311		2,644
General and administrative		3,354		6,635
Total stock-based compensation expense	$	5,495	$	10,364

In February 2021, certain of the Company’s existing investors acquired 1,205,118 outstanding shares of common stock from employees of the Company for a purchase price greater than the fair value of the common stock at the time of the transaction. As a result, the Company recorded $8.4 million of stock-based compensation expense during the three months ended March 31, 2021. The amount recorded as stock-based compensation represents the difference between the price paid and the estimated fair value at the date of the transaction.

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2022

Property Plant And Equipment [Abstract]

Schedule of Property Plant and Equipment ,Net

Property and equipment, net consisted of the following as of the dates presented (in thousands):


	March 31, 2022			December 31, 2021
Computer equipment and software	$	2,347		$	2,211
Internal-use software		8,619			7,414
Furniture and fixtures		918			953
Leasehold improvements		4,990			4,995
		16,874			15,573
Less: Accumulated depreciation and amortization		(6,794	)		(6,131	)
	$	10,080		$	9,442

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021
Revenue Recognition [Abstract]
Deferred Revenue	$ 2.1	$ 0.6

Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Depreciation and amortization expense	$ 700	$ 400
Accumulated depreciation property, plant, and equipment	6,794		$ 6,131
Capitalisation cost	1,200	1,400	5,600
Carrying value of internal use software	6,700		$ 6,500
Amortization expense related to internal use software	$ 400	100
Property and Equipment [Member]
Property Plant And Equipment [Line Items]
Proceeds from sale of property plant and equipment		100
Gain on the sale of the fixed assets		100
Accumulated depreciation property, plant, and equipment		$ 100

Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Additional Information (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Preferred Stock, Shares Issued	0	0

Business Combinations - Schedule of Estimated Fair Value of the Identified Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Values	$ 31,301
Developed Technology [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Values	$ 1,400	$ 100
Weighted-Average Estimated Amortization Periods	4 years
Customer Relationships [Member]
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Fair Values	$ 29,901
Weighted-Average Estimated Amortization Periods	15 years

Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue Recognition [Abstract]

Revenue and Recognition


	Three Months Ended March 31,
(in thousands)	2022		2021
Primary geographical markets
United States	$	40,565	$	33,574
Canada		8,149		5,516
United Kingdom		9,879		3,433
Other countries (1)		5,960		2,468
Total revenue	$	64,553	$	44,991
Major solutions
Transactions	$	48,687	$	32,434
Platform and usage-based fees		15,866		12,557
Total revenue	$	64,553	$	44,991

(1) No single country included in the other countries category generated 10% or more of total revenue.

Contract Balances from Contracts with Clients

The following table provides information about accounts receivable, unbilled receivables and deferred revenue from contracts with clients (in thousands):


	March 31, 2022		December 31, 2021
Accounts receivable, net of allowances	$	13,787	$	12,968
Unbilled receivables		2,211		3,340
Deferred revenue—current		5,312		5,488
Deferred revenue—non-current		171		185

For the three months ended March 31, 2022 and 2021, the Company recognized $2.1 million and $0.6 million of revenue from amounts that were included in deferred revenue as of December 31, 2021 and 2020, respectively.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 64,553	$ 44,991
Costs and operating expenses:
Payment processing services costs	24,253	16,091
Technology and development	10,976	7,522
Selling and marketing	17,608	11,931
General and administrative	18,820	15,914
Total costs and operating expenses	71,657	51,458
loss from operations	(7,104)	(6,467)
Other (expense):
Interest expense	(218)	(621)
Change in fair value of preferred stock warrant liability	0	(954)
Other (expense), net	(2,327)	(411)
Total other expenses, net	(2,545)	(1,986)
Loss before provision for income taxes	(9,649)	(8,453)
Provision for income taxes	500	199
Net income (loss)	(10,149)	(8,652)
Foreign currency translation adjustment	(90)	339
Comprehensive income (loss)	(10,239)	(8,313)
Net income (loss) attributable to common stockholders - basic and diluted	$ (10,149)	$ (8,657)
Net loss per share attributable to common stockholders - basic and diluted	$ (0.10)	$ (0.41)
Weighted average common shares outstanding—basic and diluted	106,739,771	21,100,077

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The Company’s provision for income taxes during the interim periods is determined using an estimate of the Company’s annual effective tax rate, which is adjusted for certain discrete tax items during the interim period. The Company reported an income tax expense of $0.5 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. The income tax expense for the three months ended March 31, 2022 was primarily attributable to profits generated in the Company's foreign subsidiaries. The income tax expense for the three months ended March 31, 2021 was primarily attributable to foreign taxes.

The Company’s effective tax rate differs from the Federal statutory rate primarily due to the change in valuation allowance in the U.S. The Company is open to future tax examinations from 2018 to the present; however, carryforward attributes that were generated prior to 2018 may still be adjusted upon examination by federal, state or local tax authorities to the extent they will be used in a future period. In 2021, the U.S. Internal Revenue Service commenced a corporate income tax audit with respect to the 2018 calendar year, which was completed in 2022.

The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future. As of March 31, 2022, the Company continues to maintain a full valuation allowance on its U.S. net deferred tax assets.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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