Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40430 | |
Entity Registrant Name | FLYWIRE CORPORATION | |
Entity Central Index Key | 0001580560 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Voting common stock, $0.0001 par value per share | |
Trading Symbol | FLYW | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0690799 | |
Entity Address, Address Line One | 141 Tremont St #10 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02111 | |
City Area Code | 617 | |
Local Phone Number | 329-4524 | |
Voting Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 110,294,228 | |
Nonvoting Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,873,320 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 328,063 | $ 349,177 |
Restricted cash | 0 | 2,000 |
Accounts receivable, net | 19,284 | 13,697 |
Unbilled receivables, net | 6,779 | 5,268 |
Funds receivable from payment partners | 43,321 | 62,970 |
Prepaid expenses and other current assets | 16,272 | 17,531 |
Total current assets | 413,719 | 450,643 |
Property and equipment, net | 14,701 | 13,317 |
Intangible assets, net | 92,522 | 97,616 |
Goodwill | 98,967 | 97,766 |
Other assets | 18,664 | 14,945 |
Total assets | 638,573 | 674,287 |
Current liabilities: | ||
Accounts payable | 11,658 | 13,325 |
Funds payable to clients | 81,958 | 124,305 |
Accrued expenses and other current liabilities | 35,044 | 34,423 |
Deferred revenue | 2,845 | 5,223 |
Total current liabilities | 131,505 | 177,276 |
Deferred tax liabilities | 12,086 | 12,149 |
Other liabilities | 3,906 | 2,959 |
Total liabilities | 147,497 | 192,384 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of June 30, 2023 and December 31, 2022; and no shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 0 | 0 |
Voting common stock, $0.0001 par value; 2,000,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 112,229,190 shares issued and 109,911,468 shares outstanding as of June 30, 2023; 109,790,702 shares issued and 107,472,980 shares outstanding as of December 31, 2022 | 10 | 10 |
Non-voting common stock, $0.0001 par value; 10,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 1,873,320 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 1 | 1 |
Treasury voting common stock, 2,317,722 shares as of June 30, 2023 and December 31, 2022, held at cost | (748) | (748) |
Additional paid-in capital | 677,343 | 649,756 |
Accumulated other comprehensive income (loss) | 170 | (1,912) |
Accumulated deficit | (185,700) | (165,204) |
Total stockholders' equity | 491,076 | 481,903 |
Total liabilities and stockholders' equity | $ 638,573 | $ 674,287 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 112,229,190 | 109,790,702 |
Common Stock, Shares, Outstanding | 109,911,468 | 107,472,980 |
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 | 1,873,320 | 1,873,320 |
Common Stock Shares Outstanding Non Voting Right | 1,873,320 | 1,873,320 |
Treasury stock common shares | 2,317,722 | 2,317,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 84,869 | $ 56,537 | $ 179,226 | $ 121,090 |
Costs and operating expenses: | ||||
Payment processing services costs | 33,804 | 21,820 | 67,659 | 46,073 |
Technology and development | 16,016 | 13,204 | 30,539 | 24,180 |
Selling and marketing | 27,273 | 18,887 | 51,707 | 36,495 |
General and administrative | 24,584 | 20,023 | 52,697 | 38,843 |
Total costs and operating expenses | 101,677 | 73,934 | 202,602 | 145,591 |
Loss from operations | (16,808) | (17,397) | (23,376) | (24,501) |
Other income (expense): | ||||
Interest expense | (78) | (266) | (181) | (484) |
Interest income | 1,935 | 184 | 3,870 | 184 |
(Loss) gain from remeasurement of foreign currency | (755) | (5,240) | 715 | (7,567) |
Total other expenses, net | 1,102 | (5,322) | 4,404 | (7,867) |
Loss before provision for income taxes | (15,706) | (22,719) | (18,972) | (32,368) |
Provision for income taxes | 1,107 | 1,078 | 1,524 | 1,578 |
Net loss | (16,813) | (23,797) | (20,496) | (33,946) |
Foreign currency translation adjustment | 2,449 | (45) | 2,082 | (135) |
Comprehensive loss | (14,364) | (23,842) | (18,414) | (34,081) |
Net loss attributable to common stockholders - diluted | (16,813) | (23,797) | (20,496) | (33,946) |
Net loss attributable to common stockholders - basic | $ (16,813) | $ (23,797) | $ (20,496) | $ (33,946) |
Net loss per share attributable to common stockholders - basic | $ (0.15) | $ (0.22) | $ (0.19) | $ (0.32) |
Net loss per share attributable to common stockholders - diluted | $ (0.15) | $ (0.22) | $ (0.19) | $ (0.32) |
Weighted average common shares outstanding - basic | 111,133,221 | 107,426,898 | 110,464,092 | 107,085,233 |
Weighted average common shares outstanding - diluted | 111,133,221 | 107,426,898 | 110,464,092 | 107,085,233 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock Nonvoting Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 482,201 | $ 10 | $ 1 | $ (748) | $ 609,194 | $ (399) | $ (125,857) |
Balance,Shares at Dec. 31, 2021 | 102,771,899 | 5,988,378 | (2,317,722) | ||||
Issuance Of Common Stock For Retention Bonus | 0 | ||||||
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld, Shares | 1,405,685 | ||||||
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld | 485 | 485 | |||||
Issuance of common stock upon settlement of restricted stock units, shares | 53,362 | ||||||
Foreign currency translation adjustment | (135) | (135) | |||||
Stock-based compensation expense | 13,932 | 13,932 | |||||
Net loss | (33,946) | (33,946) | |||||
Balance at Jun. 30, 2022 | 462,537 | $ 10 | $ 1 | $ (748) | 623,611 | (534) | (159,803) |
Balance,Shares at Jun. 30, 2022 | 104,230,946 | 5,988,378 | (2,317,722) | ||||
Balance at Mar. 31, 2022 | 478,117 | $ 10 | $ 1 | $ (748) | 615,349 | (489) | (136,006) |
Balance,Shares at Mar. 31, 2022 | 103,409,781 | 5,988,378 | (2,317,722) | ||||
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld, Shares | 788,407 | ||||||
Issuance of common stock upon exercise of stock options and release of restricted stock units, net of shares withheld | (175) | (175) | |||||
Issuance of common stock upon settlement of restricted stock units, shares | 32,758 | ||||||
Foreign currency translation adjustment | (45) | (45) | |||||
Stock-based compensation expense | 8,437 | 8,437 | |||||
Net loss | (23,797) | (23,797) | |||||
Balance at Jun. 30, 2022 | 462,537 | $ 10 | $ 1 | $ (748) | 623,611 | (534) | (159,803) |
Balance,Shares at Jun. 30, 2022 | 104,230,946 | 5,988,378 | (2,317,722) | ||||
Balance at Dec. 31, 2022 | 481,903 | $ 10 | $ 1 | $ (748) | 649,756 | (1,912) | (165,204) |
Balance,Shares at Dec. 31, 2022 | 109,790,702 | 1,873,320 | (2,317,722) | ||||
Issuance of common stock upon exercise of stock options, value | 6,044 | 6,044 | |||||
Issuance of common stock upon exercise of stock options, Shares | 1,533,199 | ||||||
Issuance of common stock under employee stock purchase plan, Shares | 55,232 | ||||||
Issuance of common stock under employee stock purchase plan, Values | 864 | 864 | |||||
Issuance Of Common Stock Shares For Retention Bonus | 28,332 | ||||||
Issuance Of Common Stock For Retention Bonus | 700 | 700 | |||||
Issuance of common stock upon settlement of restricted stock units, shares | 821,725 | ||||||
Foreign currency translation adjustment | 2,082 | 2,082 | |||||
Stock-based compensation expense | 19,979 | 19,979 | |||||
Net loss | (20,496) | (20,496) | |||||
Balance at Jun. 30, 2023 | 491,076 | $ 10 | $ 1 | $ (748) | 677,343 | 170 | (185,700) |
Balance,Shares at Jun. 30, 2023 | 112,229,190 | 1,873,320 | (2,317,722) | ||||
Balance at Mar. 31, 2023 | 490,164 | $ 10 | $ 1 | $ (748) | 662,067 | (2,279) | (168,887) |
Balance,Shares at Mar. 31, 2023 | 111,042,997 | 1,873,320 | (2,317,722) | ||||
Issuance of common stock upon exercise of stock options, value | 3,900 | 3,900 | |||||
Issuance of common stock upon exercise of stock options, Shares | 942,945 | ||||||
Issuance of common stock upon settlement of restricted stock units, shares | 243,248 | ||||||
Foreign currency translation adjustment | 2,449 | 2,449 | |||||
Stock-based compensation expense | 11,376 | 11,376 | |||||
Net loss | (16,813) | (16,813) | |||||
Balance at Jun. 30, 2023 | $ 491,076 | $ 10 | $ 1 | $ (748) | $ 677,343 | $ 170 | $ (185,700) |
Balance,Shares at Jun. 30, 2023 | 112,229,190 | 1,873,320 | (2,317,722) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ (16,813) | $ (23,797) | $ (20,496) | $ (33,946) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Depreciation and amortization | 7,876 | 5,784 | |||
Stock-based compensation expense | 19,979 | 13,932 | |||
Amortization of deferred contract costs | 228 | 161 | |||
Change in fair value of contingent consideration | 410 | (950) | |||
Deferred tax benefit | (584) | (101) | |||
Provision for uncollectible accounts | 599 | 73 | |||
Non-cash interest expense | 144 | 158 | |||
Changes in operating assets and liabilities, net of acquisitions: | |||||
Accounts receivable | (6,186) | (3,709) | |||
Unbilled receivables | (1,511) | (620) | |||
Funds receivable from payment partners | 19,649 | 8,104 | |||
Prepaid expenses and other current assets | (1,030) | (3,677) | |||
Funds payable to clients | (42,347) | (8,988) | |||
Accounts payable, accrued expenses and other current liabilities | 1,121 | 1,333 | |||
Contingent consideration | (467) | (4,524) | |||
Other liabilities | (574) | (764) | |||
Deferred revenue | (2,463) | 143 | |||
Net cash used in operating activities | (25,652) | (27,591) | |||
Cash flows from investing activities: | |||||
Capitalization of internally developed software | (2,812) | (2,888) | |||
Purchases of property and equipment | (671) | (745) | |||
Net cash used in investing activities | (3,483) | (3,633) | |||
Cash flows from financing activities: | |||||
Contingent consideration paid for acquisitions | (1,207) | (3,320) | |||
Payments of tax withholdings for net settled stock option exercises | 0 | (756) | |||
Proceeds from the issuance of stock under Employee Stock Purchase Plan | 864 | 0 | |||
Proceeds from exercise of stock options | 6,044 | 2,293 | |||
Net cash provided by financing activities | 5,701 | (1,783) | |||
Effect of exchange rates changes on cash and cash equivalents | 320 | 6,231 | |||
Net decrease in cash, cash equivalents and restricted cash | (23,114) | (26,776) | |||
Cash, cash equivalents and restricted cash, beginning of period | 351,177 | 389,360 | $ 389,360 | ||
Cash, cash equivalents and restricted cash, end of period | 328,063 | 362,584 | 328,063 | 362,584 | 351,177 |
Supplemental disclosures of cash flow and noncash information | |||||
Cash paid during the period for interest | 0 | 302 | |||
Purchase of property and equipment in accounts payable | 39 | 341 | |||
Issuance Of Common Stock For Vested Restricted Stock Units | 22,490 | 0 | |||
Issuance Of Common Stock For Retention Bonus | 700 | 0 | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 328,063 | 362,584 | 328,063 | 362,584 | $ 351,177 |
Cash and Cash Equivalents | |||||
Cash flows from financing activities: | |||||
Cash, cash equivalents and restricted cash, end of period | 328,063 | 360,584 | 328,063 | 360,584 | |
Supplemental disclosures of cash flow and noncash information | |||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 328,063 | 360,584 | 328,063 | 360,584 | |
Restricted Cash | |||||
Cash flows from financing activities: | |||||
Cash, cash equivalents and restricted cash, end of period | 0 | 2,000 | 0 | 2,000 | |
Supplemental disclosures of cash flow and noncash information | |||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 0 | $ 2,000 | $ 0 | $ 2,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 shares | |
Insider Trading Arrangements [Line Items] | |
Material Terms of Trading Arrangement | On May 17, 2023 , Robert Orgel , our President and Chief Operating Officer , adopted a trading arrangement for the sale of shares of our common stock (a "Rule 10b-5 Trading Plan") that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Orgel's Rule 10b-5 Trading Plan provides for the sale of up to 303,399 shares of common stock pursuant to the terms of the plan. The plan is effective through August 31, 2024 unless earlier terminated in accordance with the terms of the plan. On May 12, 2023 , Michael Ellis , our Chief Financial Officer , adopted a Rule 10b-5 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Ellis' Rule 10b-5 Trading Plan provides for the sale of up t o 187,572 sh ares of common stock pursuant to the terms of the plan. The plan is effective through August 14, 2024 unless earlier terminated in accordance with the terms of the plan. |
Robert Orgel [Member] | |
Insider Trading Arrangements [Line Items] | |
Adoption Date | May 17, 2023 |
Name | Robert Orgel |
Title | President and Chief Operating Officer |
Rule 10b-51 Arrangement Adopted | true |
Available Amount | 303,399 |
Michael Ellis [Member] | |
Insider Trading Arrangements [Line Items] | |
Adoption Date | May 12, 2023 |
Name | Michael Ellis |
Title | Chief Financial Officer |
Rule 10b-51 Arrangement Adopted | true |
Available Amount | 187,572 |
Business Overview and Summary o
Business Overview and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview and Summary of Significant Accounting Policies | Note 1 . Business Overview and Summary of Significant Accounting Policies Flywire Corporation (Flywire or the Company) was incorporated under the laws of the State of Delaware in July 2009 as peerTransfer Corporation. In 2016, the Company changed its name to Flywire Corporation. The Company is headquartered in Boston, Massachusetts and has a global footprint in 14 countries across 5 continents. Flywire provides a secure global payments platform, offering its clients an innovative and streamlined process to receive reconciled domestic and international payments in a more cost effective and efficient manner. The Company’s solutions are built on three core elements: (i) a next-gen payments platform, (ii) a proprietary global payment network, and (iii) vertical-specific software backed by its deep industry expertise. 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 stockholders’ equity, and its cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of results to be expected for the year ended December 31, 2023, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2022 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. 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. Beginning with the quarter ended June 30, 2023, we included Contingent consideration and Contingent consideration, net of current portion within Accrued expenses and other current liabilities and Other liabilities, respectively, in the Company's condensed consolidated balance sheet. Accrued expenses and other current liabilities and Other liabilities for the year ended December 31, 2022 were recast to conform to the updated presentation. 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 year ended December 31, 2022. The condensed consolidated financial statements include the accounts of Flywire 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 certain stock-based compensation awards, the valuation of contingent consideration, the valuation of acquired intangible assets and their useful lives, the estimate of credit losses on accounts receivable and unbilled receivables, the impairment assessment of goodwill, intangibles and other long-lived assets and the incremental borrowing rates for operating leases. 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 the Conflict between Russia and Ukraine The Company does not have any operations, including long-lived assets, in Ukraine or Russia. As of the issuance date of these condensed consolidated financial statements, the current conflict between Russia and Ukraine has not had a material impact on the Company’s revenue, 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. The Company’s payment volumes, sales cycles and time to implementation could be negatively affected and consequently, the Company’s revenue or results of operations or financial position could be adversely impacted as well. Impact of Inflation Inflation did not have a material effect on the Company's cash flows and results of operations during the three and six months ended June 30, 2023. 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, unbilled receivables 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. The Company's cash and cash equivalents deposited with these financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit of $ 250,000 . As part of its cash management process, the Company performs periodic reviews of the credit standing of the financial institutions holding its cash and cash equivalents. To manage credit risk related to accounts receivable and unbilled receivables, the Company maintains an allowance for credit losses. The allowance is determined by applying a loss-rate method based on an aging schedule using the Company's historical loss rate. The Company also considers reasonable and supportable current and forecasted information in determining its estimated loss rates, such as external forecasts, macroeconomic trends, or other factors that are associated with the credit quality of the Company’s customer base. The Company did not experience any material credit losses for the three and six months ended June 30, 2023. 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: June 30, December 31, Client A 19 % 13 % Client B * 13 % * Less than 10% of total balance. In May 2023, Client A filed for voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11). As of June 30, 2023, the Company had $ 3.8 million recorded within accounts receivable, net of allowance. Client A may take actions in its Chapter 11 proceeding to terminate or renegotiate its agreements with the Company and/or seek to reduce the Company's claims for services to which it may be entitled. As of June 30, 2023, the Company expected Client A to exit Chapter 11 and continue as a going concern and client of Flywire. 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: June 30, December 31, Partner A * 12 % Partner B * 16 % Partner C 12 % 17 % Partner D 26 % 15 % * Less than 10% of total balance. During the three and six months ended June 30, 2023 and 2022, no clients accounted for 10 % or more of revenue. During the three months ended June 30, 2023, revenue from clients located in the United States and Canada (Americas), Europe, the Middle East and Africa (EMEA) and the Asia and Pacific region (APAC) in the aggregate accounted for 51.0 %, 33.6 % and 15.4 % of the Company’s total revenues, respectively. During the three months ended June 30, 2022, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 67.3 %, 27.5 % and 5.2 % of the Company’s total revenues, respectively. During the six months ended June 30, 2023, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 57.7 %, 28.0 % and 14.3 % of the Company’s total revenues, respectively. During the six months ended June 30, 2022, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 71.6 %, 23.2 % and 5.2 % of the Company’s total revenues, respectively. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 1 - Business Overview and Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to these policies during the three and six months ended June 30, 2023 . 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 June 30, 2023 and 2022 were $ 2.0 million and $ 1.7 million, respectively. Advertising expenses for the six months ended June 30, 2023 and 2022 were $ 3.1 million and $ 2.9 million, respectively. Recently Adopted Accounting Pronouncements The following accounting standards update (ASU) was issued by the Financial Accounting Standards Board (FASB) and adopted by Flywire as of June 30, 2023: ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting: ASU 202-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting in response to concerns about structural risks of the cessation of London Interbank Offered Rate (LIBOR). It also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The adoption of this standard did not have a material impact on Flywire's consolidated financial statements. Refer to Note 10 - Debt for additional details on the transition from the LIBOR benchmark rate to the Secured Overnight Financing Rate (SOFR) benchmark rate . Accounting Pronouncements Not Yet Adopted As of June 30, 2023, there are no new accounting pronouncements recently issued by the FASB but not yet adopted by Flywire which would be expected to have a material impact on the Company’s consolidated financial statements and disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition [Abstract] | |
Revenue and Recognition | Note 2 . Revenue and Recognition The following table presents revenue disaggregated by geographical area and major solutions. The categorization of revenue by geographical location is determined based on the location of where the client resides. Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Primary geographical markets Americas $ 43,296 $ 38,030 $ 103,461 $ 86,744 EMEA 28,534 15,538 50,195 28,108 APAC 13,039 2,969 25,570 6,238 Total revenue $ 84,869 $ 56,537 $ 179,226 $ 121,090 Major solutions Transactions $ 66,847 $ 41,659 $ 143,149 $ 90,346 Platform and usage-based fees 18,022 14,878 36,077 30,744 Total revenue $ 84,869 $ 56,537 $ 179,226 $ 121,090 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): June 30, December 31, Accounts receivable, net of allowance $ 19,284 $ 13,697 Unbilled receivables 6,779 5,268 Deferred revenue – current 2,845 5,223 Deferred revenue – non-current 46 131 For the three months ended June 30, 2023 and 2022, the Company recognized $ 1.5 million and $ 1.6 million, respectively, of revenue from amounts that were included in deferred revenue as of March 31, 2023 and 2022. For the six months ended June 30, 2023 and 2022, the Company recognized $ 3.7 million and $ 3.6 million, respectively, of revenue from amounts that were included in deferred revenue as of December 31, 2022 and 2021. |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Allowance for Credit Losses | Note 3 . Allowance for Credit Losses The Company maintains an allowance for credit losses for accounts receivable and unbilled receivables. Changes in the allowance for credit losses for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Allowance for credit losses at the beginning of the period $ ( 297 ) $ ( 101 ) $ ( 212 ) $ ( 106 ) Provision for expected credit losses ( 516 ) ( 53 ) ( 599 ) ( 73 ) Write-offs, net of recoveries ( 2 ) 5 ( 4 ) 30 Allowance for credit losses at the end of the period $ ( 815 ) $ ( 149 ) $ ( 815 ) $ ( 149 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 . Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the principal or most advantageous market for the asset or liability. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents are carried at fair value (Level 1) as determined according to the fair value hierarchy described above. The Company’s cash equivalents include money market funds, which are measured at fair value using the net asset value (NAV) per share practical expedient. The money market funds, which are AAA-rated are comprised of liquid, high-quality debt securities issued by the U.S. government. Shares in money market funds are purchased and redeemed at the NAV at the time of the purchase or sale, which may be purchased or redeemed on demand, as may be required by the Company. The carrying values of accounts receivable, funds receivable from payment partners, unbilled receivables, prepaid expenses, accounts payable, funds payable to clients and accrued expenses and other current liabilities approximate their respective fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration is carried at fair value, determined using Level 3 inputs in the fair value hierarchy. 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 June 30, 2023 and December 31, 2022 (in thousands): Measured at NAV as of June 30, 2023: Measured at Fair Value as of June 30, 2023: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 90,844 $ — $ — $ — $ 90,844 Foreign exchange contracts — — — 18 18 $ 90,844 $ — $ — $ 18 $ 90,862 Financial Liabilities: Contingent consideration $ — $ — $ — $ 42 $ 42 $ — $ — $ — $ 42 $ 42 Measured at NAV as of December 31, 2022: Measured at Fair Value as of December 31, 2022: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 9,145 $ — $ — $ — $ 9,145 $ 9,145 $ — $ — $ — $ 9,145 Financial Liabilities: Foreign exchange contracts $ — $ — $ — $ 133 $ 133 Contingent consideration — — — 1,332 1,332 $ — $ — $ — $ 1,465 $ 1,465 During the six months ended June 30, 2023 and year ended December 31, 2022, there were no transfers between Level 1, Level 2 or Level 3. Contingent consideration Cohort Solutions Pty Ltd. (Cohort Go) During March 2023, the Company made a payment of contingent consideration of $ 1.7 million, in the form of cash, based on Cohort Go's successful and timely achievement of the contracted milestones. No additional contingent consideration is due or payable with respect to the Cohort Go acquisition. Refer to Note 8 - Business Combinations for additional details on the Cohort Go acquisition. The fair value of the contingent consideration related to the Cohort Go acquisition was determined using a scenario-based method. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration as of December 31, 2022. December 31, 2022 Discount rate 11.2 % Probability of successful achievement * 75 % - 100 % * 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 the specific post-acquisition milestones 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. WPM Group Ltd. (WPM) Pursuant to the terms of the business combination agreement, contingent consideration is potentially payable at various intervals through March 2024 in the form of cash or up to approximately 225,000 shares of common stock, at Flywire's option, and is dependent upon the Company's achievement of specified minimum payment volume targets and integration targets. The first payment volume target was based on a period of fifteen months from January 1, 2022 to March 31, 2023 and the second payment volume target is based on a period of twelve months from April 1, 2023 to March 31, 2024. Integration targets were established through a period ending April 1, 2022. As of June 30, 2023, the Company expects a potential contingent consideration payment of less than $ 0.1 million will be payable with respect to the WPM acquisition. Refer to Note 8 - Business Combinations for additional details on the WPM acquisition. The fair value of the contingent consideration related to the payment volume targets was determined using an option pricing model and the fair value of the contingent consideration related to the integration targets was determined using a scenario-based method. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration related to the WPM acquisition as of December 31, 2022. December 31, 2022 Market price of risk adjustment for revenue 6.7 % Revenue volatility 22.7 % Probability of successful achievement* 0 % - 100 % Performance period 1.25 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. Changes in the fair value of contingent consideration are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. Contingent consideration ending balance consists of a potential contingent consideration payment of less than $0.1 million with respect to the WPM acquisition. The following table summarizes the changes in the carrying value of the contingent consideration for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Three Months Six Months Six Months Beginning balance $ 41 $ 3,300 $ 1,332 $ 11,309 Additions — — 2 — Change in fair value — ( 880 ) 410 ( 950 ) Contingent consideration paid * — — ( 1,674 ) ( 7,844 ) Foreign currency translation adjustment 1 ( 216 ) ( 28 ) ( 311 ) Ending balance $ 42 $ 2,204 $ 42 $ 2,204 * For the six months ended June 30, 2023 and 2022, contingent consideration paid has been bifurcated between the financing and operating sections of the condensed consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section of the condensed consolidated statement of cash flows, while any excess is reported in the operating section of the condensed consolidated statement of cash flows. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 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 June 30, 2023 and December 31, 2022, the Company had 8,156 and 11,816 open foreign exchange contracts, respectively. As of June 30, 2023 and December 31, 2022, the Company had foreign currency forward contracts outstanding with a notional amount of $ 35.3 million and $ 54.7 million, respectively. The Company records all derivative instruments in the condensed consolidated balance sheets at their fair values. For the six months ended June 30, 2023, the Company recorded an asset of less than $ 0.1 million and for the year ended December 31, 2022, the Company recorded a liability of $ 0.1 million related to outstanding foreign exchange contracts. The Company recognized a gain of $ 0.3 million and a loss of $ 1.0 million during the three and six months ended June 30, 2023, respectively. The Company recognized a loss of $ 0.3 million and $ 0.6 million during the three and six months ended June 30, 2022, respectively. Gains and losses are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands): June 30, December 31, Accrued employee compensation and related taxes $ 17,640 $ 16,944 Accrued vendor liabilities 3,589 3,104 Accrued income and other non-employee related taxes 4,916 5,001 Accrued professional services 2,182 1,723 Current portion of operating lease liabilities 1,292 1,807 Other accrued expenses and current liabilities 5,425 5,844 $ 35,044 $ 34,423 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 7 . Property and Equipment, net Property and equipment, net consisted of the following as of the dates presented (in thousands): June 30, December 31, Computer equipment and software $ 3,305 $ 3,195 Internal-use software 15,943 13,131 Furniture and fixtures 889 892 Leasehold improvements 5,366 4,704 Construction in progress — 291 25,503 22,213 Less: Accumulated depreciation and amortization* ( 10,802 ) ( 8,896 ) $ 14,701 $ 13,317 * For the six months ended June 30, 2023, accumulated depreciation and amortization expense included $ 93 thousand of computer disposals and $ 99 thousand of foreign currency translation adjustments. For the six months ended June 30, 2022, accumulated depreciation and amortization expense included $ 2 thousand of computer disposals and $ 102 thousand of foreign currency translation adjustments. Depreciation and amortization expense for the three months ended June 30, 2023 and 2022 was $ 1.2 million and $ 0.8 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2023 and 2022 was $ 2.1 million and $ 1.5 million, respectively. The Company capitalized $ 2.8 million and $ 5.7 million in costs related to internal-use software during the six months ended June 30, 2023 and the year ended December 31, 2022, respectively. Software developed for internal use is amortized on a straight-line basis over its estimated useful life of five years. As of June 30, 2023 and December 31, 2022, the carrying value of internal-use software was $ 12.1 million and $ 10.6 million, respectively. Amortization expense related to internal-use software for the three months ended June 30, 2023 and 2022 was $ 0.8 million and $ 0.3 million, respectively. Amortization expense related to internal-use software for the six months ended June 30, 2023 and 2022 was $ 1.3 million and $ 0.7 million, respectively. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | Note 8. Business Combinations Cohort Go On July 13, 2022, Flywire acquired all of the issued and outstanding shares of Cohort Go, an Australian-based education payments provider that simplifies the student recruitment process by bringing together students, agents and essential student services such as health insurance into one platform. The acquisition of Cohort Go contributed to the Company's global expansion and accelerated the growth of Flywire's agent related revenue, in which Flywire partners with agents who refer students to the Company. The agent related revenue is reported as transaction revenue for Flywire, while the health insurance related revenue is reported as platform revenue. The acquisition of Cohort Go has been accounted for as a business combination. During the fourth quarter of 2022, the cash consideration, net of cash acquired and the purchase price allocation was adjusted to reflect a working capital true-up and a change to the deferred tax liability, which was due to additional tax basis associated with the acquired technology intangible asset. This resulted in a $ 0.2 million increase in the cash consideration, net of cash acquired, a $ 1.4 million decrease to deferred tax liability and a $ 1.2 million decrease to goodwill from the quarter ended September 30, 2022 to the year ended December 31, 2022. The adjusted purchase price allocation is reflected in the consolidated balance sheet as of December 31, 2022 and purchase price allocation below. Pursuant to the terms of the business combination agreement, the Company acquired Cohort Go for estimated total purchase consideration of $ 33.0 million or $ 23.1 million, net of cash acquired, which consisted of (in thousands): Cash consideration, net of cash acquired $ 17,140 Estimated fair value of shares of common stock 4,287 Estimated fair value of contingent consideration 1,695 Total purchase consideration, net of cash acquired $ 23,122 Contingent consideration, which totaled up to $ 1.7 million represented additional payments that Flywire was required to make which was dependent upon Cohort Go's achievement of specific post-acquisition milestones and was subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. During March 2023, the Company made a payment of contingent consideration of $ 1.7 million, in the form of cash, based on Cohort Go's successful and timely achievement of the contracted milestones. No additional contingent consideration is due or payable with respect to the Cohort Go acquisition. The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands): Cash $ 9,880 Accounts receivable 558 Funds receivable from payment partners 3,767 Prepaid expenses and other current assets 314 Other assets 494 Goodwill 16,197 Identifiable intangible assets 16,408 Total assets acquired 47,618 Deferred tax liabilities 5,012 Deferred revenue 264 Funds payable to clients 4,071 Accounts payable 1,740 Accrued expenses and other current liabilities 3,529 Total liabilities assumed 14,616 Net assets acquired 33,002 Less: cash acquired 9,880 Net assets, less cash acquired $ 23,122 Goodwill arising from the acquisition of $ 16.2 million was attributable to the assembled workforce of Cohort Go 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 Cohort Go and their respective weighted-average estimated amortization periods. Estimated Weighted- (in thousands) (years) Developed technology $ 5,356 7 Agent and customer relationships 11,052 13 $ 16,408 The results of Cohort Go have been included in the consolidated financial statements since the date of the acquisition. Cohort Go contributed $ 4.3 million in transaction revenue and $ 3.0 million in platform revenue during the three months ended June 30, 2023, respectively, and $ 7.8 million in transaction revenue and $ 5.5 million in platform revenue during the six months ended June 30, 2023, respectively. T he Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine this amount. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information shows the results of the Company’s operations for the three and six months ended June 30, 2022 as if the acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Cohort Go. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and a pro forma adjustment to the combined historical financial information of the Company and Cohort Go, which includes incremental amortization expense associated with the estimated fair value of identified intangible assets. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Actual Pro Forma Actual Pro Forma (in thousands) Revenue $ 56,537 $ 61,438 $ 121,090 $ 130,091 Net Loss $ ( 23,797 ) $ ( 22,528 ) $ ( 33,946 ) $ ( 32,230 ) WPM On December 14, 2021, Flywire completed its acquisition of WPM, a leading software provider that enables seamless and secure receivables 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 to further accelerate the Company's market share in the U.K. education sector. The acquisition of WPM was accounted for as a business combination. Pursuant to the terms of the business combination agreement, the Company acquired all outstanding equity of WPM for estimated total purchase consideration of $ 59.6 million, which consisted of $ 56.1 million in cash, net of cash acquired and $ 3.5 million in estimated fair value of contingent consideration dependent upon the Company's achievement of specified minimum payment volume targets and integration targets. Certain amounts were also tied to continued employment of key employees. The Company expensed $ 0.6 million and $ 0.9 million in personnel costs associated with retention of key employees during the three and six months ended June 30, 2023, respectively. A portion of which has been paid through shares of Flywire common stock in the first half of 2023, with the remainder to be paid through shares of Flywire common stock in the second half of 2023. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note 9 . Goodwill and Acquired Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill as of the dates presented (in thousands): June 30, 2023 December 31, 2022 Beginning balance $ 97,766 $ 85,841 Goodwill related to acquisitions — 16,197 Foreign currency translation adjustment 1,201 ( 4,272 ) Ending balance $ 98,967 $ 97,766 Acquired Intangible Assets Acquired intangible assets subject to amortization consisted of the following (dollars in thousands): June 30, 2023 Gross Accumulated Net Carrying Weighted Developed Technology $ 31,632 $ ( 18,459 ) $ 13,173 3.82 Acquired Relationships 91,587 ( 12,238 ) 79,349 10.50 $ 123,219 $ ( 30,697 ) $ 92,522 * Includes $( 2,532 ) thousand of foreign currency translation adjustments. ** Includes $ 105 thousand of foreign currency translation adjustments. December 31, 2022 Gross Accumulated Net Weighted Developed Technology $ 31,848 $ ( 15,429 ) $ 16,419 4.55 Acquired Relationships 90,612 ( 9,423 ) 81,189 10.92 Non-Compete Agreement 469 ( 461 ) 8 0.27 $ 122,929 $ ( 25,313 ) $ 97,616 * Includes $( 3,416 ) thousand of foreign currency translation adjustments. ** Includes $ 154 thousand of foreign currency translation adjustments. Amortization expense for the three months ended June 30, 2023 and 2022 was $ 3.0 million and $ 2.2 million, respectively. Amortization expense for the six months ended June 30, 2023 and 2022 was $ 5.8 million and $ 4.3 million, respectively. As of June 30, 2023, 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 Remaining of fiscal year 2023 $ 5,739 2024 10,977 2025 9,731 2026 8,967 2027 8,658 2028 8,026 Thereafter 40,424 $ 92,522 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 . Debt Revolving Credit Syndication Loan On July 29, 2021, the Company entered into a three-year senior secured revolving credit syndication loan with three banks for a total commitment of $ 50.0 million (Revolving Credit Facility). 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. The Revolving Credit Facility consists of Alternate Base Rate (ABR) loans or Eurodollar Borrowings, at the Company’s option. On June 23, 2023, the Company executed the First Amendment to the Revolving Credit Facility to transition from the LIBOR benchmark rate to the SOFR benchmark rate effective June 30, 2023. In accordance with the First Amendment, ABR loans bear interest at the ABR plus the applicable rate. Eurodollar Borrowings bear interest at the Adjusted Term SOFR for the interest period 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%, or (c) the Adjusted Term SOFR for a one-month interest period, plus 1%. The Adjusted Term SOFR is based on (x) the Term SOFR, plus (y) the applicable spread adjustment ranging from 0.11448 % to 0.71513 % depending on the length of the SOFR interest period, multiplied by (z) 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 %. Prior to the First Amendment, ABR loans borne interest at the ABR plus the applicable rate. Eurodollar Borrowings borne interest at the Adjusted LIBOR for the interest period plus the applicable rate. The ABR rate was based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted LIBOR for a one-month interest period, plus 1%. The adjusted LIBOR was based on (x) the LIBOR for such interest period, multiplied by (y) the Statutory Reserve Rate. The applicable rate was based upon the Company’s liquidity as of the most recent consolidated financial information and ranged 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 June 30, 2023. On July 29, 2021, the Company drew $ 25.9 million on the Revolving Credit Facility and used the proceeds to prepay its then existing Loan and Security Agreement of $ 25.0 million (LSA). In connection with the transaction, the Company incurred debt issuance costs of $ 0.3 million and debt discount of $ 0.1 million. 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 condensed consolidated balance sheets. On October 28, 2022, the Company repaid the $ 25.9 million outstanding under the Revolving Credit Facility. Following the repayment, the Company continued to have access to a total commitment of $ 50.0 million under the Revolving Credit Facility. As of June 30, 2023 and December 31, 2022, there was no outstanding indebtedness under the Revolving Credit Facility. Interest expense for the three months ended June 30, 2023 and 2022 was $ 0.1 million and $ 0.3 million, respectively. Included in interest expense for the three months ended June 30, 2023 and 2022 is less than $ 0.1 million and $ 0.1 million, respectively, of amortization of debt issuance cost and debt discount. Interest expense for the six months ended June 30, 2023 and 2022 was $ 0.2 million and $ 0.5 million, respectively. Included in interest expense for the six months ended June 30, 2023 and 2022 is $ 0.1 million and $ 0.2 million, respectively, of amortization of debt issuance cost and debt discount. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11 . Stockholders’ Equity Preferred Stock The Company’s current amended and restated certificate of incorporation, which became effective on May 28, 2021, authorizes 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 The Company’s current amended and restated certificate of incorporation authorizes 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 June 30, 2023, the Company had reserved shares of common stock for future issuance as follows: June 30, 2023 Issued and outstanding stock options 10,430,580 Issued and outstanding restricted stock units 4,518,964 Available for issuance under the 2021 Equity Incentive Plan 14,956,425 Available for issuance under Employee Stock Purchase Plan 3,766,959 Available for conversion of non-voting common stock 1,873,320 35,546,248 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 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). No further awards are being made under the Company’s 2009 Equity Incentive Plan, as amended (the 2009 Plan) or the Company’s 2018 Stock 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 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 19,988,330 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 common stock will become available under the 2021 Plan. As of June 30, 2023, a total of 14,956,425 shares of the Company's common stock were 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. The Company did not grant any options to purchase shares of common stock during the three and six months ended June 30, 2023. As of June 30, 2023, there was $ 15.6 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.73 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 award was the estimated fair value of the common stock on the date of grant. All restricted stock awards were fully vested as of 2022. Starting in 2021, the Company has awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. During the three and six months ended June 30, 2023, the Company awarded restricted stock units covering an aggregate of 123,251 and 2,536,481 shares of common stock, respectively. The fair value of each restricted stock unit is estimated based on the fair value 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 service of the non-employee board members. As of June 30, 2023, there was $ 100.0 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 3.33 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 on May 28, 2021. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to "eligible employees". A total of 3,797,245 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 the lesser of up to 15% of their eligible compensation or IRS limit. Offering periods are generally 6 months long. As of June 30, 2023, a total of 3,766,959 shares of the Company's common stock were available for future issuance under the ESPP. As of June 30, 2023, there was no unrecognized compensation expense related to the ESPP. Stock-Based Compensation Costs The following table summarizes the stock-based compensation expense for stock options, restricted stock units and ESPP granted to employees and non-employee board members that was recorded in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Three Six Six Technology and development $ 2,399 $ 1,359 $ 3,968 $ 2,185 Selling and marketing 3,294 2,211 5,731 3,515 General and administrative 5,683 4,867 10,280 8,232 Total stock-based compensation expense $ 11,376 $ 8,437 $ 19,979 $ 13,932 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 13 . Net Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net 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 and six months ended June 30, 2023 and 2022. For the three and six months ended June 30, 2023 and 2022, 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 16,813 ) $ ( 23,797 ) $ ( 20,496 ) $ ( 33,946 ) Net loss attributable to common stockholders - basic $ ( 16,813 ) $ ( 23,797 ) $ ( 20,496 ) $ ( 33,946 ) Denominator: Weighted average common shares outstanding - 111,133,221 107,426,898 110,464,092 107,085,233 Net loss per share attributable to common $ ( 0.15 ) $ ( 0.22 ) $ ( 0.19 ) $ ( 0.32 ) 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: June 30, 2023 2022 Unvested restricted stock units 4,518,964 2,795,230 Stock options to purchase common stock 10,430,580 13,466,157 14,949,544 16,261,387 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 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 recorded an income tax expense of $ 1.1 million for the three months ended June 30, 2023 and 2022. The income tax expense for the three months ended June 30, 2023 and 2022 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. The Company recorded an income tax expense of $ 1.5 million and $ 1.6 million for the six months ended June 30, 2023 and 2022, respectively. The income tax expense for the six months ended June 30, 2023 and 2022 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. The Company’s effective tax rate differs from the U.S. 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 June 30, 2023, the Company continues to maintain a full valuation allowance of the U.S. and United Kingdom net deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. This legislation imposes a federal Corporate Alternative Minimum Tax among other tax law changes. The Inflation Reduction Act of 2022 was effective for Flywire for years beginning after December 31, 2022. The Company has completed its analysis of this legislation and it does not expect the Inflation Reduction Act of 2022 will have a material impact on the Company's tax liability. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 1 5. 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, 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 June 30, 2023, the Company was not a party to any litigation the outcome of which, the Company believes, if determined adversely to it, would individually or in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. In the course of implementing geolocation data-based sanctions screening measures, the Company identified certain payments which, based on geolocation data, appear to have been initiated from Cuba, Iran, or Syria, in potential violation of applicable sanctions regimes. Although Flywire continues to evaluate whether these transactions constitute potential violations of the U.S. Department of the Treasury’s Office of Foreign Assets Controls (OFAC) sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), in August 2023, Flywire made a voluntary submission to OFAC to report the potential violations. Based upon the results of the internal investigation completed to date, the Company does not believe that the amount of any loss incurred as a result of this matter would be material to its business, financial condition, 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 aware of any pending indemnification 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 and had not accrued any liabilities related to such obligations in its consolidated financial statements for the periods ended June 30, 2023 and December 31, 2022. |
Business Overview and Summary_2
Business Overview and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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 stockholders’ equity, and its cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of results to be expected for the year ended December 31, 2023, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2022 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. 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. Beginning with the quarter ended June 30, 2023, we included Contingent consideration and Contingent consideration, net of current portion within Accrued expenses and other current liabilities and Other liabilities, respectively, in the Company's condensed consolidated balance sheet. Accrued expenses and other current liabilities and Other liabilities for the year ended December 31, 2022 were recast to conform to the updated presentation. 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 year ended December 31, 2022. The condensed consolidated financial statements include the accounts of Flywire and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Segment Information | 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 | 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 certain stock-based compensation awards, the valuation of contingent consideration, the valuation of acquired intangible assets and their useful lives, the estimate of credit losses on accounts receivable and unbilled receivables, the impairment assessment of goodwill, intangibles and other long-lived assets and the incremental borrowing rates for operating leases. 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 the Conflict between Russia and Ukraine | Impact of the Conflict between Russia and Ukraine The Company does not have any operations, including long-lived assets, in Ukraine or Russia. As of the issuance date of these condensed consolidated financial statements, the current conflict between Russia and Ukraine has not had a material impact on the Company’s revenue, 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. The Company’s payment volumes, sales cycles and time to implementation could be negatively affected and consequently, the Company’s revenue or results of operations or financial position could be adversely impacted as well. Impact of Inflation Inflation did not have a material effect on the Company's cash flows and results of operations during the three and six months ended June 30, 2023. |
Concentrations of Credit Risk, Financial Instruments and Significant Clients | 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, unbilled receivables 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. The Company's cash and cash equivalents deposited with these financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit of $ 250,000 . As part of its cash management process, the Company performs periodic reviews of the credit standing of the financial institutions holding its cash and cash equivalents. To manage credit risk related to accounts receivable and unbilled receivables, the Company maintains an allowance for credit losses. The allowance is determined by applying a loss-rate method based on an aging schedule using the Company's historical loss rate. The Company also considers reasonable and supportable current and forecasted information in determining its estimated loss rates, such as external forecasts, macroeconomic trends, or other factors that are associated with the credit quality of the Company’s customer base. The Company did not experience any material credit losses for the three and six months ended June 30, 2023. 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: June 30, December 31, Client A 19 % 13 % Client B * 13 % * Less than 10% of total balance. In May 2023, Client A filed for voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11). As of June 30, 2023, the Company had $ 3.8 million recorded within accounts receivable, net of allowance. Client A may take actions in its Chapter 11 proceeding to terminate or renegotiate its agreements with the Company and/or seek to reduce the Company's claims for services to which it may be entitled. As of June 30, 2023, the Company expected Client A to exit Chapter 11 and continue as a going concern and client of Flywire. 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: June 30, December 31, Partner A * 12 % Partner B * 16 % Partner C 12 % 17 % Partner D 26 % 15 % * Less than 10% of total balance. During the three and six months ended June 30, 2023 and 2022, no clients accounted for 10 % or more of revenue. During the three months ended June 30, 2023, revenue from clients located in the United States and Canada (Americas), Europe, the Middle East and Africa (EMEA) and the Asia and Pacific region (APAC) in the aggregate accounted for 51.0 %, 33.6 % and 15.4 % of the Company’s total revenues, respectively. During the three months ended June 30, 2022, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 67.3 %, 27.5 % and 5.2 % of the Company’s total revenues, respectively. During the six months ended June 30, 2023, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 57.7 %, 28.0 % and 14.3 % of the Company’s total revenues, respectively. During the six months ended June 30, 2022, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 71.6 %, 23.2 % and 5.2 % of the Company’s total revenues, respectively. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 1 - Business Overview and Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to these policies during the three and six months ended June 30, 2023 |
Advertising Costs | 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 June 30, 2023 and 2022 were $ 2.0 million and $ 1.7 million, respectively. Advertising expenses for the six months ended June 30, 2023 and 2022 were $ 3.1 million and $ 2.9 million, respectively. |
Accounting Pronouncements Adopted | Recently Adopted Accounting Pronouncements The following accounting standards update (ASU) was issued by the Financial Accounting Standards Board (FASB) and adopted by Flywire as of June 30, 2023: ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting: ASU 202-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting in response to concerns about structural risks of the cessation of London Interbank Offered Rate (LIBOR). It also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The adoption of this standard did not have a material impact on Flywire's consolidated financial statements. Refer to Note 10 - Debt for additional details on the transition from the LIBOR benchmark rate to the Secured Overnight Financing Rate (SOFR) benchmark rate . |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted As of June 30, 2023, there are no new accounting pronouncements recently issued by the FASB but not yet adopted by Flywire which would be expected to have a material impact on the Company’s consolidated financial statements and disclosures. |
Business Overview and Summary_3
Business Overview and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Accounts Receivable And Funds Receivable | June 30, December 31, Client A 19 % 13 % Client B * 13 % * Less than 10% of total balance. In May 2023, Client A filed for voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11). As of June 30, 2023, the Company had $ 3.8 million recorded within accounts receivable, net of allowance. Client A may take actions in its Chapter 11 proceeding to terminate or renegotiate its agreements with the Company and/or seek to reduce the Company's claims for services to which it may be entitled. As of June 30, 2023, the Company expected Client A to exit Chapter 11 and continue as a going concern and client of Flywire. 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: June 30, December 31, Partner A * 12 % Partner B * 16 % Partner C 12 % 17 % Partner D 26 % 15 % * Less than 10% of total balance. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition [Abstract] | |
Summary of Revenue Disaggregated by Geographical Area | The following table presents revenue disaggregated by geographical area and major solutions. The categorization of revenue by geographical location is determined based on the location of where the client resides. Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Primary geographical markets Americas $ 43,296 $ 38,030 $ 103,461 $ 86,744 EMEA 28,534 15,538 50,195 28,108 APAC 13,039 2,969 25,570 6,238 Total revenue $ 84,869 $ 56,537 $ 179,226 $ 121,090 Major solutions Transactions $ 66,847 $ 41,659 $ 143,149 $ 90,346 Platform and usage-based fees 18,022 14,878 36,077 30,744 Total revenue $ 84,869 $ 56,537 $ 179,226 $ 121,090 |
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): June 30, December 31, Accounts receivable, net of allowance $ 19,284 $ 13,697 Unbilled receivables 6,779 5,268 Deferred revenue – current 2,845 5,223 Deferred revenue – non-current 46 131 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Allowance For Credit Losses | The Company maintains an allowance for credit losses for accounts receivable and unbilled receivables. Changes in the allowance for credit losses for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Allowance for credit losses at the beginning of the period $ ( 297 ) $ ( 101 ) $ ( 212 ) $ ( 106 ) Provision for expected credit losses ( 516 ) ( 53 ) ( 599 ) ( 73 ) Write-offs, net of recoveries ( 2 ) 5 ( 4 ) 30 Allowance for credit losses at the end of the period $ ( 815 ) $ ( 149 ) $ ( 815 ) $ ( 149 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | 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 June 30, 2023 and December 31, 2022 (in thousands): Measured at NAV as of June 30, 2023: Measured at Fair Value as of June 30, 2023: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 90,844 $ — $ — $ — $ 90,844 Foreign exchange contracts — — — 18 18 $ 90,844 $ — $ — $ 18 $ 90,862 Financial Liabilities: Contingent consideration $ — $ — $ — $ 42 $ 42 $ — $ — $ — $ 42 $ 42 Measured at NAV as of December 31, 2022: Measured at Fair Value as of December 31, 2022: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 9,145 $ — $ — $ — $ 9,145 $ 9,145 $ — $ — $ — $ 9,145 Financial Liabilities: Foreign exchange contracts $ — $ — $ — $ 133 $ 133 Contingent consideration — — — 1,332 1,332 $ — $ — $ — $ 1,465 $ 1,465 |
Summary of Changes in the Carrying Value of the Contingent Consideration | The following table summarizes the changes in the carrying value of the contingent consideration for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Three Months Six Months Six Months Beginning balance $ 41 $ 3,300 $ 1,332 $ 11,309 Additions — — 2 — Change in fair value — ( 880 ) 410 ( 950 ) Contingent consideration paid * — — ( 1,674 ) ( 7,844 ) Foreign currency translation adjustment 1 ( 216 ) ( 28 ) ( 311 ) Ending balance $ 42 $ 2,204 $ 42 $ 2,204 * For the six months ended June 30, 2023 and 2022, contingent consideration paid has been bifurcated between the financing and operating sections of the condensed consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section of the condensed consolidated statement of cash flows, while any excess is reported in the operating section of the condensed consolidated statement of cash flows. |
WPM [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The following table presents the unobservable inputs incorporated into the valuation of contingent consideration related to the WPM acquisition as of December 31, 2022. December 31, 2022 Market price of risk adjustment for revenue 6.7 % Revenue volatility 22.7 % Probability of successful achievement* 0 % - 100 % Performance period 1.25 years * Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. |
Schedule of Unobservable Inputs Incorporated into the Valuation of Contingent Consideration | The following table presents the unobservable inputs incorporated into the valuation of contingent consideration related to the WPM acquisition as of December 31, 2022. December 31, 2022 Market price of risk adjustment for revenue 6.7 % Revenue volatility 22.7 % Probability of successful achievement* 0 % - 100 % Performance period 1.25 years * Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. |
Cohort Go [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | December 31, 2022 Discount rate 11.2 % Probability of successful achievement * 75 % - 100 % * Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. |
Schedule of Unobservable Inputs Incorporated into the Valuation of Contingent Consideration | December 31, 2022 Discount rate 11.2 % Probability of successful achievement * 75 % - 100 % * Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands): June 30, December 31, Accrued employee compensation and related taxes $ 17,640 $ 16,944 Accrued vendor liabilities 3,589 3,104 Accrued income and other non-employee related taxes 4,916 5,001 Accrued professional services 2,182 1,723 Current portion of operating lease liabilities 1,292 1,807 Other accrued expenses and current liabilities 5,425 5,844 $ 35,044 $ 34,423 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, Computer equipment and software $ 3,305 $ 3,195 Internal-use software 15,943 13,131 Furniture and fixtures 889 892 Leasehold improvements 5,366 4,704 Construction in progress — 291 25,503 22,213 Less: Accumulated depreciation and amortization* ( 10,802 ) ( 8,896 ) $ 14,701 $ 13,317 * For the six months ended June 30, 2023, accumulated depreciation and amortization expense included $ 93 thousand of computer disposals and $ 99 thousand of foreign currency translation adjustments. For the six months ended June 30, 2022, accumulated depreciation and amortization expense included $ 2 thousand of computer disposals and $ 102 thousand of foreign currency translation adjustments. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Purchase Consideration | Cash consideration, net of cash acquired $ 17,140 Estimated fair value of shares of common stock 4,287 Estimated fair value of contingent consideration 1,695 Total purchase consideration, net of cash acquired $ 23,122 |
Summary of Fair Value Of the Assets Acquired and Liabilities Assumed | The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands): Cash $ 9,880 Accounts receivable 558 Funds receivable from payment partners 3,767 Prepaid expenses and other current assets 314 Other assets 494 Goodwill 16,197 Identifiable intangible assets 16,408 Total assets acquired 47,618 Deferred tax liabilities 5,012 Deferred revenue 264 Funds payable to clients 4,071 Accounts payable 1,740 Accrued expenses and other current liabilities 3,529 Total liabilities assumed 14,616 Net assets acquired 33,002 Less: cash acquired 9,880 Net assets, less cash acquired $ 23,122 |
Schedule of Estimated Fair Value of the Identified Intangible Assets | The following table reflects the estimated fair values of the identified intangible assets of Cohort Go and their respective weighted-average estimated amortization periods. Estimated Weighted- (in thousands) (years) Developed technology $ 5,356 7 Agent and customer relationships 11,052 13 $ 16,408 |
Summary of Unaudited Pro Forma Financial Information | Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Actual Pro Forma Actual Pro Forma (in thousands) Revenue $ 56,537 $ 61,438 $ 121,090 $ 130,091 Net Loss $ ( 23,797 ) $ ( 22,528 ) $ ( 33,946 ) $ ( 32,230 ) WPM On December 14, 2021, Flywire completed its acquisition of WPM, a leading software provider that enables seamless and secure receivables 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 to further accelerate the Company's market share in the U.K. education sector. The acquisition of WPM was accounted for as a business combination. Pursuant to the terms of the business combination agreement, the Company acquired all outstanding equity of WPM for estimated total purchase consideration of $ 59.6 million, which consisted of $ 56.1 million in cash, net of cash acquired and $ 3.5 million in estimated fair value of contingent consideration dependent upon the Company's achievement of specified minimum payment volume targets and integration targets. Certain amounts were also tied to continued employment of key employees. The Company expensed $ 0.6 million and $ 0.9 million in personnel costs associated with retention of key employees during the three and six months ended June 30, 2023, respectively. A portion of which has been paid through shares of Flywire common stock in the first half of 2023, with the remainder to be paid through shares of Flywire common stock in the second half of 2023. |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in the Carrying Amount of Goodwill | June 30, 2023 December 31, 2022 Beginning balance $ 97,766 $ 85,841 Goodwill related to acquisitions — 16,197 Foreign currency translation adjustment 1,201 ( 4,272 ) Ending balance $ 98,967 $ 97,766 |
Summary of Acquired Intangible Assets Subject to Amortization | Acquired intangible assets subject to amortization consisted of the following (dollars in thousands): June 30, 2023 Gross Accumulated Net Carrying Weighted Developed Technology $ 31,632 $ ( 18,459 ) $ 13,173 3.82 Acquired Relationships 91,587 ( 12,238 ) 79,349 10.50 $ 123,219 $ ( 30,697 ) $ 92,522 * Includes $( 2,532 ) thousand of foreign currency translation adjustments. ** Includes $ 105 thousand of foreign currency translation adjustments. December 31, 2022 Gross Accumulated Net Weighted Developed Technology $ 31,848 $ ( 15,429 ) $ 16,419 4.55 Acquired Relationships 90,612 ( 9,423 ) 81,189 10.92 Non-Compete Agreement 469 ( 461 ) 8 0.27 $ 122,929 $ ( 25,313 ) $ 97,616 |
Schedule of Estimated Annual Amortization Expense Of Intangible Assets | As of June 30, 2023, 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 Remaining of fiscal year 2023 $ 5,739 2024 10,977 2025 9,731 2026 8,967 2027 8,658 2028 8,026 Thereafter 40,424 $ 92,522 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Reserved Shares of Common Stock | As of June 30, 2023, the Company had reserved shares of common stock for future issuance as follows: June 30, 2023 Issued and outstanding stock options 10,430,580 Issued and outstanding restricted stock units 4,518,964 Available for issuance under the 2021 Equity Incentive Plan 14,956,425 Available for issuance under Employee Stock Purchase Plan 3,766,959 Available for conversion of non-voting common stock 1,873,320 35,546,248 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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 ESPP granted to employees and non-employee board members that was recorded in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Three Six Six Technology and development $ 2,399 $ 1,359 $ 3,968 $ 2,185 Selling and marketing 3,294 2,211 5,731 3,515 General and administrative 5,683 4,867 10,280 8,232 Total stock-based compensation expense $ 11,376 $ 8,437 $ 19,979 $ 13,932 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted Attributable to Common Stockholders | 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 16,813 ) $ ( 23,797 ) $ ( 20,496 ) $ ( 33,946 ) Net loss attributable to common stockholders - basic $ ( 16,813 ) $ ( 23,797 ) $ ( 20,496 ) $ ( 33,946 ) Denominator: Weighted average common shares outstanding - 111,133,221 107,426,898 110,464,092 107,085,233 Net loss per share attributable to common $ ( 0.15 ) $ ( 0.22 ) $ ( 0.19 ) $ ( 0.32 ) |
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: June 30, 2023 2022 Unvested restricted stock units 4,518,964 2,795,230 Stock options to purchase common stock 10,430,580 13,466,157 14,949,544 16,261,387 |
Business Overview and Summary_4
Business Overview and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment $ / shares shares | Jun. 30, 2022 USD ($) | May 01, 2023 USD ($) | Dec. 31, 2022 $ / shares shares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Common Stock, Shares Authorized | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Common Stock Shares Authorized Non Voting Right | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Cash, FDIC Insured Amount | $ | $ 250,000 | $ 250,000 | ||||
Advertising Expense | $ | $ 2,000,000 | $ 1,700,000 | $ 3,100,000 | $ 2,900,000 | ||
Number of Operating Segments | Segment | ||||||
Client A [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
accounts receivable, net of allowance | $ | $ 3,800,000 | |||||
Revenue Benchmark [Member] | No Client [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of revenue from customers | 10% | 10% | 10% | 10% | ||
Revenue Benchmark [Member] | Europe, the Middle East and Africa (EMEA) [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of revenue from customers | 33.60% | 27.50% | 28% | 23.20% | ||
Revenue Benchmark [Member] | Asia and Pacific (APAC) [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of revenue from customers | 15.40% | 5.20% | 14.30% | 5.20% | ||
Revenue Benchmark [Member] | United States and Canada (Americas) [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of revenue from customers | 51% | 67.30% | 57.70% | 71.60% |
Business Overview and Summary_5
Business Overview and Summary of Significant Accounting Policies - Schedule of Accounts Receivable and Funds Receivable (Details) - Customer Concentration Risk | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Funds Receivable | Partner A | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 12% | |
Funds Receivable | Partner B | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 16% | |
Funds Receivable | Partner C | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 12% | 17% |
Funds Receivable | Partner D | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 26% | 15% |
Client A | Accounts Receivable | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 19% | 13% |
Client B | Accounts Receivable | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 13% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue From Contract With Customers Disaggregated By Geographical Area And Major Solutions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 84,869 | $ 56,537 | $ 179,226 | $ 121,090 |
Transactions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 66,847 | 41,659 | 143,149 | 90,346 |
Platform And Usage-Based Fees [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 18,022 | 14,878 | 36,077 | 30,744 |
United States and Canada (Americas) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 43,296 | 38,030 | 103,461 | 86,744 |
Europe, the Middle East and Africa (EMEA) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 28,534 | 15,538 | 50,195 | 28,108 |
Asia and Pacific (APAC) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 13,039 | $ 2,969 | $ 25,570 | $ 6,238 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue Recognition [Abstract] | ||
Accounts receivable, net of allowances | $ 19,284 | $ 13,697 |
Unbilled receivables, net | 6,779 | 5,268 |
Deferred revenue | 2,845 | 5,223 |
Deferred revenue—non-current | $ 46 | $ 131 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue Recognition [Abstract] | ||||
Revenue Recognized | $ 1.5 | $ 1.6 | $ 3.7 | $ 3.6 |
Allowance For Credit Losses - S
Allowance For Credit Losses - Summary of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Receivables [Abstract] | ||||
Allowance for credit losses at the beginning of the period | $ (297) | $ (101) | $ (212) | $ (106) |
Provision for expected credit losses | (516) | (53) | (599) | (73) |
Write-offs, net of recoveries | 2 | 5 | 4 | 30 |
Allowance for credit losses at the end of the period | $ (815) | $ (149) | $ (815) | $ (149) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Financial Assets: | ||
Financial Assets | $ 90,862 | $ 9,145 |
Financial Liabilities: | ||
Foreign exchange contracts | 18 | 133 |
Contingent consideration | 42 | 1,332 |
Financial Liabilities | 42 | 1,465 |
Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | 90,844 | 9,145 |
Level 1 [Member] | ||
Financial Assets: | ||
Financial Assets | 0 | 0 |
Financial Liabilities: | ||
Foreign exchange contracts | 0 | 0 |
Contingent consideration | 0 | 0 |
Financial Liabilities | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | 0 | 0 |
Level 1 [Member] | NAV [Member] | ||
Financial Assets: | ||
Financial Assets | 90,844 | 9,145 |
Financial Liabilities: | ||
Foreign exchange contracts | 0 | 0 |
Contingent consideration | 0 | 0 |
Financial Liabilities | 0 | 0 |
Level 1 [Member] | NAV [Member] | Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | 90,844 | 9,145 |
Level 2 [Member] | ||
Financial Assets: | ||
Financial Assets | 0 | 0 |
Financial Liabilities: | ||
Foreign exchange contracts | 0 | 0 |
Contingent consideration | 0 | 0 |
Financial Liabilities | 0 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | 0 | 0 |
Level 3 [Member] | ||
Financial Assets: | ||
Financial Assets | 18 | 0 |
Financial Liabilities: | ||
Foreign exchange contracts | 18 | 133 |
Contingent consideration | 42 | 1,332 |
Financial Liabilities | 42 | 1,465 |
Level 3 [Member] | Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 14, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures Line Items [Line Items] | |||
Description of contingent consideration | Contingent consideration ending balance consists of a potential contingent consideration payment of less than $0.1 million with respect to the WPM acquisition. | ||
Common Stock, Shares, Issued | 112,229,190 | 109,790,702 | |
Contingent Consideration Payments | $ 1.7 | ||
WPM [Member] | |||
Fair Value Disclosures Line Items [Line Items] | |||
Total purchase consideration | $ 59.6 | ||
Payments to Acquire Businesses | 56.1 | ||
Estimated fair value of contingent consideration | $ 3.5 | ||
Common Stock, Shares, Issued | 225,000 | ||
WPM [Member] | Minimum [Member] | |||
Fair Value Disclosures Line Items [Line Items] | |||
Contingent Consideration Payments | $ 0.1 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Unobservable Inputs Incorporated into the Valuation of Contingent Consideration (Details) | Dec. 31, 2022 yr | |
Market Price Of Risk Adjustment For Revenue [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 | 6.7 | |
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 | 22.7 | |
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 | 0 | [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 | 75 | [2] |
Probability of successful achievement [Member] | Minimum [Member] | Cohort Go [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 11.2 | |
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 | 100 | [1] |
Probability of successful achievement [Member] | Maximum [Member] | Cohort Go [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 100 | [2] |
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 | 1.25 | |
[1] * Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Carrying Value of the Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Liabilities, Current | ||||
Contingent Consideration [Member] | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | $ 41 | $ 3,300 | $ 1,332 | $ 11,309 | |
Additions | 0 | 0 | 2 | 0 | |
Change in fair value | 0 | (880) | 410 | (950) | |
Contingent consideration paid | [1] | 0 | 0 | (1,674) | (7,844) |
Foreign Currency Translation Adjustment | 1 | (216) | (28) | (311) | |
Ending balance | $ 42 | $ 2,204 | $ 42 | $ 2,204 | |
[1] For the six months ended June 30, 2023 and 2022, contingent consideration paid has been bifurcated between the financing and operating sections of the condensed consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section of the condensed consolidated statement of cash flows, while any excess is reported in the operating section of the condensed consolidated statement of cash flows. |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) Numbers | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Numbers | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Numbers | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Current Liabilities | Accrued Expenses And Other Current Liabilities | |||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Number of derivative instruments | Numbers | 8,156 | 8,156 | 11,816 | ||
Derivatives, Notional amount | $ 35.3 | $ 35.3 | $ 54.7 | ||
Derivatives, Asset notional amount | 0.1 | 0.1 | |||
Derivative Liabilities | $ 0.1 | ||||
Dervative instrument not designated as hedging instrument, Gain Loss | $ 0.3 | $ 0.3 | $ 1 | $ 0.6 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and related taxes | $ 17,640 | $ 16,944 |
Accrued vendor liabilities | 3,589 | 3,104 |
Accrued income and other non-employee related taxes | 4,916 | 5,001 |
Accrued professional services | 2,182 | 1,723 |
Current portion of operating lease liability | 1,292 | 1,807 |
Other accrued expenses and current liabilities | 5,425 | 5,844 |
Accrued Expenses and Other Current Liabilities | $ 35,044 | $ 34,423 |
Property And Equipment, Net - S
Property And Equipment, Net - Schedule of Property Plant and Equipment ,Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 25,503 | $ 22,213 | |
Less: Accumulated depreciation and amortization | [1] | (10,802) | (8,896) |
Property, Plant and Equipment, Net | 14,701 | 13,317 | |
Computer equipment and software | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,305 | 3,195 | |
Internal-use software | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 15,943 | 13,131 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 889 | 892 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 5,366 | 4,704 | |
Construction In Progress Member | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 0 | $ 291 | |
[1] * For the six months ended June 30, 2023, accumulated depreciation and amortization expense included $ 93 thousand of computer disposals and $ 99 thousand of foreign currency translation adjustments. For the six months ended June 30, 2022, accumulated depreciation and amortization expense included $ 2 thousand of computer disposals and $ 102 thousand of foreign currency translation adjustments. |
Property And Equipment, Net -_2
Property And Equipment, Net - Schedule of Property Plant and Equipment ,Net (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Foreign Currency translation adjustments | $ 99 | $ 102 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computer disposals | $ 93 | $ 2 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 1,200 | $ 800 | $ 2,100 | $ 1,500 | ||
Accumulated depreciation property, plant, and equipment | [1] | 10,802 | 10,802 | $ 8,896 | ||
Capitalisation cost | 2,800 | 2,800 | 5,700 | |||
Carrying value of internal use software | 12,100 | 12,100 | $ 10,600 | |||
Amortization expense related to internal use software | $ 800 | $ 300 | $ 1,300 | $ 700 | ||
[1] * For the six months ended June 30, 2023, accumulated depreciation and amortization expense included $ 93 thousand of computer disposals and $ 99 thousand of foreign currency translation adjustments. For the six months ended June 30, 2022, accumulated depreciation and amortization expense included $ 2 thousand of computer disposals and $ 102 thousand of foreign currency translation adjustments. |
Business Combinations - Summary
Business Combinations - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 13, 2022 | Dec. 14, 2021 | Jun. 30, 2023 | |
Wpm [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration, net of cash acquired | $ 56,100 | ||
Estimated fair value of contingent consideration | 3,500 | ||
Total purchase consideration, net of cash acquired | $ 59,600 | ||
Cohort Go [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration, net of cash acquired | $ 17,140 | ||
Estimated fair value of shares of common stock | 4,287 | ||
Estimated fair value of contingent consideration | 1,695 | ||
Total purchase consideration, net of cash acquired | $ 23,100 | $ 23,122 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 13, 2022 | Dec. 14, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Goodwill | $ 98,967 | $ 98,967 | $ 97,766 | $ 85,841 | ||||
Amount of contingent consideration liability, Personnel Costs | 410 | $ (950) | ||||||
Business combination contingent consideration liability payable | 1,700 | 1,700 | ||||||
Increase in cash consideration | 200 | |||||||
Decrease in deferred tax liability | 1,400 | |||||||
Decrease in Goodwill | 1,200 | |||||||
WPM [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Total purchase consideration | $ 59,600 | |||||||
Cash consideration, net of cash acquired | 56,100 | |||||||
Estimated fair value of contingent consideration | $ 3,500 | |||||||
Amount of contingent consideration liability, Personnel Costs | 600 | $ 900 | ||||||
Cohort Go [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Goodwill | 16,197 | 16,197 | ||||||
Business acquisition goodwill expected tax deductible amount | 0 | 0 | ||||||
Total purchase consideration | $ 23,100 | 23,122 | ||||||
Cash consideration, net of cash acquired | 17,140 | |||||||
Estimated fair value of contingent consideration | 1,695 | |||||||
Business acquisition contingent consideration liability | $ 1,700 | |||||||
Total estimated purchase consideration | $ 33,000 | |||||||
Goodwill from acquisition | 16,200 | 16,200 | ||||||
Cohort Go [Member] | Transactions [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 4,300 | 7,800 | ||||||
Cohort Go [Member] | Platform And Usage-Based Fees [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 3,000 | $ 5,500 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of the Assests Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 13, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Other assets | $ 18,664 | $ 14,945 | ||
Goodwill | 98,967 | $ 97,766 | $ 85,841 | |
Cohort Go [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 9,880 | |||
Accounts receivable | 558 | |||
Funds receivable from payment partners | 3,767 | |||
Prepaid expenses and other current assets | 314 | |||
Other assets | 494 | |||
Goodwill | 16,197 | |||
Identifiable intangible assets | 16,408 | |||
Total assets acquired | 47,618 | |||
Deferred tax liabilities | 5,012 | |||
Deferred revenue | 264 | |||
Funds payable to clients | 4,071 | |||
Accounts payable | 1,740 | |||
Accrued expenses and other current liabilities | 3,529 | |||
Total liabilities assumed | 14,616 | |||
Net assets acquired | 33,002 | |||
Less: cash acquired | 9,880 | |||
Net assets, less cash acquired | $ 23,100 | $ 23,122 |
Business Combinations - Schedul
Business Combinations - Schedule of Estimated Fair Value of the Identified Intangible Assets (Details) - Cohort Go [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 16,408 |
Developed Technology [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 5,356 |
Weighted-Average Estimated Amortization Periods | 7 years |
Agent and customer relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 11,052 |
Weighted-Average Estimated Amortization Periods | 13 years |
Business Combinations - Summa_3
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 84,869 | $ 56,537 | $ 179,226 | $ 121,090 |
Net loss | $ (16,813) | (23,797) | $ (20,496) | (33,946) |
Cohort Go [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 56,537 | 121,090 | ||
Net loss | (23,797) | (33,946) | ||
Business Acquisitions Pro Forma Revenue | 61,438 | 130,091 | ||
Business Acquisitions Pro Forma Net Income Loss | $ (22,528) | $ (32,230) |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets -Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 97,766 | $ 85,841 |
Goodwill related to acquisitions | 0 | 16,197 |
Foreign currency translation adjustment | 1,201 | (4,272) |
Ending balance | $ 98,967 | $ 97,766 |
Goodwill And Acquired Intangi_4
Goodwill And Acquired Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 3 | $ 2.2 | $ 5.8 | $ 4.3 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | ||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value* | $ 123,219 | [1] | $ 122,929 | [2] | |
Accumulated Amortization | (30,697) | [3] | (25,313) | [4] | |
Net Carrying Amount | 92,522 | 97,616 | |||
Developed Technology [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value* | 31,632 | [1] | 31,848 | [2] | |
Accumulated Amortization | (18,459) | [3] | (15,429) | [4] | |
Net Carrying Amount | $ 13,173 | $ 16,419 | |||
Weighted Average Remaining Life (Years) | 3 years 9 months 25 days | 4 years 6 months 18 days | |||
Acquired Relationships Member | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value* | $ 91,587 | [1] | $ 90,612 | [2] | |
Accumulated Amortization | (12,238) | [3] | (9,423) | [4] | |
Net Carrying Amount | $ 79,349 | $ 81,189 | |||
Weighted Average Remaining Life (Years) | 10 years 6 months | 10 years 11 months 1 day | |||
Noncompete Agreements [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value* | [2] | $ 469 | |||
Accumulated Amortization | [4] | (461) | |||
Net Carrying Amount | $ 8 | ||||
Weighted Average Remaining Life (Years) | 3 months 7 days | ||||
[1] * Includes $( 2,532 ) thousand of foreign currency translation adjustments. * Includes $( 3,416 ) thousand of foreign currency translation adjustments. ** Includes $ 105 thousand of foreign currency translation adjustments. ** Includes $ 154 thousand of foreign currency translation adjustments. |
Goodwill And Acquired Intangi_6
Goodwill And Acquired Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Foreign Currency translation adjustments | $ 99 | $ 102 | |
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Foreign Currency translation adjustments | (2,532) | $ (3,416) | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Foreign Currency translation adjustments | $ 105 | $ 154 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets - Schedule of Estimated Annual Amortization Expense Of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining of fiscal year 2023 | $ 5,739 | |
2024 | 10,977 | |
2025 | 9,731 | |
2026 | 8,967 | |
2027 | 8,658 | |
2028 | 8,026 | |
Thereafter | 40,424 | |
Net Carrying Amount | $ 92,522 | $ 97,616 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 28, 2022 | Jul. 29, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||
Debt Issuance Costs, Net | $ 300 | ||||||
Debt Discount | 100 | ||||||
Interest Expense | $ 78 | $ 266 | $ 181 | $ 484 | |||
Amortization of Debt Issuance Costs and Discounts | $ 100 | $ 100 | $ 100 | $ 200 | |||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Debt | 25,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Secured revolving credit, total commitment | $ 50,000 | 50,000 | |||||
Letter Of Credit Sub Facility Included In Borrowings | 5,000 | ||||||
Swingline Sub Facility Included In Borrowing | 5,000 | ||||||
Line of Credit Facility, Interest Rate Description | ABR loans borne interest at the ABR plus the applicable rate. Eurodollar Borrowings borne interest at the Adjusted LIBOR for the interest period plus the applicable rate. The ABR rate was based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted LIBOR for a one-month interest period, plus 1%. The adjusted LIBOR was based on (x) the LIBOR for such interest period, multiplied by (y) the Statutory Reserve Rate. The applicable rate was based upon the Company’s liquidity as of the most recent consolidated financial information and ranged 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. | ||||||
Amount Withdrawn On Revolving Credit Facility | $ 25,900 | ||||||
Line of Credit Facility, Average Outstanding Amount | $ 25,900 | $ 0 | $ 0 | ||||
Revolving Credit Facility | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||||
Line of Credit Facility, Interest Rate During Period | 0.75% | ||||||
Revolving Credit Facility | Minimum [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 0.75% | ||||||
Revolving Credit Facility | Minimum [Member] | Spread Adjustment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 0.11448% | ||||||
Revolving Credit Facility | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | ||||||
Line of Credit Facility, Interest Rate During Period | 2.25% | ||||||
Revolving Credit Facility | Maximum [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 2.25% | ||||||
Revolving Credit Facility | Maximum [Member] | Spread Adjustment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 0.71513% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure - Stockholder's Equity - 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 | 10,000,000 |
Common Stock Par Or Stated Value Per Share Non Voting Right | $ 0.0001 | $ 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% | |
Percentage Required of Voting Securities of The Without Giving Effect To The Shares of Non-Voting Common Stock Transferred By The Holder | 50% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Reserved Shares of Common Stock (Details) | Jun. 30, 2023 shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 35,546,248 |
Share-based Payment Arrangement, Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 10,430,580 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 4,518,964 |
2021 Equity Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 14,956,425 |
Employee Stock Purchase Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 3,766,959 |
Available for conversion of non voting stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reserved shares of common stock for future issuance | 1,873,320 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
May 31, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | May 28, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved shares of common stock for future issuance | 35,546,248 | 35,546,248 | |||
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP | $ 15,600 | $ 15,600 | |||
Unrecognised compensation expense,expected to be recognised over a weighted average period | 1 year 8 months 23 days | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 35,546,248 | 35,546,248 | |||
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 | $ 100,000 | $ 100,000 | |||
Unrecognised compensation expense,expected to be recognised over a weighted average period | 3 years 3 months 29 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved shares of common stock for future issuance | 4,518,964 | 4,518,964 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 4,518,964 | 4,518,964 | |||
Restricted stock units awarded to covering an aggregate of shares of common stock | 123,251 | 2,536,481 | |||
Share-based Payment Arrangement, Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved shares of common stock for future issuance | 10,430,580 | 10,430,580 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 10,430,580 | 10,430,580 | |||
2009 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option granted under plan,Expiration period | 10 years | ||||
2021 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved shares of common stock for future issuance | 14,956,425 | 14,956,425 | 19,988,330 | ||
Stock option granted under plan,Vesting period | 4 years | ||||
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP | $ 0 | $ 0 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 14,956,425 | 14,956,425 | 19,988,330 | ||
Two Thousand and Twenty One Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved shares of common stock for future issuance | 3,766,959 | 3,766,959 | 3,797,245 | ||
Share based compensation arrangement by share based payment award price at which common stock is purchased,Percent | 85% | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,766,959 | 3,766,959 | 3,797,245 |
Stock-Based Compensation - Summ
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 11,376 | $ 8,437 | $ 19,979 | $ 13,932 |
Technology and development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Expense | 2,399 | 1,359 | 3,968 | 2,185 |
Selling and Marketing Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Expense | 3,294 | 2,211 | 5,731 | 3,515 |
General and Administrative Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 5,683 | $ 4,867 | $ 10,280 | $ 8,232 |
Net Loss per Share - Schedule o
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss | $ (16,813) | $ (23,797) | $ (20,496) | $ (33,946) |
Net loss attributable to common stockholders - basic and diluted | $ (16,813) | $ (23,797) | $ (20,496) | $ (33,946) |
Denominator: | ||||
Weighted average common shares outstanding - basic | 111,133,221 | 107,426,898 | 110,464,092 | 107,085,233 |
Weighted average common shares outstanding - diluted | 111,133,221 | 107,426,898 | 110,464,092 | 107,085,233 |
Net loss per share attributable to common stockholders - basic | $ (0.15) | $ (0.22) | $ (0.19) | $ (0.32) |
Net loss per share attributable to common stockholders - diluted | $ (0.15) | $ (0.22) | $ (0.19) | $ (0.32) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,949,544 | 16,261,387 |
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 | 4,518,964 | 2,795,230 |
Stock options to purchase common stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,430,580 | 13,466,157 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Contingency [Line Items] | ||||
Provision for income taxes | $ 1,107 | $ 1,078 | $ 1,524 | $ 1,578 |
Provision For Income Tax | ||||
Income Tax Contingency [Line Items] | ||||
Provision for income taxes | $ 1,100 | $ 1,100 | $ 1,500 | $ 1,600 |