Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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, $0.0001 par value per share | |
Trading Symbol | FLYW | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0690799 | |
Entity Address, Address Line One | 141 Tremont St #10 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02111 | |
City Area Code | 617 | |
Local Phone Number | 329-4524 | |
Voting Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 122,327,674 | |
Nonvoting Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,873,320 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 619,014 | $ 654,608 |
Accounts receivable, net of allowance of $498 and $507, respectively | 19,688 | 18,215 |
Unbilled receivables, net of allowance of $18 and $27, respectively | 7,995 | 10,689 |
Funds receivable from payment partners | 76,231 | 113,945 |
Prepaid expenses and other current assets | 16,222 | 18,227 |
Total current assets | 739,150 | 815,684 |
Property and equipment, net | 15,588 | 15,134 |
Intangible assets, net | 103,421 | 108,178 |
Goodwill | 119,720 | 121,646 |
Other assets | 20,836 | 19,089 |
Total assets | 998,715 | 1,079,731 |
Current liabilities: | ||
Accounts payable | 15,385 | 12,587 |
Funds payable to clients | 124,111 | 210,922 |
Accrued expenses and other current liabilities | 37,385 | 43,315 |
Deferred revenue | 5,619 | 6,968 |
Total current liabilities | 182,500 | 273,792 |
Deferred tax liabilities | 14,587 | 15,391 |
Other liabilities | 4,643 | 4,431 |
Total liabilities | 201,730 | 293,614 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; and no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Voting common stock, $0.0001 par value; 2,000,000,000 shares authorized as of March 31, 2024 and December 31, 2023; XXX,XXX,XXX shares issued and XXX,XXX,XXX shares outstanding as of March 31, 2024; 123,010,207 shares issued and 120,695,162 shares outstanding as of December 31, 2023 | 11 | 11 |
Non-voting common stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 1,873,320 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 1 | 1 |
Treasury voting common stock, 2,300,541 and 2,315,045 shares as of March 31, 2024 and December 31, 2023, respectively, held at cost | (742) | (747) |
Additional paid-in capital | 977,743 | 959,302 |
Accumulated other comprehensive (loss) income | (41) | 1,320 |
Accumulated deficit | (179,987) | (173,770) |
Total stockholders' equity | 796,985 | 786,117 |
Total liabilities and stockholders' equity | $ 998,715 | $ 1,079,731 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance for credit loss, current | $ 498 | $ 507 |
Allowance for unbilled receivables current | $ 18 | $ 27 |
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 | 124,555,591 | 123,010,207 |
Common Stock, Shares, Outstanding | 122,255,050 | 120,695,162 |
Common Stock Par Or Stated Value Per Share Non Voting Right | $ 0.0001 | |
Common Stock Shares Authorized Non Voting Right | 10,000,000 | |
Treasury Stock Common Shares | 2,300,541 | 2,315,045 |
Nonvoting Common Stock | ||
Common Stock Par Or Stated Value Per Share Non Voting Right | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized Non Voting Right | 10,000,000 | 10,000,000 |
Common Stock Shares Issued Non Voting Right | 1,873,320 | 1,873,320 |
Common Stock Shares Outstanding Non Voting Right | 1,873,320 | 1,873,320 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 114,103 | $ 94,357 |
Costs and operating expenses: | ||
Payment processing services costs | 41,650 | 33,855 |
Technology and development | 16,737 | 14,523 |
Selling and marketing | 30,083 | 24,434 |
General and administrative | 31,596 | 28,113 |
Total costs and operating expenses | 120,066 | 100,925 |
Loss from operations | (5,963) | (6,568) |
Other income (expense): | ||
Interest expense | (142) | (103) |
Interest income | 5,879 | 1,935 |
(Loss) gain from remeasurement of foreign currency | (4,376) | 1,470 |
Total other income (expense), net | 1,361 | 3,302 |
Loss before provision for income taxes | (4,602) | (3,266) |
Provision for income taxes | 1,615 | 417 |
Net loss | (6,217) | (3,683) |
Foreign currency translation adjustment | (1,361) | (367) |
Comprehensive loss | (7,578) | (4,050) |
Net loss attributable to common stockholders - basic | (6,217) | (3,683) |
Net loss attributable to common stockholders - diluted | $ (6,217) | $ (3,683) |
Net loss per share attributable to common stockholders - basic | $ (0.05) | $ (0.03) |
Net loss per share attributable to common stockholders - diluted | $ (0.05) | $ (0.03) |
Weighted average common shares outstanding - basic | 123,143,343 | 109,787,528 |
Weighted average common shares outstanding - diluted | 123,143,343 | 109,787,528 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock Nonvoting Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
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 | 2,144 | 2,144 | |||||
Issuance of common stock upon exercise of stock options, Shares | 590,254 | ||||||
Issuance of common stock upon settlement of restricted stock units, shares | 578,477 | ||||||
Issuance of common stock under employee stock purchase plan | 864 | 864 | |||||
Issuance of common stock under employee stock purchase plan, shares | 55,232 | ||||||
Issuance of common stock for retention bonus | 700 | 700 | |||||
Issuance of common stock for retention bonus, shares | 28,332 | ||||||
Foreign currency translation adjustment | (367) | (367) | |||||
Stock-based compensation | 8,603 | 8,603 | |||||
Net Income (Loss) | (3,683) | (3,683) | |||||
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) | ||||
Balance at Dec. 31, 2023 | 786,117 | $ 11 | $ 1 | $ (747) | 959,302 | 1,320 | (173,770) |
Balance, Shares at Dec. 31, 2023 | 123,010,207 | 1,873,320 | (2,315,045) | ||||
Issuance of common stock upon exercise of stock options | 1,617 | 1,617 | |||||
Issuance of common stock upon exercise of stock options, Shares | 710,700 | ||||||
Issuance of common stock upon settlement of restricted stock units, shares | 748,622 | ||||||
Issuance of common stock under employee stock purchase plan | 1,415 | 1,415 | |||||
Issuance of common stock under employee stock purchase plan, shares | 71,896 | ||||||
Issuance of common stock for retention bonus | 324 | 324 | |||||
Issuance of common stock for retention bonus, shares | 14,166 | ||||||
Issuance of Treasury Stock Share | 14,504 | ||||||
Issuance Of Treasury Stock Value | $ 5 | (5) | |||||
Foreign currency translation adjustment | (1,361) | (1,361) | |||||
Stock-based compensation | 15,090 | 15,090 | |||||
Net Income (Loss) | (6,217) | (6,217) | |||||
Balance at Mar. 31, 2024 | $ 796,985 | $ 11 | $ 1 | $ (742) | $ 977,743 | $ (41) | $ (179,987) |
Balance, Shares at Mar. 31, 2024 | 124,555,591 | 1,873,320 | (2,300,541) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (6,217,000) | $ (3,683,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,259,000 | 3,731,000 |
Stock-based compensation expense | 14,842,000 | 8,603,000 |
Amortization of deferred contract costs | 242,000 | 109,000 |
Change in fair value of contingent consideration | (478,000) | 410,000 |
Deferred tax benefit | (643,000) | (620,000) |
Provision for uncollectible accounts | (16,000) | 83,000 |
Non-cash interest expense | 92,000 | 72,000 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (1,457,000) | (4,324,000) |
Unbilled receivables | 2,694,000 | 1,247,000 |
Funds receivable from payment partners | 37,714,000 | 34,323,000 |
Prepaid expenses, other current assets and other assets | 1,863,000 | (828,000) |
Funds payable to clients | (86,810,000) | (60,343,000) |
Accounts payable, accrued expenses and other current liabilities | (2,489,000) | 2,780,000 |
Contingent consideration | 0 | (467,000) |
Other liabilities | (340,000) | (413,000) |
Deferred revenue | (1,349,000) | (1,526,000) |
Net cash used in operating activities | (38,093,000) | (20,846,000) |
Cash flows from investing activities: | ||
Capitalization of internally developed software | (1,259,000) | (1,368,000) |
Purchases of property and equipment | (255,000) | (481,000) |
Net cash used in investing activities | (1,514,000) | (1,849,000) |
Cash flows from financing activities: | ||
Contingent consideration paid for acquisitions | 0 | (1,207,000) |
Payment of long-term debt issuance costs | (783,000) | 0 |
Proceeds from the issuance of stock under Employee Stock Purchase Plan | 1,415,000 | 864,000 |
Proceeds from exercise of stock options | 1,617,000 | 2,144,000 |
Net cash provided by (used in) financing activities | 2,249,000 | 1,801,000 |
Effect of exchange rates changes on cash and cash equivalents | 1,764,000 | (1,202,000) |
Net decrease in cash, cash equivalents and restricted cash | (35,594,000) | (22,096,000) |
Cash, cash equivalents and restricted cash, beginning of period | 654,608,000 | 351,177,000 |
Cash, cash equivalents and restricted cash, end of period | 619,014,000 | 329,081,000 |
Supplemental disclosures of cash flow and noncash information | ||
Purchase of property and equipment in accounts payable | 11,000 | 27,000 |
Issuance of common stock upon settlement of restricted stock units | 19,883,000 | 14,894,000 |
Issuance of common stock for retention bonus | 324,000 | 700,000 |
Cash, cash equivalents and restricted cash | 619,014,000 | 329,081,000 |
Cash and Cash Equivalents | ||
Cash flows from financing activities: | ||
Cash, cash equivalents and restricted cash, end of period | 619,014,000 | 327,081,000 |
Supplemental disclosures of cash flow and noncash information | ||
Cash, cash equivalents and restricted cash | 619,014,000 | 327,081,000 |
Restricted Cash | ||
Cash flows from financing activities: | ||
Cash, cash equivalents and restricted cash, end of period | 0 | 2,000,000 |
Supplemental disclosures of cash flow and noncash information | ||
Cash, cash equivalents and restricted cash | $ 0 | $ 2,000,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,217) | $ (3,683) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b-5 Trading Plans On February 29, 2024 , 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 285,548 shares of common stock pursuant to the terms of the plan. The plan is effective through June 15, 2025 unless earlier terminated in accordance with the terms of the plan. |
Robert Orgel [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Orgel |
Title | President and Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 29, 2024 |
Aggregate Available | 285,548 |
Business Overview and Summary o
Business Overview and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 16 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. 2023 Follow-On Public Offering On August 9, 2023, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, as the Representative of the several Underwriters, in connection with the offer and sale of 8,000,000 shares of voting common stock, at a price to the public of $ 32.00 per share (the Primary Offering). In addition, pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 1,200,000 additional shares of common stock (the Option). The Primary Offering closed on August 14, 2023 and on September 12, 2023, the Underwriters exercised the Option in part and purchased an additional 500,000 shares of voting common stock at a price to the public of $ 32.00 per share (the Public Offering). The Company received $ 260.1 million in net proceeds from the Public Offering, after deducting underwriting discounts and commissions of $ 10.9 million and other offering costs of $ 1.1 million. 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 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 months ended March 31, 2024, are not necessarily indicative of results to be expected for the year ended December 31, 2024, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2023. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from the interim unaudited condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 Inflation Inflation did not have a material effect on the Company's cash flows and results of operations during the three months ended March 31, 2024. 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. Our cash equivalents include money market funds, which are AAA-rated and comprised of liquid, high quality debt securities issued by the U.S. government. The Company's cash and cash equivalents deposited with the 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. Additionally, to mitigate credit risk associated with financial institutions, the Company diversifies its cash and cash equivalents across multiple financial institutions and U.S. Treasury Money Market Funds. U.S. Treasuries, by their nature, create a concentration of credit risk with the US Government. Our access to our cash and cash equivalents and client funds could be significantly impacted in volatile markets given our concentration in government money market funds. 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 months ended March 31, 2024. 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 of March 31, 2024 and December 31, 2023, there was no client that represented 10% or more of accounts receivable, net. Funds receivable from payment partners consist primarily of cash held by the Company’s global payment processing partners that have not yet been remitted to the Company. Significant partners are those that represent 10% or more of funds receivable from payment partners as set forth in the following table: March 31, December 31, 2024 2023 Partner A * 14 % Partner B 11 % 15 % Partner C 11 % 13 % Partner D * 11 % Partner E 38 % 20 % ______________________ * Less than 10% of total balance. During the three months ended March 31, 2024 and 2023, no client accounted for 10 % or more of total revenue. During the three months ended March 31, 2024, 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 50.7 %, 31.7 % and 17.6 % of the Company’s total revenues, respectively. During the three months ended March 31, 2023, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 63.8 %, 23.0 % and 13.2 % 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, 2023. There have been no material changes to these policies during the three months ended March 31, 2024. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising expenses for the three months ended March 31, 2024 and 2023 were $ 1.6 million and $ 1.1 million, respectively. Recently Adopted Accounting Pronouncements As of March 31, 2024 and for the period then ended, there were no recently adopted Accounting Standards Update (ASUs) that had a material effect on the Company’s condensed consolidated financial statements and disclosures. Accounting Pronouncements Not Yet Adopted The following ASUs were issued by the Financial Accounting Standards Board but not yet adopted by Flywire as of March 31, 2024: ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 also enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable and contains other disclosure requirements. ASU 2023-07 is effective for Flywire for the annual period beginning on January 1, 2024 and interim periods beginning on January 1, 2025. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: ASU 2023-09 requires public business entities to disclose on an annual basis additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU 2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for the Company for the annual period beginning on January 1, 2025. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis. However, companies have the option to apply the standard retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, (in thousands) 2024 2023 Primary geographical markets Americas $ 57,866 $ 60,165 EMEA 36,160 21,661 APAC 20,077 12,531 Total revenue $ 114,103 $ 94,357 Major solutions Transactions $ 95,200 $ 76,302 Platform and other revenues 18,903 18,055 Total revenue $ 114,103 $ 94,357 Contract Balances from Contracts with Clients The following table provides information about accounts receivable, unbilled receivables and deferred revenue from contracts with clients (in thousands): March 31, December 31, Accounts receivable, net $ 19,688 $ 18,215 Unbilled receivables, net 7,995 10,689 Deferred revenue – current 5,619 6,968 Deferred revenue – non-current 169 169 For the three months ended March 31, 2024 and 2023, the Company recognized $ 3.1 million and $ 2.2 million in revenue from amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively. Remaining Performance Obligations The Company has performance obligations associated with certain clients' contracts for future services that have not yet been recognized as revenue. As of March 31, 2024, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied, including deferred revenue, was approximately $ 13.3 million. Of the total remaining performance obligations, the Company expects to recognize approximately 54.0 % within a year and 46.0 % over the next two to five years thereafter. Actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. 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 March 31, 2024 and December 31, 2023 (in thousands): Measured at NAV as of Measured at Fair Value as of March 31, 2024: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 391,542 $ — $ — $ — $ 391,542 $ 391,542 $ — $ — $ — $ 391,542 Financial Liabilities: Foreign exchange contracts $ — $ — $ — $ 10 $ 10 Contingent consideration — — — 2,281 2,281 $ — $ — $ — $ 2,291 $ 2,291 Measured at NAV as of December 31, 2023: Measured at Fair Value as of December 31, 2023: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 372,912 $ — $ — $ — $ 372,912 Foreign exchange contracts — — — 16 16 $ 372,912 $ — $ — $ 16 $ 372,928 Financial Liabilities: Contingent consideration $ — $ — $ — $ 2,882 $ 2,882 $ — $ — $ — $ 2,882 $ 2,882 During the three months ended March 31, 2024 and year ended December 31, 2023, there were no transfers between Level 1, Level 2 or Level 3. Contingent consideration Learning Information Systems Pty Ltd. (StudyLink) The fair value of the contingent consideration related to the revenue milestone was determined using an option pricing model and the fair value of the contingent consideration related to volume of money movement, the cross-selling and engineering implementation milestones was determined using a scenario-based method. Refer to Note 7 - Business Combinations for additional details on the StudyLink acquisition. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration as of March 31, 2024 and December 31, 2023. March 31, December 31, Discount rate 7.0 % - 7.7 % 7.4 % - 7.5 % Probability of successful achievement * 0 % - 100 % 29 % - 95 % _____________________________ * Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively. Increases or decreases in any of the probabilities of success in which the revenue, volume, cross-selling and the engineering implementation milestones are expected to be achieved would result in higher or lower 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. The following table summarizes the changes in the carrying value of the contingent consideration for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Beginning balance $ 2,882 $ 1,332 Additions — 2 Change in fair value ( 478 ) 410 Contingent consideration paid * — ( 1,674 ) Foreign currency translation adjustment ( 123 ) ( 29 ) Ending balance $ 2,281 $ 41 * For the three months ended March 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 4. 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 condensed consolidated balance sheets and is not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments. The notional amount is generally not exchanged but is used only as the underlying basis on which the value of foreign exchange payments under these contracts is determined. As of March 31, 2024 and December 31, 2023, the Company had 8,404 and 12,737 open foreign exchange contracts, respectively. As of March 31, 2024 and December 31, 2023, the Company had foreign currency forward contracts outstanding with a notional amount of $ 23.6 million and $ 36.1 million, respectively. The Company records all derivative instruments in the condensed consolidated balance sheets at their fair values. For the three months ended March 31, 2024, the Company recorded a liability of less than $ 0.1 million and for the year ended December 31, 2023, the Company recorded an asset of less than $ 0.1 million related to outstanding foreign exchange contracts. The Company recognized a gain of less than $ 0.1 million and a loss of $ 1.3 million during the three months ended March 31, 2024 and 2023, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands): March 31, December 31, Accrued employee compensation and related taxes $ 15,287 $ 19,748 Accrued vendor liabilities 3,147 4,193 Accrued income and other non-employee related taxes 7,622 6,270 Accrued professional services 1,694 2,139 Current portion of operating lease liabilities 1,372 1,465 Other accrued expenses and current liabilities 8,263 9,500 $ 37,385 $ 43,315 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6. Property and Equipment, net Property and equipment, net consisted of the following as of the dates presented (in thousands): March 31, December 31, Computer equipment and software $ 3,730 $ 3,681 Internal-use software 19,590 18,135 Furniture and fixtures 902 912 Leasehold improvements 5,390 5,431 29,612 28,159 Less: Accumulated depreciation and amortization* ( 14,024 ) ( 13,025 ) $ 15,588 $ 15,134 * For the three months ended March 31, 2024, accumulated depreciation and amortization expense included $( 140 ) thousand of computer disposals and $( 117 ) thousand of foreign currency translation adjustments. For the three months ended March 31, 2023, accumulated depreciation and amortization expense included $( 84 ) thousand of computer disposals and $( 31 ) thousand of foreign currency translation adjustments. Depreciation of property and equipment and amortization of internal-used software for the three months ended March 31, 2024 and 2023 was $ 1.3 million and $ 0.9 million, respectively. The Company capitalized $ 1.5 million and $ 1.4 million in costs related to internal-use software during the three months ended March 31, 2024 and 2023, respectively. Software developed for internal use is amortized on a straight-line basis over its estimated useful life of five years. As of March 31, 2024 and December 31, 2023, the carrying value of internal-use software was $ 13.3 million and $ 12.7 million, respectively. Amortization expense related to internal-use software was $ 0.9 million and $ 0.5 million during the three months ended March 31, 2024 and 2023, respectively. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | Note 7. Business Combinations StudyLink On November 3, 2023, Flywire, through one if its Australian subsidiaries Flywire Pacific Pty Ltd., acquired all of the issued and outstanding shares of StudyLink, an Australian-based software as a service (SaaS) education company that provides platforms to education providers to support their student admissions systems and processes, including features such as eligibility assessment, offer generation, recruitment agent and commission management and acceptance processing. The acquisition of StudyLink was intended to accelerate the Company's growth in the Australian higher education market and enhance the Company's value proposition to payers, universities and agents in the higher education ecosystem. The acquisition of StudyLink has been accounted for as a business combination. During the first quarter of 2024, the Company completed its purchase accounting and recorded an immaterial net working capital adjustment. Pursuant to the terms of the business combination agreement, the Company acquired StudyLink for estimated total purchase consideration of approximately $ 37.6 million or $ 35.5 million, net of cash acquired, which consisted of (in thousands): Cash consideration, net of cash acquired $ 32,764 Estimated fair value of contingent consideration 2,701 Total purchase consideration, net of cash acquired $ 35,465 Contingent consideration, which totals up to approximately $ 2.7 million, represents additional payments that Flywire may be required to make in the future which are dependent upon StudyLink's successful achievement of revenue, volume, cross-selling and engineering implementation milestones and is subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. A portion of contingent consideration can be paid in the form of cash or shares of common stock, at the Company's option. Additional payments in the form of shares of common stock will be made based on the continuing employment of a key employee; accordingly, the fair value of $ 2.4 million, or approximately 84,000 shares of common stock, have been excluded from the purchase consideration. These shares were fixed on the date of acquisition and payable only in common stock, therefore are equity-classified. During the three months ended March 31, 2024, the Company expensed $ 0.3 million in stock-based compensation associated with retention of the key employee. The stock-based compensation expense is included in the Company’s condensed consolidated statements of operations and comprehensive loss and additional paid-in capital on the condensed consolidated balance sheet. The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands): Cash $ 2,108 Accounts receivable 2,762 Prepaid expenses and other current assets 432 Other assets 193 Goodwill 20,705 Identifiable intangible assets 19,553 Total assets acquired 45,753 Deferred tax liabilities 2,663 Deferred revenue 2,654 Accounts payable 859 Accrued expenses and other current liabilities 2,004 Total liabilities assumed 8,180 Net assets acquired 37,573 Less: cash acquired 2,108 Net assets, less cash acquired $ 35,465 Goodwill arising from the acquisition of $ 20.7 million was attributable to the assembled workforce of StudyLink and the synergies expected to arise from the acquisition. No goodwill from this acquisition will be deductible for income tax purposes. The following table reflects the fair values of the identified intangible assets of StudyLink and their respective weighted-average estimated amortization periods. Estimated Fair Weighted-Average (in thousands) (years) Developed technology $ 7,397 7 Customer relationships 12,027 14 Trade Name/Trademark 129 2 $ 19,553 The results of StudyLink have been included in the condensed consolidated financial statements since the date of the acquisition. StudyLink contributed $ 2.1 million in platform revenue during the three months ended March 31, 2024. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the condensed 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 months ended March 31, 2023 as if the acquisition had occurred on January 1, 2022. 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 StudyLink. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and StudyLink. The pro forma adjustments include: • incremental amortization expense associated with the estimated fair value of identified intangible assets; • incremental employee compensation expense for StudyLink employees; • transaction costs; and • the estimated tax impact of the above items. Three Months Ended March 31, 2023 Actual Pro Forma (in thousands) Revenue $ 94,357 $ 96,164 Net Loss $ ( 3,683 ) $ ( 4,058 ) |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note 8. 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): March 31, December 31, Beginning balance $ 121,646 $ 97,766 Goodwill related to acquisitions — 20,705 Foreign currency translation adjustment ( 1,926 ) 3,175 Ending balance $ 119,720 $ 121,646 Acquired Intangible Assets Acquired intangible assets subject to amortization consisted of the following (dollars in thousands): March 31, 2024 Gross Carrying Accumulated Net Carrying Weighted Developed Technology $ 39,037 $ ( 22,646 ) $ 16,391 4.53 Acquired Relationships 102,745 ( 15,823 ) 86,922 10.79 Trade Name/Trademark 130 ( 22 ) 108 1.67 $ 141,912 $ ( 38,491 ) $ 103,421 * Includes $( 2,571 ) thousand of foreign currency translation adjustments. ** Includes $ 91 thousand of foreign currency translation adjustments. December 31, 2023 Gross Carrying Accumulated Net Carrying Weighted Developed Technology $ 39,624 $ ( 21,446 ) $ 18,178 4.71 Acquired Relationships 104,007 ( 14,143 ) 89,864 11.04 Trade Name/Trademark 136 — 136 1.83 $ 143,767 $ ( 35,589 ) $ 108,178 * Includes $( 750 ) thousand of foreign currency translation adjustments. ** Includes $( 41 ) thousand of foreign currency translation adjustments. Amortization expense for the three months ended March 31, 2024 and 2023 was $ 2.9 million and $ 2.8 million, respectively. As of March 31, 2024, 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 2024 $ 8,864 2025 12,064 2026 11,335 2027 10,765 2028 10,422 2029 9,598 Thereafter 40,373 $ 103,421 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt 2024 Revolving Credit Facility On February 23, 2024, the Company entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $ 125.0 million. The 2024 Revolving Credit Facility provides for an incremental facility in an amount equal to $ 50.0 million plus 100% of Consolidated Adjusted EBITDA based on the most recent consolidated financial information. In addition, the 2024 Revolving Credit Facility includes a $ 10.0 million letter of credit sub-facility and a $ 5.0 million swingline sub-facility, with available borrowings under the 2024 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2024 Revolving Credit Facility is guaranteed by Flywire’s current and future material domestic subsidiaries. The 2024 Revolving Credit Facility replaces the three-year senior secured revolving credit syndication loan (2021 Revolving Credit Facility) of $ 50.0 million entered into in July 2021, under which $ 50.0 million was available to Flywire as of December 31, 2023. Three of the lenders under the 2024 Revolving Credit Facility were existing lenders under the 2021 Revolving Credit Facility. In connection with the 2024 Revolving Credit Facility, the Company incurred debt issuance costs of $ 0.8 million. Debt issuance costs related to the 2024 Revolving Credit Facility 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. Debt issuance costs of $ 0.1 million related to the 2021 Revolving Credit Facility will continue to be amortized on a straight-line basis over the contractual term of the new agreement and are presented as a component of other assets on the Company's condensed consolidated balance sheets. The exchange of the 2021 Revolving Credit Facility with the 2024 Revolving Credit Facility from the same lenders was accounted for as a modification. The 2024 Revolving Credit Facility consists of Alternate Base Rate (ABR) borrowings or Term Secured Overnight Financing Rate (SOFR) borrowings, at the Company’s option. ABR borrowings bear interest at the ABR plus the applicable rate. Term SOFR 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 equal to the sum of (a) Term SOFR for such interest period, plus (b) the SOFR adjustment of 0.10%. The applicable rate is based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information and ranges from 1.0 % to 2.5 %. The 2024 Revolving Credit Facility incurs a commitment fee ranging from 0.25 % to 0.35 % based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information assessed on the average available commitment. The 2024 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 2024 Revolving Credit Facility becoming immediately due and payable and termination of the commitments. The Company was in compliance with all covenants associated with the 2024 Revolving Credit Facility as of March 31, 2024. 2021 Revolving Credit Facility On July 29, 2021, the Company entered into the 2021 Revolving Credit Facility with three banks for a total commitment of $ 50.0 million. The 2021 Revolving Credit Facility included a $ 5.0 million letter of credit sub-facility and a $ 5.0 million swingline sub-facility, with available borrowings under the 2021 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2021 Revolving Credit Facility was guaranteed by Flywire’s material domestic subsidiaries. The 2021 Revolving Credit Facility consisted of ABR loans or Eurodollar Borrowings, at the Company’s option. On June 23, 2023, the Company executed the First Amendment to the 2021 Revolving Credit Facility to transition determination of the interest rate from the LIBOR benchmark rate to the SOFR benchmark rate effective June 30, 2023. As of March 31, 2024 and December 31, 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility or the 2021 Revolving Credit Facility. Interest expense for each of the three months ended March 31, 2024 and 2023 was $ 0.1 million. Included in interest expense for each of the three months ended March 31, 2024 and 2023 is less than $ 0.1 million of amortization of debt issuance costs. Letter of Credit As of March 31, 2024 and December 31, 2023, the Company had an outstanding and unused letter of credit in the amount of approximately $ 2.6 million and $ 0.7 million, respectively, for the purpose of protecting a third-party service provider against default on payroll payments. The letter of credit expires upon notice. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 1 0. Stockholders’ Equity Preferred Stock The Company’s current amended and restated certificate of incorporation, which was filed 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. Treasury Stock The Company may issue treasury stock to cover the exercise of stock options and vesting of restricted stock units related to equity incentive plans. The Company issued 14,504 treasury shares at an average cost of $ 0.32 per share during the three months ended March 31, 2024. The Company did no t issue any treasury shares during the three months ended March 31, 2023. The Company intends to issue treasury shares as long as an adequate number of those shares are available. As of March 31, 2024, the Company had reserved shares of common stock for future issuance as follows: March 31, 2024 Issued and outstanding stock options 7,366,719 Issued and outstanding restricted stock units 6,809,244 Available for issuance under the 2021 Equity Incentive Plan 17,833,390 Available for issuance under Employee Stock Purchase Plan 4,720,458 Committed to settling employee retention 83,996 Available for conversion of non-voting common stock 1,873,320 38,687,127 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 11. 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 26,116,754 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 March 31, 2024, a total of 17,833,390 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 months ended March 31, 2024. As of March 31, 2024, there was $ 8.8 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.14 years. Restricted Stock Units Starting in 2021, the Company awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. During the three months ended March 31, 2024, the Company awarded restricted stock units covering an aggregate of 3,166,769 shares of common stock. 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 March 31, 2024, there was $ 159.0 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 3.32 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 5,082,470 shares of common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the ESPP. The price at which common stock is purchased under the ESPP is equal to 85 % of the fair market value of a share of common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to 15% of their eligible compensation. Offering periods are generally 6 months long. As of March 31, 2024, a total of 4,720,458 shares of the Company's common stock were available for future issuance under the ESPP. The fair value of the ESPP offering during the three months ended March 31, 2024 was estimated at the start of the offering period using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 0.5 years, (ii) expected volatility of 61.91 %, (iii) risk-free interest rate of 5.24 % and (iv) expected dividend yield of 0 %. As of March 31, 2024, the total unrecognized compensation expense related to the ESPP was $ 0.4 million, which is expected to be amortized over the next 3 months. Stock-Based Compensation Costs The following table summarizes the stock-based compensation expense for (i) stock options and restricted stock units granted to employees and non-employee board members and (ii) ESPP shares that were purchased by employees that were recorded in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Technology and development $ 2,592 $ 1,569 Selling and marketing 3,960 2,437 General and administrative 8,290 4,597 Total stock-based compensation expense $ 14,842 $ 8,603 On November 6, 2023, the Company entered into a Transition Agreement with its previous Chief Financial Officer (Prior CFO). Pursuant to the terms of the Transition Agreement (including the receipt by the Company of a release from the Prior CFO), the Company agreed to modify its Prior CFO's outstanding stock options and restricted stock units to (i) accelerate vesting for nine months from the date of the termination of the Prior CFOs employment with the Company (the Separation Date), and (ii) extend the exercise period of his vested nonqualified stock options from ninety days to one year following the Separation Date. To receive these benefits, the Prior CFO had to remain employed through March 31, 2024. As a result of this modification, the Company recognized additional compensation expense of $ 1.3 million during the three months ended March 31, 2024. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 1 2. 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 months ended March 31, 2024 and 2023; accordingly, basic net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders. The rights, including the liquidation and dividend rights, of the voting and non-voting common stock are identical, except with respect to voting rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both voting and non-voting common stock on both individual and combined basis. Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 6,217 ) $ ( 3,683 ) Net loss attributable to common stockholders - basic and diluted $ ( 6,217 ) $ ( 3,683 ) Denominator: Weighted average common shares outstanding - basic and diluted 123,143,343 109,787,528 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.05 ) $ ( 0.03 ) Outstanding potentially dilutive securities, which were excluded from the diluted net loss per share calculations because they would have been antidilutive were as follows as of the dates presented: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 6,809,244 4,690,048 Stock options to purchase common stock 7,366,719 11,534,245 14,175,963 16,224,293 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 1 3. 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 $ 1.6 million and $ 0.4 million for the three months ended March 31, 2024 and 2023, respectively. The income tax expense for the three months ended March 31, 2024 and 2023 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. The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future. As of March 31, 2024, the Company continues to maintain a full valuation allowance of the U.S. and United Kingdom net deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 1 4. Commitments and Contingencies Legal proceedings The Company is subject to various legal proceedings and claims from time to time, the outcomes of which are subject to significant uncertainty. The Company records an accrual for legal contingencies when it has determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, and the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable, the Company will disclose the nature of the contingency, and if estimable, will provide the likely amount of such loss or range of loss. As of March 31, 2024, 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 or other transactions constitute potential violations of 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, and in April 2024 filed a supplemental submission with OFAC. 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 condensed consolidated financial statements for the periods ended March 31, 2024 and December 31, 2023. |
Business Overview and Summary_2
Business Overview and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
2023 Follow-On Public Offering | 2023 Follow-On Public Offering On August 9, 2023, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, as the Representative of the several Underwriters, in connection with the offer and sale of 8,000,000 shares of voting common stock, at a price to the public of $ 32.00 per share (the Primary Offering). In addition, pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 1,200,000 additional shares of common stock (the Option). The Primary Offering closed on August 14, 2023 and on September 12, 2023, the Underwriters exercised the Option in part and purchased an additional 500,000 shares of voting common stock at a price to the public of $ 32.00 per share (the Public Offering). The Company received $ 260.1 million in net proceeds from the Public Offering, after deducting underwriting discounts and commissions of $ 10.9 million and other offering costs of $ 1.1 million. |
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 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 months ended March 31, 2024, are not necessarily indicative of results to be expected for the year ended December 31, 2024, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2023. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from the interim unaudited condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 Inflation | Impact of Inflation Inflation did not have a material effect on the Company's cash flows and results of operations during the three months ended March 31, 2024. |
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. Our cash equivalents include money market funds, which are AAA-rated and comprised of liquid, high quality debt securities issued by the U.S. government. The Company's cash and cash equivalents deposited with the 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. Additionally, to mitigate credit risk associated with financial institutions, the Company diversifies its cash and cash equivalents across multiple financial institutions and U.S. Treasury Money Market Funds. U.S. Treasuries, by their nature, create a concentration of credit risk with the US Government. Our access to our cash and cash equivalents and client funds could be significantly impacted in volatile markets given our concentration in government money market funds. 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 months ended March 31, 2024. 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 of March 31, 2024 and December 31, 2023, there was no client that represented 10% or more of accounts receivable, net. Funds receivable from payment partners consist primarily of cash held by the Company’s global payment processing partners that have not yet been remitted to the Company. Significant partners are those that represent 10% or more of funds receivable from payment partners as set forth in the following table: March 31, December 31, 2024 2023 Partner A * 14 % Partner B 11 % 15 % Partner C 11 % 13 % Partner D * 11 % Partner E 38 % 20 % ______________________ * Less than 10% of total balance. During the three months ended March 31, 2024 and 2023, no client accounted for 10 % or more of total revenue. During the three months ended March 31, 2024, 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 50.7 %, 31.7 % and 17.6 % of the Company’s total revenues, respectively. During the three months ended March 31, 2023, revenue from clients located in Americas, EMEA and APAC in the aggregate accounted for 63.8 %, 23.0 % and 13.2 % 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, 2023. There have been no material changes to these policies during the three months ended March 31, 2024. |
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 March 31, 2024 and 2023 were $ 1.6 million and $ 1.1 million, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As of March 31, 2024 and for the period then ended, there were no recently adopted Accounting Standards Update (ASUs) that had a material effect on the Company’s condensed consolidated financial statements and disclosures. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted The following ASUs were issued by the Financial Accounting Standards Board but not yet adopted by Flywire as of March 31, 2024: ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 also enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable and contains other disclosure requirements. ASU 2023-07 is effective for Flywire for the annual period beginning on January 1, 2024 and interim periods beginning on January 1, 2025. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: ASU 2023-09 requires public business entities to disclose on an annual basis additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU 2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for the Company for the annual period beginning on January 1, 2025. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis. However, companies have the option to apply the standard retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. |
Business Overview and Summary_3
Business Overview and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Accounts Receivable And Funds Receivable | Accounts receivable are derived from revenue earned from clients located in the U.S. and internationally. Significant clients are those that represent 10% or more of accounts receivable, net. As of March 31, 2024 and December 31, 2023, there was no client that represented 10% or more of accounts receivable, net. Funds receivable from payment partners consist primarily of cash held by the Company’s global payment processing partners that have not yet been remitted to the Company. Significant partners are those that represent 10% or more of funds receivable from payment partners as set forth in the following table: March 31, December 31, 2024 2023 Partner A * 14 % Partner B 11 % 15 % Partner C 11 % 13 % Partner D * 11 % Partner E 38 % 20 % ______________________ * Less than 10% of total balance. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, (in thousands) 2024 2023 Primary geographical markets Americas $ 57,866 $ 60,165 EMEA 36,160 21,661 APAC 20,077 12,531 Total revenue $ 114,103 $ 94,357 Major solutions Transactions $ 95,200 $ 76,302 Platform and other revenues 18,903 18,055 Total revenue $ 114,103 $ 94,357 |
Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable | The following table provides information about accounts receivable, unbilled receivables and deferred revenue from contracts with clients (in thousands): March 31, December 31, Accounts receivable, net $ 19,688 $ 18,215 Unbilled receivables, net 7,995 10,689 Deferred revenue – current 5,619 6,968 Deferred revenue – non-current 169 169 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 (in thousands): Measured at NAV as of Measured at Fair Value as of March 31, 2024: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 391,542 $ — $ — $ — $ 391,542 $ 391,542 $ — $ — $ — $ 391,542 Financial Liabilities: Foreign exchange contracts $ — $ — $ — $ 10 $ 10 Contingent consideration — — — 2,281 2,281 $ — $ — $ — $ 2,291 $ 2,291 Measured at NAV as of December 31, 2023: Measured at Fair Value as of December 31, 2023: Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 372,912 $ — $ — $ — $ 372,912 Foreign exchange contracts — — — 16 16 $ 372,912 $ — $ — $ 16 $ 372,928 Financial Liabilities: Contingent consideration $ — $ — $ — $ 2,882 $ 2,882 $ — $ — $ — $ 2,882 $ 2,882 |
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 as of March 31, 2024 and December 31, 2023. March 31, December 31, Discount rate 7.0 % - 7.7 % 7.4 % - 7.5 % Probability of successful achievement * 0 % - 100 % 29 % - 95 % _____________________________ * Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. |
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 periods presented (in thousands): Three Months Ended March 31, 2024 2023 Beginning balance $ 2,882 $ 1,332 Additions — 2 Change in fair value ( 478 ) 410 Contingent consideration paid * — ( 1,674 ) Foreign currency translation adjustment ( 123 ) ( 29 ) Ending balance $ 2,281 $ 41 * For the three months ended March 31, 2023, 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. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, December 31, Accrued employee compensation and related taxes $ 15,287 $ 19,748 Accrued vendor liabilities 3,147 4,193 Accrued income and other non-employee related taxes 7,622 6,270 Accrued professional services 1,694 2,139 Current portion of operating lease liabilities 1,372 1,465 Other accrued expenses and current liabilities 8,263 9,500 $ 37,385 $ 43,315 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment, Net | Property and equipment, net consisted of the following as of the dates presented (in thousands): March 31, December 31, Computer equipment and software $ 3,730 $ 3,681 Internal-use software 19,590 18,135 Furniture and fixtures 902 912 Leasehold improvements 5,390 5,431 29,612 28,159 Less: Accumulated depreciation and amortization* ( 14,024 ) ( 13,025 ) $ 15,588 $ 15,134 * For the three months ended March 31, 2024, accumulated depreciation and amortization expense included $( 140 ) thousand of computer disposals and $( 117 ) thousand of foreign currency translation adjustments. For the three months ended March 31, 2023, accumulated depreciation and amortization expense included $( 84 ) thousand of computer disposals and $( 31 ) thousand of foreign currency translation adjustments. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Purchase Consideration | Pursuant to the terms of the business combination agreement, the Company acquired StudyLink for estimated total purchase consideration of approximately $ 37.6 million or $ 35.5 million, net of cash acquired, which consisted of (in thousands): Cash consideration, net of cash acquired $ 32,764 Estimated fair value of contingent consideration 2,701 Total purchase consideration, net of cash acquired $ 35,465 |
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 $ 2,108 Accounts receivable 2,762 Prepaid expenses and other current assets 432 Other assets 193 Goodwill 20,705 Identifiable intangible assets 19,553 Total assets acquired 45,753 Deferred tax liabilities 2,663 Deferred revenue 2,654 Accounts payable 859 Accrued expenses and other current liabilities 2,004 Total liabilities assumed 8,180 Net assets acquired 37,573 Less: cash acquired 2,108 Net assets, less cash acquired $ 35,465 |
Schedule of Estimated Fair Value of the Identified Intangible Assets | The following table reflects the fair values of the identified intangible assets of StudyLink and their respective weighted-average estimated amortization periods. Estimated Fair Weighted-Average (in thousands) (years) Developed technology $ 7,397 7 Customer relationships 12,027 14 Trade Name/Trademark 129 2 $ 19,553 |
Summary of Unaudited Pro Forma Financial Information | Three Months Ended March 31, 2023 Actual Pro Forma (in thousands) Revenue $ 94,357 $ 96,164 Net Loss $ ( 3,683 ) $ ( 4,058 ) |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in the Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill as of the dates presented (in thousands): March 31, December 31, Beginning balance $ 121,646 $ 97,766 Goodwill related to acquisitions — 20,705 Foreign currency translation adjustment ( 1,926 ) 3,175 Ending balance $ 119,720 $ 121,646 |
Summary of Acquired Intangible Assets Subject to Amortization | Acquired intangible assets subject to amortization consisted of the following (dollars in thousands): March 31, 2024 Gross Carrying Accumulated Net Carrying Weighted Developed Technology $ 39,037 $ ( 22,646 ) $ 16,391 4.53 Acquired Relationships 102,745 ( 15,823 ) 86,922 10.79 Trade Name/Trademark 130 ( 22 ) 108 1.67 $ 141,912 $ ( 38,491 ) $ 103,421 * Includes $( 2,571 ) thousand of foreign currency translation adjustments. ** Includes $ 91 thousand of foreign currency translation adjustments. December 31, 2023 Gross Carrying Accumulated Net Carrying Weighted Developed Technology $ 39,624 $ ( 21,446 ) $ 18,178 4.71 Acquired Relationships 104,007 ( 14,143 ) 89,864 11.04 Trade Name/Trademark 136 — 136 1.83 $ 143,767 $ ( 35,589 ) $ 108,178 * Includes $( 750 ) thousand of foreign currency translation adjustments. ** Includes $( 41 ) thousand of foreign currency translation adjustments. |
Schedule of Estimated Annual Amortization Expense Of Intangible Assets | As of March 31, 2024, 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 2024 $ 8,864 2025 12,064 2026 11,335 2027 10,765 2028 10,422 2029 9,598 Thereafter 40,373 $ 103,421 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Summary of Reserved Shares of Common Stock | As of March 31, 2024, the Company had reserved shares of common stock for future issuance as follows: March 31, 2024 Issued and outstanding stock options 7,366,719 Issued and outstanding restricted stock units 6,809,244 Available for issuance under the 2021 Equity Incentive Plan 17,833,390 Available for issuance under Employee Stock Purchase Plan 4,720,458 Committed to settling employee retention 83,996 Available for conversion of non-voting common stock 1,873,320 38,687,127 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 | (in thousands): Three Months Ended March 31, 2024 2023 Technology and development $ 2,592 $ 1,569 Selling and marketing 3,960 2,437 General and administrative 8,290 4,597 Total stock-based compensation expense $ 14,842 $ 8,603 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net loss $ ( 6,217 ) $ ( 3,683 ) Net loss attributable to common stockholders - basic and diluted $ ( 6,217 ) $ ( 3,683 ) Denominator: Weighted average common shares outstanding - basic and diluted 123,143,343 109,787,528 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.05 ) $ ( 0.03 ) |
Schedule of Antidilutive Excluded from Computation of Earnings Per Share | Outstanding potentially dilutive securities, which were excluded from the diluted net loss per share calculations because they would have been antidilutive were as follows as of the dates presented: Three Months Ended March 31, 2024 2023 Unvested restricted stock units 6,809,244 4,690,048 Stock options to purchase common stock 7,366,719 11,534,245 14,175,963 16,224,293 |
Business Overview and Summary_4
Business Overview and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Sep. 12, 2023 USD ($) $ / shares shares | Aug. 09, 2023 $ / shares shares | Mar. 31, 2024 USD ($) Segment $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 $ / shares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Cash, FDIC insured amount | $ 250,000 | ||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Advertising expense | $ 1,600 | $ 1,100 | |||
Number of operating segments | Segment | 1 | ||||
Number of reportable segments | Segment | 1 | ||||
Revenue Benchmark | No Client [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Percentage of revenue from customers | 10% | 10% | |||
Revenue Benchmark | Americas | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Percentage of revenue from customers | 50.70% | 63.80% | |||
Revenue Benchmark | EMEA | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Percentage of revenue from customers | 31.70% | 23% | |||
Revenue Benchmark | APAC | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Percentage of revenue from customers | 17.60% | 13.20% | |||
Follow On Public Offering | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Stock shares issued during the period shares | shares | 8,000,000 | ||||
Proceeds from the issuance of stock under employee stock purchase plan | $ 260,100 | ||||
Shares issued, price per share | $ / shares | $ 32 | $ 32 | |||
Underwriting discount and commissions | $ 10,900 | ||||
Other offering costs | $ 1,100 | ||||
Follow On Public Offering | Voting Common Stock | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Stock shares issued during the period shares | shares | 500,000 | ||||
Common stock, option granted to purchase additional shares | shares | 1,200,000 |
Business Overview and Summary_5
Business Overview and Summary of Significant Accounting Policies - Schedule of Accounts Receivable and Funds Receivable (Details) - Customer Concentration Risk - Funds Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Partner A | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 14% | |
Partner B | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 11% | 15% |
Partner C | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 11% | 13% |
Partner D | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 11% | |
Partner E | ||
Financial Support For Nonconsolidated Legal Entity [Line Items] | ||
Concentration risk, percentage | 38% | 20% |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 114,103 | $ 94,357 |
Transactions [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 95,200 | 76,302 |
Platform And Usage-Based Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 18,903 | 18,055 |
Americas | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 57,866 | 60,165 |
EMEA | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 36,160 | 21,661 |
APAC | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 20,077 | $ 12,531 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue Recognition [Abstract] | ||
Accounts receivable, net of allowances | $ 19,688 | $ 18,215 |
Unbilled receivables | 7,995 | 10,689 |
Unbilled receivables, net | 7,995 | 10,689 |
Deferred revenue - current | 5,619 | 6,968 |
Deferred revenue - non-current | $ 169 | $ 169 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue Recognition [Abstract] | ||
Revenue Recognized | $ 3.1 | $ 2.2 |
Remaining Performance Obligation including deferred revenue | $ 13.3 | |
Remining Performance Obligations Remaining to be Recognized Over the Next Year | 54% | |
Remining performance obligations remaining to be recognized over the next 2 to 5 years | 46% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Assets: | ||
Financial Assets | $ 391,542 | $ 372,928 |
Financial Liabilities: | ||
Foreign exchange contracts | 10 | 16 |
Contingent consideration | 2,281 | 2,882 |
Financial Liabilities | 2,291 | 2,882 |
Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | 391,542 | 372,912 |
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 | 391,542 | 372,912 |
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 | 391,542 | 372,912 |
Level 2 [Member] | ||
Financial Assets: | ||
Financial Assets | 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 | 0 | 16 |
Financial Liabilities: | ||
Foreign exchange contracts | 10 | 16 |
Contingent consideration | 2,281 | 2,882 |
Financial Liabilities | 2,291 | 2,882 |
Level 3 [Member] | Money Market Funds [Member] | ||
Financial Assets: | ||
Financial Assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures Line Items [Line Items] | ||
Common Stock, Shares, Issued | 124,555,591 | 123,010,207 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Unobservable Inputs Incorporated into the Valuation of Contingent Consideration (Details) - Study link | Mar. 31, 2024 | Dec. 31, 2023 | |
Discount rate [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.7 | 0.74 | |
Discount rate [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.77 | 0.75 | |
Probability of successful achievement [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | [1] | 0 | 0.29 |
Probability of successful achievement [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | [1] | 1 | 0.95 |
[1] Probability of successful achievement was set at different targets based on the Company’s estimates on achieving them. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Carrying Value of the Contingent Consideration (Details) - Contingent Consideration [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 2,882 | $ 1,332 | |
Additions | 0 | 2 | |
Change in fair value | (478) | $ 410 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Liabilities, Current | ||
Contingent consideration paid | [1] | 0 | $ (1,674) |
Foreign Currency Translation Adjustment | (123) | (29) | |
Ending balance | $ 2,281 | $ 41 | |
[1] For the three months ended March 31, 2023, 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 Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) Numbers | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Numbers | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Current Liabilities | ||
Dervative instrument not designated as hedging instrument, Gain Loss | $ (6,217) | $ (3,683) | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Number of derivative instruments | Numbers | 8,404 | 12,737 | |
Derivatives, Notional amount | $ 23,600 | $ 36,100 | |
Derivatives, Liability Notional Amount | 100 | ||
Derivatives, Asset notional amount | $ 100 | ||
Dervative instrument not designated as hedging instrument, Gain Loss | $ 100 | $ 1,300 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and related taxes | $ 15,287 | $ 19,748 |
Accrued vendor liabilities | 3,147 | 4,193 |
Accrued income and other non-employee related taxes | 7,622 | 6,270 |
Accrued professional services | 1,694 | 2,139 |
Current portion of operating lease liabilities | 1,372 | 1,465 |
Other accrued expenses and current liabilities | 8,263 | 9,500 |
Accrued Expenses and Other Current Liabilities | $ 37,385 | $ 43,315 |
Property And Equipment, Net - S
Property And Equipment, Net - Schedule of Property Plant and Equipment ,Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 29,612 | $ 28,159 | |
Less: Accumulated depreciation and amortization | [1] | (14,024) | (13,025) |
Property, Plant and Equipment, Net | 15,588 | 15,134 | |
Computer equipment and software | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,730 | 3,681 | |
Internal-use software | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 19,590 | 18,135 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 902 | 912 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 5,390 | $ 5,431 | |
[1] * For the three months ended March 31, 2024, accumulated depreciation and amortization expense included $( 140 ) thousand of computer disposals and $( 117 ) thousand of foreign currency translation adjustments. For the three months ended March 31, 2023, accumulated depreciation and amortization expense included $( 84 ) thousand of computer disposals and $( 31 ) thousand of foreign currency translation adjustments. |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 1,300 | $ 900 | ||
Accumulated depreciation property, plant, and equipment | [1] | 14,024 | $ 13,025 | |
Capitalisation cost | 1,500 | 1,400 | ||
Carrying value of internal use software | 13,300 | $ 12,700 | ||
Amortization expense related to internal use software | $ 900 | $ 500 | ||
[1] * For the three months ended March 31, 2024, accumulated depreciation and amortization expense included $( 140 ) thousand of computer disposals and $( 117 ) thousand of foreign currency translation adjustments. For the three months ended March 31, 2023, accumulated depreciation and amortization expense included $( 84 ) thousand of computer disposals and $( 31 ) thousand of foreign currency translation adjustments. |
Property and Equipment, net -_2
Property and Equipment, net - Schedule of Property Plant and Equipment, Net (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | $ (117) | $ (31) |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Disposals | $ (140) | $ (84) |
Business Combinations - Summary
Business Combinations - Summary of Purchase Consideration (Details) - StudyLink [Member] $ in Thousands | Nov. 03, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration, net of cash acquired | $ 32,764 |
Estimated fair value of contingent consideration | 2,701 |
Total purchase consideration, net of cash acquired | $ 35,465 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Nov. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 119,720 | $ 121,646 | $ 97,766 | |
StudyLink [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Business Combination Acquisition Personnel Costs | 300 | |||
Business Combination Contingent Consideration Liability Payable | $ 2,700 | |||
Fair Value of Shares of Common Stock Excluded from the Purchase Consideration | $ 2,400 | |||
Common Stock Excluded from Purchase Consideration Shares | 84,000 | |||
Goodwill | $ 20,705 | |||
Business acquisition goodwill expected tax deductible amount | 0 | |||
Total purchase consideration | 35,465 | |||
Payments to Acquire Businesses, Gross | 32,764 | |||
Total Estimated Purchase Consideration | $ 37,600 | |||
StudyLink [Member] | Platform [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 2,100 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value Of the Assests Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Other assets | $ 20,836 | $ 19,089 | ||
Goodwill | $ 119,720 | $ 121,646 | $ 97,766 | |
Study link | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,108 | |||
Accounts receivable | 2,762 | |||
Prepaid expenses and other current assets | 432 | |||
Other assets | 193 | |||
Goodwill | 20,705 | |||
Identifiable intangible assets | 19,553 | |||
Total assets acquired | 45,753 | |||
Deferred tax liabilities | 2,663 | |||
Deferred revenue | 2,654 | |||
Accounts payable | 859 | |||
Accrued expenses and other liabilities | 2,004 | |||
Total liabilities assumed | 8,180 | |||
Net assets acquired | 37,573 | |||
Less: cash acquired | 2,108 | |||
Net assets, less cash acquired | $ 35,465 |
Business Combinations - Schedul
Business Combinations - Schedule of Estimated Fair Value of the Identified Intangible Assets (Details) - StudyLink [Member] $ in Thousands | Nov. 03, 2023 USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 19,553 |
Developed Technology [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 7,397 |
Weighted-Average Estimated Amortization Periods | 7 years |
Customer Relationships [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 12,027 |
Weighted-Average Estimated Amortization Periods | 14 years |
Trademarks [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Values | $ 129 |
Weighted-Average Estimated Amortization Periods | 2 years |
Business Combinations - Summa_3
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Revenues | $ 114,103 | $ 94,357 |
Net Income (Loss) | $ (6,217) | (3,683) |
Business Acquisition, Pro Forma Revenue | 96,164 | |
Business Acquisition, Pro Forma Net Loss | $ (4,058) |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets -Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 121,646 | $ 97,766 |
Goodwill related to acquisitions | 0 | 20,705 |
Foreign currency translation adjustment | (1,926) | 3,175 |
Ending balance | $ 119,720 | $ 121,646 |
Goodwill And Acquired Intangi_4
Goodwill And Acquired Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 2.9 | $ 2.8 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | ||
Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value* | $ 141,912 | [1] | $ 143,767 | [2] |
Accumulated Amortization | (38,491) | [3] | (35,589) | [4] |
Net Carrying Amount | 103,421 | 108,178 | ||
Developed Technology [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value* | 39,037 | [1] | 39,624 | [2] |
Accumulated Amortization | (22,646) | [3] | (21,446) | [4] |
Net Carrying Amount | $ 16,391 | $ 18,178 | ||
Weighted Average Remaining Life (Years) | 4 years 6 months 10 days | 4 years 8 months 15 days | ||
Acquired Relationships [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value* | $ 102,745 | [1] | $ 104,007 | [2] |
Accumulated Amortization | (15,823) | [3] | (14,143) | [4] |
Net Carrying Amount | $ 86,922 | $ 89,864 | ||
Weighted Average Remaining Life (Years) | 10 years 9 months 14 days | 11 years 14 days | ||
Trade Name/Trademark [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value* | $ 130 | [1] | $ 136 | [2] |
Accumulated Amortization | (22) | [3] | 0 | [4] |
Net Carrying Amount | $ 108 | $ 136 | ||
Weighted Average Remaining Life (Years) | 1 year 8 months 1 day | 1 year 9 months 29 days | ||
[1] * Includes $( 2,571 ) thousand of foreign currency translation adjustments. * Includes $( 750 ) thousand of foreign currency translation adjustments. ** Includes $ 91 thousand of foreign currency translation adjustments. ** Includes $( 41 ) thousand of foreign currency translation adjustments. |
Goodwill And Acquired Intangi_6
Goodwill And Acquired Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Nov. 03, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Foreign Currency translation adjustments | $ (117) | $ (31) | ||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Foreign Currency translation adjustments | (2,571) | $ (750) | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Foreign Currency translation adjustments | $ 91 | $ (41) | ||
StudyLink [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Intangible assets | $ 19,553 | |||
Technology-Based Intangible Assets [Member] | StudyLink [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Intangible assets | $ 7,397 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets - Schedule of Estimated Annual Amortization Expense Of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining of fiscal year 2024 | $ 8,864 | |
2025 | 12,064 | |
2026 | 11,335 | |
2027 | 10,765 | |
2028 | 10,422 | |
2029 | 9,598 | |
Thereafter | 40,373 | |
Net Carrying Amount | $ 103,421 | $ 108,178 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Feb. 23, 2024 | Jul. 29, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest Expense | $ 142 | $ 103 | |||
Amortization of Debt Issuance Costs and Discounts | 100 | $ 100 | |||
Unused Letter Of Credit | $ 2,600 | $ 700 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Secured revolving credit, total commitment | $ 125,000 | $ 50,000 | |||
Revolving Credit Facility includes an incremental facility | 50,000 | ||||
Letter Of Credit Sub Facility Included In Borrowings | 10,000 | 5,000 | |||
Swingline Sub Facility Included In Borrowing | 5,000 | $ 5,000 | |||
Replace Revolving Credit Facility | $ 50,000 | 50,000 | |||
Line of Credit Facility, Interest Rate Description | ABR borrowings bear interest at the ABR plus the applicable rate. Term SOFR 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 equal to the sum of (a) Term SOFR for such interest period, plus (b) the SOFR adjustment of 0.10%. The applicable rate is based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information and ranges from 1.0% to 2.5%. | ||||
Debt Issuance Costs, Net | $ 800 | ||||
Repayment on revolving credit facility | 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 | 1% | ||||
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 | 2.50% | ||||
2021 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Net | $ 100 |
Convertible Preferred Stock and
Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Additional Information (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Temporary Equity [Line Items] | ||
Preferred Stock, Shares Issued | 0 | 0 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Redeemable Convertible Preferred Stock - Schedule of Convertible Preferred Stock and Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Temporary Equity [Line Items] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; and no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | $ 0 | $ 0 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disclosure - Stockholder's Equity (Deficit) - Additional Information (Details) [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common Stock Shares Authorized Non Voting Right | 10,000,000 | ||
Common Stock Par Or Stated Value Per Share Non Voting Right | $ 0.0001 | ||
Common Stock, Voting Rights | Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security. | ||
Issuance of Treasury Shares | 14,504 | 0 | |
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% | ||
Treasury Stock | |||
Disclosure - Stockholder's Equity (Deficit) - Additional Information (Details) [Line Items] | |||
Shares issued, price per share | $ 0.32 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Reserved Shares of Common Stock (Details) | Mar. 31, 2024 shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 38,687,127 |
Issued and outstanding stock options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 7,366,719 |
Issued and outstanding restricted stock units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 6,809,244 |
Available for issuance under the 2021 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 17,833,390 |
Available for issuance under Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 4,720,458 |
Committed to settling employee retention [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 83,996 |
Available for conversion of non-voting common stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Issued and outstanding stock options | 1,873,320 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 31, 2021 | Mar. 31, 2024 | May 28, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognised compensation expense, expected to be recognised over a weighted average period | 1 year 1 month 20 days | ||
Reserved shares of common stock for future issuance | 38,687,127 | ||
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 | $ 159 | ||
Unrecognised compensation expense, expected to be recognised over a weighted average period | 3 years 3 months 25 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 | 6,809,244 | ||
Restricted stock units awarded to covering an aggregate of shares of common stock | 3,166,769 | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option granted under plan, vesting period | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option granted under plan, vesting period | 4 years | ||
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP | $ 8.8 | ||
2018 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option granted under plan, vesting period | 4 years | ||
Stock option granted under plan, expiration period | 10 years | ||
2009 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option granted under plan, vesting period | 4 years | ||
Stock option granted under plan, expiration period | 10 years | ||
2021 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option granted under plan, vesting period | 4 years | ||
Stock option granted under plan, expiration period | 10 years | ||
Reserved shares of common stock for future issuance | 17,833,390 | 26,116,754 | |
Additional Compensation Expense Recognized [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional compensation expense recognized | $ 1.3 | ||
2021 Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognised compensation expense related to unvested RSUs, RSAs and ESPP | $ 0.4 | ||
Unrecognized compensation expens amortisation period | 3 months | ||
Share based compensation arrangement by share based payment award price at which common stock is purchased,Percent | 85% | ||
Reserved shares of common stock for future issuance | 4,720,458 | 5,082,470 | |
Expected term | 6 months | ||
Expected volatility | 61.91% | ||
Risk-free interest rate | 5.24% | ||
Expected dividend yield | 0% |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 14,842 | $ 8,603 |
Technology and development Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 2,592 | 1,569 |
Selling and Marketing Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 3,960 | 2,437 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 8,290 | $ 4,597 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ (6,217) | $ (3,683) |
Net loss attributable to common stockholders - basic | (6,217) | (3,683) |
Net loss attributable to common stockholders - diluted | $ (6,217) | $ (3,683) |
Denominator: | ||
Weighted average common shares outstanding - basic | 123,143,343 | 109,787,528 |
Weighted average common shares outstanding - diluted | 123,143,343 | 109,787,528 |
Net loss per share attributable to common stockholders - basic | $ (0.05) | $ (0.03) |
Net loss per share attributable to common stockholders - diluted | $ (0.05) | $ (0.03) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,175,963 | 16,224,293 |
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 | 6,809,244 | 4,690,048 |
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 | 7,366,719 | 11,534,245 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Contingency [Line Items] | ||
Provision for income taxes | $ 1,615 | $ 417 |
Provision for Income Tax | ||
Income Tax Contingency [Line Items] | ||
Provision for income taxes | $ 1,600 | $ 400 |