Flywire Corp

Previous wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 24% period-over-period from $8.9 billion during the three months ended September 30, 2023 to $11.0 billion during the three months ended September 30, 2024. We have grown our total payment volume by approximately 23% period-over-period from $18.6 billion during the nine months ended September 30, 2023 to $22.8 billion during the nine months ended September 30, 2024.

Current wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 20% period-over-period from $7.0 billion during the three months ended March 31, 2024 to $8.4 billion during the three months ended March 31, 2025.

Previous wording

Strong dollar-based net retention. For the year ended December 31, 2023, our annual net dollar-based retention rate was approximately 125%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.

Current wording

Strong dollar-based net retention. For the year ended December 31, 2024, our annual net dollar-based retention rate was approximately 114%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.

Previous wording

As of September 30, 2024, we serve over 4,000 clients around the world, excluding clients acquired from the Invoiced acquisition. In education, we serve more than 2,960 institutions. In healthcare, we power more than 100 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2023. In our newer payment verticals of travel and B2B payments, we have a growing portfolio of more than 1,200 clients as of September 30, 2024.

Current wording

As of March 31, 2025, we serve over 4,600 clients around the world, excluding clients acquired from the Sertifi and Invoiced acquisitions. In education, we serve more than 3,100 institutions. In healthcare, we power more than 100 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2024. In our travel and B2B verticals, we have a growing portfolio of approximately 1,300 clients as of March 31, 2025.

Previous wording

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled over $24.0 billion and approximately $22.8 billion in total payment volume during the year ended December 31, 2023 and nine months ended September 30, 2024, respectively. We generated revenue of $403.1 million and $289.4 million for the years ended December 31, 2023 and 2022, respectively, and incurred net losses of $8.6 million and $39.3 million, respectively, for the same years. We generated revenue of $374.6 million and $302.5 million for the nine months ended September 30, 2024 and 2023, respectively, and incurred net income (loss) of $18.8 million and $(9.9) million, respectively, for the same periods.

Current wording

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled approximately $29.7 billion, $8.4 billion, and $7.0 billion in total payment volume during the year ended December 31, 2024 and three months ended March 31, 2025 and 2024, respectively. We generated revenue of $492.1 million and $403.1 million for the years ended December 31, 2024 and 2023, respectively, and had net income of $2.9 million and net loss of $8.6 million, respectively, for the same years. We generated revenue of $133.5 million and $114.1 million for the three months ended March 31, 2025 and 2024, respectively, and had net loss of $4.2 million and $6.2 million, respectively, for the same periods.

Previous wording

We had 1,314 full-time FlyMates as of September 30, 2024, compared to 1,123 full-time FlyMates as of September 30, 2023, an increase of 17.0%.

Current wording

We had approximately 1,180 full-time FlyMates as of March 31, 2025, compared to approximately 1,235 full-time FlyMates as of March 31, 2024, a decrease of 4.5%.

Previous wording

On August 9, 2023, we 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, we granted the underwriters an option to purchase up to 1,200,000 additional shares of common stock (the Option).

Current wording

On August 9, 2023, we entered into an underwriting agreement (Underwriting Agreement) with Goldman Sachs & Co. LLC, as representative of the several underwriters (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, we granted the Underwriters an option to purchase up to 1,200,000 additional shares of common stock (the Option).

Previous wording

In August 2024, we acquired all of the issued and outstanding shares of Invoiced for an estimated total aggregate purchase price of approximately $52.3 million, consisting of approximately $47.8 million in cash consideration, net of cash acquired and up to $7.5 million of contingent consideration, with an estimated fair value of $4.5 million on the date of acquisition. The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, cross-selling, product and security and IT milestones. Invoiced is a U.S.-based SaaS B2B company that provides accounts receivable software that automates all aspects of billing, collections, payments, reporting and forecasting within a single online platform. The acquisition of Invoiced was intended to accelerate our global expansion in our B2B vertical. Invoiced contributed $0.9 million in platform revenue during the three and nine months ended September 30, 2024.

Current wording

In August 2024, we acquired all of the issued and outstanding shares of Invoiced for an estimated total aggregate purchase price of approximately $52.3 million, consisting of approximately $47.8 million in cash consideration, net of cash acquired and up to $7.5 million of contingent consideration. The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, cross-selling, product and security and IT milestones. Invoiced is a U.S.-based SaaS B2B company that provides accounts receivable software that automates all aspects of billing, collections, payments, reporting and forecasting within a single online platform. The acquisition of Invoiced was intended to accelerate our global expansion in our B2B vertical. Invoiced contributed $0.9 million in platform revenue during the three months ended March 31, 2025.

Previous wording

Transaction revenue includes (i) fees earned from payment processing services provided to our clients. The fee is generally earned on each transaction through a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pairs being converted and the geographic region in which our clients and their customers reside. Payment processing services also include fixed fees per transaction, which generally relate to domestic payments processed. It also includes (ii) marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients.

Current wording

Transaction revenue includes fees earned from payment processing services provided to our clients, which is comprised of processing domestic and cross-border transactions. The fee is generally earned on each transaction through a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pairs being converted and the geographic region in which our clients and their customers reside. Payment processing services also include fixed fees per transaction, which generally relate to domestic payments processed. It also includes marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients.

Previous wording

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows which may increase or decrease depending on the industry in which our clients operate. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Current wording

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows compared to domestic payments, which may increase or decrease depending on the industry in which our clients operate. We may experience shifts in the type of revenue we earn (transaction revenue or platform and other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Previous wording

We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Current wording

We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We plan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. At the same time, we are optimizing our systems and tools, consolidating our vendor footprint and automating processes. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Previous wording

Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. The Canadian government previously announced it will set a cap on international student permit applications for the years 2024 and 2025. Australia has also recently delayed the processing of international student visas and is proposing a cap on international students in 2025. Other governments where our client institutions are located may be considering similar limitations on the issuance of international student visas. This has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions.

Current wording

Revenue from our education clients, which primarily includes clients in the United States, Canada, U.K., Europe, and Asia Pacific/Australia, is affected by several factors, including policies enacted by government organizations around the world that cap the issuance of international student visas. In January 2024, the Canadian government announced what at the time appeared to be a temporary intake cap on international student permit applications to stabilize new growth for a period of two years. This cap – intended to address Canada’s housing shortage, overburdened health systems, and rising costs of living – has reportedly reduced the number of international students coming to Canada by about 40% since implementation. Building on these changes, the Immigration, Refugees, and Citizenship Canada (IRCC) announced in January 2025 that new study permits for international students will be reduced by 10% from the 2024 target of 485,000 to 437,000 in 2025 and 2026. When first instituted by the IRCC, the cap initially excluded students enrolled in master’s and PhD programs, but recent reports indicate that the 2025 and 2026 study permit intake cap will include master’s and doctoral students. Additionally, in November 2024, Canada ended its Student Direct Stream (SDS) program for expedited international student visa processing, and international students applying to study in Canada no longer need to prepay tuition to apply for a study permit. These limitations have resulted in a corresponding reduction in payment flows, which had an adverse effect on our business in the first quarter of 2025 and which we anticipate will continue to impact our Canada revenues and revenue growth in 2025.

Previous wording

There is still a degree of uncertainty in terms of the impact the changes to international student visa policy will have on our Canadian and Australian education markets. We continue to see growth in new customers in both our Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies. Our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients.

Current wording

There is still a degree of uncertainty in terms of the impact the changes to international student visa policy and international trade policies will have on our U.S., Canadian and Australian education markets. We continue to see growth in new customers in our U.S., Canada and Australia education markets, providing a lever to offset some of the expected decline in new incoming international student growth resulting from these government changes to international student visa policies and international trade policies. Our business continues to remain strong amid these visa-related policy shifts, benefiting from our increasingly global and diversified footprint across verticals, sub-sectors, countries, currencies and clients.

Previous wording

Inflation did not have a material effect on our cash flows and results of operations during the three and nine months ended September 30, 2024.

Current wording

Inflation did not have a material effect on our cash flows and results of operations during the three months ended March 31, 2025.

Previous wording

We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis in prior quarters, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to invest in headcount, expend significant funds to further develop our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline. We believe these improvements along with strong gross margins and cash flows from operations will help us achieve our goal of generating positive annual GAAP net income in the future.

Current wording

We have a history of operating losses and while we have experienced significant revenue growth in recent years and achieved profitability on a GAAP basis in the year ended December 31, 2024, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to strategically invest in headcount and technologies and systems to improve operating efficiencies, to further develop and enhance our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and other fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our gross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. We are addressing operating losses by making continued improvements designed to create operating efficiencies and a focus on cost discipline, including investing in automation and product development to further enhance our offerings with a focus on scale and productivity across all areas. Beginning in the first quarter of 2025 and continuing into the second quarter of 2025, we implemented a restructuring plan designed to improve operational efficiencies, reduce operating costs and better align the Company’s workforce with current business needs, top strategic priorities and key growth opportunities. We believe these improvements, our strong product portfolio, client retention and established product market fit along with strong gross margins and cash flows from operations will help us achieve our goal of maintaining positive annual GAAP net income in the future. While we expect that our clients’ business and our business will continue to be adversely impacted, directly or indirectly, by the ongoing macroeconomic and geopolitical issues, as of the date of this report. However, the extent of the ongoing impact of these macroeconomic events on our and our clients’ business, our markets and on global economic activity however, is uncertain and the related financial impact cannot be reasonably estimated with any certainty at this time.

Previous wording

On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million. The 2024 Revolving Credit Facility replaced the 2021 Revolving Credit Facility of $50.0 million, which were entered into in July 2021, under which $50.0 million was available to Flywire as of December 31, 2023. As of September 30, 2024 and 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility or 2021 Revolving Credit Facility.

Current wording

On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million. The 2024 Revolving Credit Facility replaced the 2021 Revolving Credit Facility of $50.0 million, which were entered into in July 2021, under which $50.0 million was available to Flywire as of December 31, 2023. As of March 31, 2025 and 2024, there was $60.0 million and $0.0 million in indebtedness outstanding under the 2024 Revolving Credit Facility or 2021 Revolving Credit Facility, respectively.

Previous wording

We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs and our net U.K. deferred tax assets, including NOL's. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets are realized through future taxable income generated in these jurisdictions.

Current wording

We have a valuation allowance on our net U.S. deferred tax assets, including federal and state NOLs. We expect to maintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets are realized through future taxable income generated in these jurisdictions.

Previous wording

Revenue was $156.8 million for the three months ended September 30, 2024, compared to $123.3 million for the three months ended September 30, 2023, an increase of $33.5 million or 27.2%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Current wording

Revenue was $133.5 million for the three months ended March 31, 2025, compared to $114.1 million for the three months ended March 31, 2024, an increase of $19.4 million or 17.0%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous wording

Transaction revenue was $134.4 million for the three months ended September 30, 2024, compared to $104.6 million for the three months ended September 30, 2023, an increase of $29.8 million or 28.5%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes for the three months ended September 30, 2024 from both our existing clients and new clients added during the three months ended September 30, 2024 compared to three months ended September 30, 2023. We experienced strong growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in calendar year 2024. Transaction payment volume increased approximately 32% during the three months ended September 30, 2024 to $8.8 billion compared to $6.7 billion during the three months ended September 30, 2023.

Current wording

Transaction revenue was $108.5 million for the three months ended March 31, 2025, compared to $95.2 million for the three months ended March 31, 2024, an increase of $13.3 million or 14.0%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes inclusive of the Sertifi acquisition for the three months ended March 31, 2025 from both our existing clients and new clients added during the three months ended March 31, 2025 compared to three months ended March 31, 2024. Our transaction payment volume outpaced our revenue growth during the three months ended March 31, 2025, primarily due to the increase in domestic transactions that have a lower average monetization rate. We experienced growth in transaction payment volume across most regions and verticals during the period, excluding Canada, which decreased primarily due to Canada’s international student permit applications cap introduced earlier in 2024. Transaction payment volume increased approximately 28% during the three months ended March 31, 2025 to $6.4 billion compared to $5.0 billion during the three months ended March 31, 2024.

Previous wording

Platform and other revenues were $22.4 million for the three months ended September 30, 2024, compared to $18.7 million for the three months ended September 30, 2023, an increase of $3.7 million or 19.8%. The increase in platform and other revenues was driven by the Invoiced and StudyLink acquisitions, an increase in healthcare platform products, revenue from interest earned on funds held for customers in interest-bearing accounts, offset by a decrease in revenue for printing and mailing and insurance products. Invoiced and StudyLink contributed $0.9 million and $1.8 million in platform and other revenues during the three months ended September 30, 2024, respectively.

Current wording

Platform and other revenues were $25.0 million for the three months ended March 31, 2025, compared to $18.9 million for the three months ended March 31, 2024, an increase of $6.1 million or 32.3%. The increase in platform and other revenues was driven by the Sertifi and Invoiced acquisitions, an increase in healthcare platform products, revenue from interest earned on funds held for customers in interest-bearing accounts, offset by a decrease in revenue for insurance products.

Previous wording

Payment processing services costs were $54.6 million for the three months ended September 30, 2024, compared to $42.9 million for the three months ended September 30, 2023, an increase of $11.7 million or 27.3%. The increase in payment processing services costs is correlated with the increase in total payment volume of 24% over the same period.

Current wording

Payment processing services costs were $50.6 million for the three months ended March 31, 2025, compared to $41.7 million for the three months ended March 31, 2024, an increase of $8.9 million or 21.3%.The increase in payment processing services costs is correlated with the increase in transaction payment volume of 28% over the same period.

Previous wording

Technology and development expenses were $16.7 million for the three months ended September 30, 2024, compared to $14.6 million for the three months ended September 30, 2023, an increase of $2.1 million or 14.4%%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense, offset by a decrease in amortization expense. Personnel costs were $10.6 million for the three months ended September 30, 2024 compared to $8.6 million for the three months ended September 30, 2023, an increase of $2.0 million or 23.3%. The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams. Stock-based compensation expense was $3.1 million for the three months ended September 30, 2024, compared to $2.4 million for the three months ended September 30, 2023, an increase of $0.7 million or 29.1%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates. Amortization of intangible assets was $1.4 million for the three months ended September 30, 2024, compared to $2.0 million for the three months ended September 30, 2023, a decrease of $0.6 million or 30.0%. The decrease in amortization expense was primarily due to a decrease in acquired technology related to a previous acquisition.

Current wording

Technology and development expenses were $16.9 million for the three months ended March 31, 2025, compared to $16.7 million for the three months ended March 31, 2024, an increase of $0.2 million or 1.2%. The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense, offset by a decrease in software tools. Personnel costs were $10.8 million for the three months ended March 31, 2025 compared to $10.4 million for the three months ended March 31, 2024, an increase of $0.4 million or 3.8%. The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams prior to the restructuring that occurred during the three months ended March 31, 2025. Stock-based compensation expense was $3.2 million for the three months ended March 31, 2025, compared to $2.6 million for the three months ended March 31, 2024, an increase of $0.6 million or 23.1%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates. Software tools were $1.1 million for the three months ended March 31, 2025, compared to $1.6 million for the three months ended March 31, 2024, a decrease of $0.5 million or 31.3%. The decrease in software tools was primarily due to optimization of our technology infrastructure.

Previous wording

Selling and marketing expenses were $34.2 million for the three months ended September 30, 2024, compared to $27.1 million for the three months ended September 30, 2023, an increase of $7.1 million or 26.2%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, stock-based compensation expense, professional fees and amortization expense. Personnel costs were $16.1 million for the three months ended September 30, 2024, compared to $13.8 million for the three months ended September 30, 2023, an increase of $2.3 million or 16.7%. The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams. Stock-based compensation expense was $4.7 million for the three months ended September 30, 2024, compared to $3.1 million for the three months ended September 30, 2023, an increase of $1.6 million or 51.6%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates. Professional fees were $6.6 million for the three months ended September 30, 2024, compared to $5.5 million for the three months ended September 30, 2023, an increase of $1.1 million or 20.0%. The increase in professional fees was due to increases in third party commissions. Amortization of intangibles was $2.1 million for the three months ended September 30, 2024, compared to $1.2 million for the three months ended September 30, 2023, an increase of $0.9 million or 75.0%. The increase in amortization expense was due to acquired intangible assets related to the StudyLink and Invoiced acquisitions.

Current wording

Selling and marketing expenses were $36.6 million for the three months ended March 31, 2025, compared to $30.1 million for the three months ended March 31, 2024, an increase of $6.5 million or 21.6%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, stock-based compensation expense, professional fees, software tools and depreciation and amortization expense. Personnel costs were $18.5 million for the three months ended March 31, 2025, compared to $16.3 million for the three months ended March 31, 2024, an increase of $2.2 million or 13.5%. The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams prior to the restructuring that occurred during the three months ended March 31, 2025. Stock-based compensation expense was $4.6 million for the three months ended March 31, 2025, compared to $4.0 million for the three months ended March 31, 2024, an increase of $0.6 million or 15.0%. The increase in stock-based compensation was attributable to equity grants awarded to existing and new FlyMates. Professional fees were $6.1 million for the three months ended March 31, 2025, compared to $4.4 million for the three months ended March 31, 2024, an increase of $1.7 million or 38.6%. The increase in professional fees was primarily due to increases in third party commissions. Software tools were $1.1 million for the three months ended March 31, 2025, compared to $0.7 million for the three months ended March 31, 2024, a decrease of $0.4 million or 57.1%. The increase in software tools was primarily due to the acquisition of Sertifi. Depreciation and amortization was $3.0 million for the three months ended March 31, 2025, compared to $1.9 million for the three months ended March 31, 2024, an increase of $1.1 million or 57.9%. The increase in depreciation and amortization expense was primarily due to acquired intangible assets related to the Sertifi and Invoiced acquisitions.

Previous wording

Interest expense was $0.4 million for the nine months ended September 30, 2024, compared to $0.3 million for the nine months ended September 30, 2023, an increase of $0.1 million or 33.3%. As of September 30, 2024 and 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility or 2021 Revolving Credit Facility. Interest expense consists primarily of amortization of debt issuance costs and unused commitment fees related to our 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

Current wording

Interest expense was $0.7 million for the three months ended March 31, 2025, compared to $0.1 million for the three months ended 2024. During the three months ended March 31, 2025, we drew down $125.0 million and repaid $65.0 million from our 2024 Revolving Credit Facility. As of March 31, 2025, there was $60.0 million outstanding indebtedness under the 2024 Revolving Credit Facility. Interest expense consists primarily of interest expense, amortization of debt issuance costs and unused commitment fees related to our 2024 Revolving Credit Facility and our former 2021 Revolving Credit Facility.

Previous wording

Gain (loss) from remeasurement of foreign currency was $5.5 million for the three months ended September 30, 2024, compared to $(4.2) million for the three months ended September 30, 2023, an increase of $9.7 million or 231.0%. The increase was primarily the result of the remeasurement of foreign currency transactions into the British pound sterling and impact of fluctuations in exchange rates during respective remeasurement periods.

Current wording

Gain (loss) from remeasurement of foreign currency was $3.6 million for the three months ended March 31, 2025, compared to $(4.4) million for the three months ended March 31, 2024, an increase of $8.0 million or 181.8%. The increase was primarily the result of the remeasurement of foreign currency intercompany loans and impact of fluctuations in exchange rates during respective remeasurement periods.

Previous wording

(Benefit from) provision for income taxes was $(2.0) million during the nine months ended September 30, 2024, compared to $2.3 million during the nine months ended September 30, 2023, a decrease of $4.3 million or 187.0%. The income tax benefit for the nine months ended September 30, 2024 was primarily attributable to a non-recurring benefit of $4.9 million relating to the release of a portion of our valuation allowance in the U.S. This release was due to taxable temporary differences recorded as part of the Invoiced acquisition which were a source of income to realize certain pre-existing federal and state deferred tax assets and was partially offset by income tax expense attributable to activity in our foreign subsidiaries and current U.S. federal and state taxes. The income tax provision for the nine months ended September 30, 2023 was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was (12.3)% for the nine months ended September 30, 2024, compared to (28.6)% for the nine months ended September 30, 2023.

Current wording

(Benefit from) provision for income taxes was $(0.9) million during the three months ended March 31, 2025, compared to $1.6 million during the three months ended March 31, 2024, an increase of $2.5 million or 156.3%.The income tax benefit for the three months ended March 31, 2025, was driven by the Company's pre-tax loss position in the period. The income tax provision for the three months ended March 31, 2024 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes.

Previous wording

For the three months ended September 30, 2024, transaction revenue and platform and other revenues represented 85.7% and 14.3% of our revenue, respectively. For the three months ended September 30, 2024, transaction revenue and platform and other revenues represented 88.0% and 12.0% of our total revenue less ancillary services, respectively. For the three months ended September 30, 2023, transaction revenue and platform and other revenues represented 84.8% and 15.2% of our revenue, respectively. For the three months ended September 30, 2023, transaction revenue and platform and other revenues represented 88.4% and 11.6% of our total revenue less ancillary services, respectively.

Current wording

For the three months ended March 31, 2025, transaction revenue and platform and other revenues represented 81.3% and 18.7% of our revenue, respectively. For the three months ended March 31, 2025, transaction revenue and platform and other revenues represented 84.0% and 16.0% of our total revenue less ancillary services, respectively. For the three months ended March 31, 2024, transaction revenue and platform and other revenues represented 83.4% and 16.6% of our revenue, respectively. For the three months ended March 31, 2024, transaction revenue and platform and other revenues represented 86.1% and 13.9% of our total revenue less ancillary services, respectively.

Previous wording

For the three months ended September 30, 2024, our total payment volume was approximately $11.0 billion, consisting of $8.8 billion of total payment volume from transactions included in transaction revenue, and $2.2 billion of total payment volume from transactions included in platform and other revenues. For the three months ended September 30, 2023, our total payment volume was approximately $8.9 billion, consisting of $6.7 billion of total payment volume from transactions included in transaction revenue, and $2.2 billion of total payment volume from transactions included in platform and other revenues.

Current wording

For the three months ended March 31, 2025, our total payment volume was approximately $8.4 billion, consisting of $6.4 billion of total payment volume from transactions included in transaction revenue, and $2.0 billion of total payment volume from transactions included in platform and other revenues. For the three months ended March 31, 2024, our total payment volume was approximately $7.0 billion, consisting of $5.0 billion of total payment volume from transactions included in transaction revenue, and $2.0 billion of total payment volume from transactions included in platform and other revenues.

Previous wording

Revenue Less Ancillary Services, Revenue Less Ancillary Services at Constant Currency, Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA and Non-GAAP Operating Expenses

Current wording

Revenue Less Ancillary Services, FX Neutral Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Operating Expenses

Previous wording

Revenue Less Ancillary Services at Constant Currency- Revenue Less Ancillary Services at Constant Currency represents Revenue Less Ancillary Services adjusted to show presentation on a constant currency basis. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze Revenue Less Ancillary Services on a constant currency basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

Current wording

FX Neutral Revenue Less Ancillary Services- FX Neutral Revenue Less Ancillary Services represents Revenue Less Ancillary Services adjusted to show presentation on a FX Neutral basis. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze FX Neutral Revenue Less Ancillary Services to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

Previous wording

Adjusted EBITDA- Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs and (vi) employee retention costs, such as incentive compensation associated with acquisition activities. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for period-to-period comparisons of our business.

Current wording

Adjusted EBITDA- Adjusted EBITDA represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) gain (loss) from the remeasurement of foreign currency, (iv) indirect taxes related to intercompany activity, (v) acquisition related transaction costs, (vi) employee retention costs, such as incentive compensation associated with acquisition activities, (vii) restructuring and (viii) gain (loss) from investments. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for period-to-period comparisons of our business.

Previous wording

Non-GAAP Operating Expenses -Non-GAAP Operating Expenses represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, (iv) employee retention costs, such as incentive compensation associated with acquisition activities and (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions.

Current wording

Non-GAAP Operating Expenses - Non-GAAP Operating Expenses represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, (iv) employee retention costs, such as incentive compensation associated with acquisition activities, (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions and (vi) restructuring.

Previous wording

These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, gross margin or net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, Revenue Less Ancillary Services at Constant Currency, EBITDA, Adjusted EBITDA and Non-GAAP Operating Expenses to the most directly comparable GAAP financial measure are presented below. We encourage you to review these reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Current wording

These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, gross margin or net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, FX Neutral Revenue Less Ancillary Services, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Operating Expenses to the most directly comparable GAAP financial measure are presented below. We encourage you to review these reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Previous wording

The tables below provide reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, Revenue Less Ancillary Services at Constant Currency, EBITDA, Adjusted EBITDA and Non-GAAP Operating Expenses to the most comparable GAAP figure on a consolidated basis for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.

Current wording

The tables below provide reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, FX Neutral Revenue Less Ancillary Services, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Operating Expenses to the most comparable GAAP figure on a consolidated basis for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.

Previous wording

EBITDA and Adjusted EBITDA:

Current wording

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin:

Previous wording

Acquisition related transaction costs consisted of legal and advisory fees incurred in connection with the Invoiced acquisition.

Current wording

Acquisition related transaction costs consisted of legal and advisory fees incurred in connection with the Sertifi acquisition.

Previous wording

As of September 30, 2024, our principal source of liquidity is cash and cash equivalents of $565.0 million, short-term available-for-sale debt securities of $116.1 million and the available undrawn balance under our 2024 Revolving Credit Facility of $125.0 million. Cash equivalents is comprised primarily of money market funds and bank deposits. Our short-term available-for-sale debt securities are comprised of corporate bonds, U.S. Government obligations and asset backed securities.

Current wording

As of March 31, 2025, our principal source of liquidity is cash and cash equivalents of $190.5 million, short-term available-for-sale debt securities of $64.8 million and the available balance under our 2024 Revolving Credit Facility of $65.0 million. Cash equivalents is comprised primarily of money market funds and bank deposits. Our short-term available-for-sale debt securities are comprised of corporate bonds, U.S. Government obligations and asset backed securities.

Previous wording

On August 6, 2024, the Company announced a share repurchase program of up to $150 million of outstanding voting and non-voting common stock for an indefinite period as part of the Company’s Repurchase Program. For additional information on our Repurchase Program, see Note 11 - Stockholders’ Equity in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. During the three and nine months ended September 30, 2024, the Company repurchased 1,291,252 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of $23.1 million under the Repurchase Program. The repurchased shares are currently being held as treasury stock. As of September 30, 2024, approximately $127.1 million of the originally authorized amount under the Repurchase Program remained available for future repurchases.

Current wording

On August 6, 2024, the Company announced a share repurchase program of up to $150 million of outstanding voting and non-voting common stock for an indefinite period as part of the Company’s Repurchase Program. For additional information on our Repurchase Program, see Note 13- Stockholders’ Equity in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. During the three months ended March 31, 2025, the Company repurchased 3,562,643 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of $48.4 million under the Repurchase Program. The repurchased shares are currently being held as treasury stock. As of March 31, 2025, approximately $57.0 million of the originally authorized amount under the Repurchase Program remained available for future repurchases.

Previous wording

On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million, which replaced the Revolving Credit Facility of $50.0 that was in effect as of December 31, 2023.

Current wording

On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million, which replaced the Revolving Credit Facility of $50.0 that was in effect as of December 31, 2023. During the three months ended March 31, 2025, we drew down $125.0 million under the 2024 Revolving Credit Facility in connection with the acquisition of Sertifi. During the three months ended March 31, 2025, we repaid 65.0 million against the 2024 Revolving Credit Facility. The outstanding balance of the 2024 Revolving Credit Facility was $60.0 million at March 31, 2025. There was no outstanding balance of the 2024 Revolving Credit Facility at December 31, 2024.

Previous wording

Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes in other assets and liabilities.

Current wording

Net cash used in operating activities consists of net loss adjusted for certain non-cash items and changes in other assets and liabilities.

Previous wording

During the nine months ended September 30, 2024, net cash provided by operating activities of $132.9 million was primarily the result of net income of $18.8 million, adjusted for non-cash expenses of $53.4 million, which primarily included stock-based compensation expenses of $48.4 million and depreciation and amortization of $12.7 million, offset by $60.8 million related to changes in our operating assets and liabilities, net of acquisitions.

Current wording

During the three months ended March 31, 2025, net cash used by operating activities of $78.9 million was primarily the result of net loss of $4.2 million, adjusted for non-cash expenses of $25.0 million, which primarily included stock-based compensation expenses of $18.2 million and depreciation and amortization of $5.5 million, offset by $99.7 million related to changes in our operating assets and liabilities, net of acquisitions.