Flywire Corp

Previous 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.

Current wording

Rapid domestic and international payments volume growth. We have grown our total payment volume by approximately 22% period-over-period from $4.9 billion during the three months ended June 30, 2024 to $5.9 billion during the three months ended June 30, 2025. We have grown our total payment volume by approximately 21% period-over-period from $11.8 billion during the six months ended June 30, 2024 to $14.3 billion during the six months ended June 30, 2025.

Previous 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.

Current wording

As of June 30, 2025, we serve over 4,700 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 1,400 clients as of June 30, 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 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.

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, $14.3 billion, and $11.8 billion in total payment volume during the year ended December 31, 2024 and six months ended June 30, 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 $265.3 million and $217.8 million for the six months ended June 30, 2025 and 2024, respectively, and had net loss of $16.2 million and $20.1 million, respectively, for the same periods.

Previous 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%.

Current wording

We had approximately 1,355 full-time FlyMates as of June 30, 2025, compared to approximately 1,281 full-time FlyMates as of June 30, 2024, an increase of 5.8%.

Previous wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and $125 million borrowed from our existing 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand its offerings to support over 20,000 hotel locations globally. Sertifi contributed $3.0 million in platform revenue and $1.7 million in transactional revenue during the three months ended March 31, 2025.

Current wording

In February 2025, we entered into a Purchase and Sale Agreement (the Agreement) to acquire the business of Sertifi LLC (Sertifi) for upfront cash consideration of $330 million, subject to certain post-closing adjustments set forth in the Agreement, and contingent consideration of up to $10 million upon the completion or satisfaction of certain technical and commercial milestones by Sertifi. Sertifi is a vertical software and payments platform digitizing hospitality-specific workflows and associated payments. We paid the upfront cash consideration through a combination of cash on hand and borrowings from our existing 2024 Revolving Credit Facility. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand its offerings to support over 20,000 hotel locations globally. Sertifi contributed $7.7 million and $10.7 million in platform revenue during the three and six months ended June 30, 2025, respectively, and $4.7 and $6.4 million in transactional revenue during the three and six months ended June 30, 2025, respectively.

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. 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.

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 $51.7 million, consisting of approximately $47.2 million in cash consideration, net of cash acquired and up to $4.5 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.

Previous wording

In February 2025, we announced a restructuring plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $7.3 million during the three months ended March 31, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive loss, primarily consisting of cash expenditures for severance payments, employee benefits and facilitation costs of $5.1 million, as well as non-cash expenditures related to acceleration of vesting of share-based awards of $2.2 million. As of March 31, 2025, the accrued restructuring liability was $1.9 million, which is included within accounts payable and accrued expenses and other current liabilities in the condensed consolidated balance sheets. We estimate total costs of approximately $7.0 million to $9.0 million to be incurred in connection with the Restructuring Plan and for the costs to be substantially complete by the end of the second quarter of 2025.

Current wording

In February 2025, we announced a restructuring plan that is designed to improve operational efficiencies, reduce operating costs and better align our workforce with current business needs, top strategic priorities and key growth opportunities (collectively, the Restructuring Plan). In connection with the Restructuring Plan, we incurred restructuring and restructuring-related charges of $1.4 million and $8.7 million during the three and six months ended June 30, 2025, recorded within restructuring expenses on the condensed consolidated statements of operations and comprehensive loss. Restructuring costs during the three months ended June 30, 2025 primarily consists of cash expenditures for severance payments, employee benefits and facilitation costs of $1.3 million, and non-cash expenditures related to acceleration of vesting of share-based awards of $0.1 million. Restructuring costs during the six months ended June 30, 2025 primarily consists of cash expenditures for severance payments, employee benefits and facilitation costs of $6.4 million, and non-cash expenditures related to acceleration of vesting of share-based awards of $2.3 million. As of June 30, 2025, the accrued restructuring liability was $1.6 million, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Total costs incurred in connection with the Restructuring Plan were complete as of June 30, 2025.

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. 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.

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 six months ended June 30, 2025 and which we anticipate will continue to impact our Canada revenues and revenue growth in 2025.

Previous wording

Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the first quarter of 2025 and we anticipate will continue to impact our Australian revenues in 2025.

Current wording

Similarly, since late 2023, the Australian government has taken similar actions to tighten international student visa rules, including an increase in the amount of minimum savings that international students would need to have in order to obtain a visa, raising the standards of the English language proficiency requirements for student and graduate visas, a 125% increase in the visa fee for international students, and the imposition of a ban for holders of visitor visas and students holding temporary graduate visas from applying for a student visa while in Australia. In August 2024, the Australian government announced the setting of a national planning level to apply from January 1, 2025 and which is intended to limit the number of new overseas student places available in Australia – including a ceiling of 270,000 international students for calendar year 2025. However, in December 2024, the government announced a change of course, instead implementing a system to introduce two categories of student visa processing: “high priority” and “standard priority”, with all international education providers to receive high priority processing up to 80% of their indicative international student cap. After reaching 80%, the providers will receive standard priority processing. In August 2025, the Australian government announced the setting of a national planning level to apply a ceiling of 295,000 international students for 2026. These new Australian government policies, including university quotas, slower visa processing, higher fees, and stricter financial and language requirements, has had an adverse impact on our business in the six months ended June 30, 2025 and we anticipate will continue to impact our Australian revenues in 2025.

Previous wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. Our U.S. market saw slower growth in the first quarter of 2025 due to shifting visa trends. In addition, in the first quarter of 2025 U.S. policy shifts have prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials may discourage prospective international students from choosing U.S. institutions as places for study. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these changes to U.S. immigration policy and heightened trade tensions from the threat or imposition of tariffs will also dampen demands for international study and impact our revenue growth in the U.S. in 2025.

Current wording

Other governments where our client institutions are located, including in the U.S., may introduce measures from time to time to manage the growth of the international student population in their respective countries, which may have adverse effects on our business. Our U.S. market saw slower growth in the six months ended June 30, 2025 due to shifting visa trends. In addition, in the first half of 2025 U.S. policy shifts have prompted dramatic action to rescind student visas (including deportation of students), plan additional cutbacks to the volume of international student visa issuances and more closely scrutinize applications for international student visas, and to cut government support for higher education, adding to uncertainty around the number of students coming to the U.S. to study in the near future. Delays in issuances of visas or visa denials may discourage prospective international students from choosing U.S. institutions as places for study. The existing rules and any introduction of new rules further limiting the attractiveness of international study by the governments of countries where our client institutions are located has and is expected in the near term to continue to adversely impact the growth of our business in the applicable regions. We expect these changes to U.S. immigration policy and heightened trade tensions from the threat or imposition of tariffs will continue to dampen demands for international study and adversely impact our revenue growth in the U.S. in 2025.

Previous wording

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

Current wording

Inflation did not have a material effect on our cash flows and results of operations during the three and six months ended June 30, 2025.

Previous wording

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources and IT functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Current wording

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources IT and other administrative functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Previous wording

Interest expense consists of interest, amortization of debt issuance costs and unused commitment fees on our 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

Current wording

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. Interest expense consists of interest, amortization of debt issuance costs and unused commitment fees on our 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

Previous wording

(Benefit from) provision for income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losses (NOL) carryforwards for U.S. Federal and state tax purposes as we expand the scale of our business activities. Changes in the U.S. and foreign tax law may impact our overall (benefit from) provision for income taxes in the future.

Current wording

Provision for income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losses (NOL) carryforwards for U.S. Federal and state tax purposes as we expand the scale of our business activities. Changes in the U.S. and foreign tax law may impact our overall provision for income taxes in the future.

Previous 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:

Current wording

Revenue was $131.9 million for the three months ended June 30, 2025, compared to $103.7 million for the three months ended June 30, 2024, an increase of $28.2 million or 27.2%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

Previous 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.

Current wording

Transaction revenue was $100.6 million for the three months ended June 30, 2025, compared to $85.3 million for the three months ended June 30, 2024, an increase of $15.3 million or 17.9%. The increase in transaction revenue was primarily driven by growth in transaction payment volumes inclusive of the Sertifi acquisition for the three months ended June 30, 2025 from both our existing clients and new clients added during the three months ended June 30, 2025 compared to three months ended June 30, 2024. Our transaction payment volume outpaced our revenue growth during the three months ended June 30, 2024, 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 June 30, 2025 to $5.0 billion compared to $3.9 billion during the three months ended June 30, 2024.

Previous 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.

Current wording

Technology and development expenses were $17.1 million for the three months ended June 30, 2025, compared to $15.8 million for the three months ended June 30, 2024, an increase of $1.3 million or 8.2%. 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 June 30, 2025 compared to $9.7 million for the three months ended June 30, 2024, an increase of $1.1 million or 11.3%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $3.2 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024, an increase of $0.4 million or 14.3%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates, including our new FlyMates from our recent acquisition of Sertifi. Software tools were $1.3 million for the three months ended June 30, 2025, compared to $1.4 million for the three months ended June 30, 2024, a decrease of $0.1 million or 7.1%. The decrease in software tools was primarily due to optimization of our technology infrastructure.

Previous 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.

Current wording

Selling and marketing expenses were $38.4 million for the three months ended June 30, 2025, compared to $31.8 million for the three months ended June 30, 2024, an increase of $6.6 million or 20.8%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, stock-based compensation expense, professional fees, engineering tools and depreciation and amortization expense. Personnel costs were $17.6 million for the three months ended June 30, 2025, compared to $16.5 million for the three months ended June 30, 2024, an increase of $1.1 million or 6.7%. The increase in personnel costs was primarily driven by higher headcount resulting from our recent acquisition of Sertifi. Stock-based compensation expense was $4.9 million for the three months ended June 30, 2025, compared to $4.7 million for the three months ended June 30, 2024, an increase of $0.2 million or 4.3%. The increase in stock-based compensation was attributable to equity grants awarded to existing and new FlyMates, including new FlyMates from our recent acquisition of Sertifi. Professional fees were $5.8 million for the three months ended June 30, 2025, compared to $4.5 million for the three months ended June 30, 2024, an increase of $1.3 million or 28.9%. The increase in professional fees was primarily due to increases in third party commissions. Engineering tools were $1.3 million for the three months ended June 30, 2025, compared to $0.6 million for the three months ended June 30, 2024, an increase of $0.7 million or 116.7%. The increase in engineering tools was primarily due to the acquisition of Sertifi. Depreciation and amortization was $4.3 million for the three months ended June 30, 2025, compared to $1.9 million for the three months ended June 30, 2024, an increase of $2.4 million or 126.3%. The increase in depreciation and amortization expense was primarily due to acquired intangible assets related to the Sertifi and Invoiced acquisitions.

Previous wording

Restructuring expenses were $7.3 million for the three months ended March 31, 2025. There were no restructuring expenses during the three months ended March 31, 2024. Restructuring expenses included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments and other related expenses of $5.1 million and $2.2 million of expense related to the acceleration of stock-based compensation for terminated employees.

Current wording

Restructuring expenses were $1.4 million for the three months ended June 30, 2025. There were no restructuring expenses during the three months ended June 30, 2024. Restructuring expenses included restructuring and restructuring-related expenses incurred as part of the Restructuring Plan announced in February 2025, related primarily to severance payments, employee benefits and facilitation costs of $1.2 million and $0.2 million related to the acceleration of stock-based compensation for terminated employees.

Previous wording

Interest income was $2.9 million for the three months ended March 31, 2025, compared to $5.9 million for the three months ended March 31, 2024, a decrease of $3.0 million or 50.8%. The decrease in interest income was primarily attributable to the decrease in our cash balance as a result of spending cash on our share repurchase program and the acquisition of Sertifi.

Current wording

Interest income was $1.1 million for the three months ended June 30, 2025, compared to $5.7 million for the three months ended June 30, 2024, a decrease of $4.6 million or 80.7%. The decrease in interest income was primarily attributable to the decrease in our cash balance as a result of spending cash on the Share Repurchase Program and recent acquisitions.

Previous 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.

Current wording

Gain from remeasurement of foreign currency was $3.9 million for the three months ended June 30, 2025, compared to $1.0 million for the three months ended June 30, 2024, an increase of $2.9 million or 290.0%. 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 $(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.

Current wording

Provision for income taxes was $7.0 million during the three months ended June 30, 2025, compared to $4.7 million during the three months ended June 30, 2024, an increase of $2.3 million or 48.9%. The income tax provision for the three months ended June 30, 2025 and 2024 was primarily attributable to activity in the Company's foreign subsidiaries and U.S. state taxes. Our effective tax rate was (138.8)% for the three months ended June 30, 2025 compared to (50.8)% for the three months ended June 30, 2024.

Previous 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.

Current wording

Platform and other revenues were $56.3 million for the six months ended June 30, 2025, compared to $37.3 million for the six months ended June 30, 2024, an increase of $19.0 million or 50.9%. 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 $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.

Current wording

Payment processing services costs were $104.5 million for the six months ended June 30, 2025, compared to $81.5 million for the six months ended June 30, 2024, an increase of $23.0 million or 28.2%. The increase in payment processing services costs is correlated with the increase in transaction payment volume of 28% over the same period.

Previous wording

General and administrative expenses were $33.1 million for the three months ended March 31, 2025, compared to $31.6 million for the three months ended March 31, 2024, an increase of $1.5 million or 4.7%. The increase in general and administrative expenses was primarily driven by increases in acquisition costs and the change in fair value of contingent consideration, partially offset by a decrease in personnel costs. Acquisition costs were $2.5 million for the three months ended March 31, 2025, compared to less than $0.1 million for the three months ended March 31, 2024, an increase of $2.4 million. The increase in acquisition costs was attributable to the Sertifi acquisition during the three months ended March 31, 2025. The increase in the fair value of contingent consideration was $0.2 million for the three months ended March 31, 2025, compared to a reduction of $0.5 million for the three months ended March 31, 2024, representing a change of $0.7 million. The increase in the fair value of contingent consideration during the three months ended March 31, 2025 was due to the time value of money as we progress closer to payment of the contingent consideration liability for the StudyLink and Invoiced acquisitions and the decrease in the fair value of contingent consideration during the three months ending March 31, 2024, was primarily due to a revised estimate on a cross-sell target related to the StudyLink acquisition. Personnel costs were $11.9 million for the three months ended March 31, 2025, compared to $13.2 million for the three months ended March 31, 2024, a decrease of $1.3 million or 9.8%. The decrease in personnel costs was primarily driven by a decrease in bonus expense for a reduction in annual incentives.

Current wording

General and administrative expenses were $63.2 million for the six months ended June 30, 2025, compared to $63.6 million for the six months ended June 30, 2024, a decrease of $0.4 million or $0.6%. The decrease in general and administrative expenses was primarily driven by decreases in personnel costs, professional fees and stock-based compensation partially offset by increases in acquisition costs and the change in fair value of contingent consideration. Personnel costs were $24.2 million for the six months ended June 30, 2025, compared to $25.1 million for the six months ended June 30, 2024, a decrease of $0.9 million or 3.7%. The decrease in personnel costs was primarily driven by the savings realized from the restructuring initiatives implemented in the previous quarter, offset by higher headcount from our recent acquisition of Sertifi. Professional fees were $6.3 million for the six months ended June 30, 2025, compared to $7.8 million for the six months ended June 30, 2024, a decrease of $1.5 million or 19.2%. The decrease in professional fees was primarily driven by the capitalization of consultant fees related to software implementation initiatives and a decrease in external legal fees. Stock-based compensation was $17.5 million for the six months ended June 30, 2025, compared to $17.9 million for the six months ended June 30, 2024, a decrease of $0.4 million, or 2.2%. The decrease in stock-based compensation was primarily due to savings realized from the restructuring initiatives implemented in the previous quarter, offset by equity grants awarded to new FlyMates from the recent acquisition of Sertifi . Acquisition costs were $2.5 million for the six months ended June 30, 2025, compared to less than $0.1 million for the six months ended June 30, 2024, an increase of $2.5 million. The increase in acquisition costs was attributable to the Sertifi acquisition during the six months ended June 30, 2025. The increase in the fair value of contingent consideration was a reduction of $(0.5) million for the six months ended June 30, 2025, compared to a reduction of $(0.9) million for the six months ended June 30, 2024, representing a change of $0.4 million. The increase in the fair value of contingent consideration during the six months ended June 30, 2025 was due updated assumptions for the probability of achievement of milestones, net of the time value of money as we progress closer to payment of the contingent consideration liability for the Sertifi and Invoiced acquisitions.

Previous 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.

Current wording

Interest expense was $1.8 million for the six months ended June 30, 2025, compared to $0.3 million for the six months ended June 30, 2024, an increase of $1.5 million or 500.0%. During the six months ended June 30, 2025, we drew down $125.0 million and repaid $65.0 million from our 2024 Revolving Credit Facility. As of June 30, 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 from sale of available-for-sale debt securities was $0.2 million for the three months ended March 31, 2025 compared to no gain, as there were no available-for-sale debt security investments during the three months ended March 31, 2024.

Current wording

Gain from sale of available-for-sale debt securities was $0.2 million for the six months ended June 30, 2025 compared to no gain, as there were no available-for-sale debt security investments during the six months ended June 30, 2024.

Previous 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.

Current wording

For the three months ended June 30, 2025, transaction revenue and platform and other revenues represented 76.3% and 23.7% of our revenue, respectively. For the three months ended June 30, 2025, transaction revenue and platform and other revenues represented 78.8% and 21.2% of our total revenue less ancillary services, respectively. For the three months ended June 30, 2024, transaction revenue and platform and other revenues represented 82.3% and 17.7% of our revenue, respectively. For the three months ended June 30, 2024, transaction revenue and platform and other revenues represented 85.2% and 14.8% of our total revenue less ancillary services, respectively.

Previous 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.

Current wording

For the three months ended June 30, 2025, our total payment volume was approximately $5.9 billion, consisting of $5.0 billion of total payment volume from transactions included in transaction revenue, and $0.9 billion of total payment volume from transactions included in platform and other revenues. For the three months ended June 30, 2024, our total payment volume was approximately $4.9 billion, consisting of $3.9 billion of total payment volume from transactions included in transaction revenue, and $1.0 billion of total payment volume from transactions included in platform and other revenues.

Previous wording

Adjusted Gross Profit - Adjusted Gross Profit represents Revenue Less Ancillary Services, less cost of revenue adjusted to (i) exclude pass-through cost for printing services, (ii) offset marketing fees against costs incurred and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration, if applicable. Management believes this presentation supplements the GAAP presentation of gross profit with a useful measure of the gross profit of our payment-related services, which are the primary services we provide to our clients.

Current wording

Adjusted Gross Profit - Adjusted Gross Profit represents Revenue Less Ancillary Services, less cost of revenue adjusted to (i) exclude pass-through cost for printing services, (ii) offset marketing fees against costs incurred and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration, if applicable. Management believes this presentation supplements the GAAP presentation of gross profit with a useful measure of the gross profit of our payment processing-related services, which are the primary services we provide to our clients.

Previous wording

EBITDA -EBITDA represents our consolidated net income (loss) in accordance with GAAP adjusted to include (i) interest expense, (ii) interest income, (iii) (benefit from) provision for income taxes and (iv) depreciation and amortization.

Current wording

EBITDA -EBITDA represents our consolidated net income (loss) in accordance with GAAP adjusted to include (i) interest expense, (ii) interest income, (iii) provision for income taxes and (iv) depreciation and amortization.

Previous 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.

Current wording

As of June 30, 2025, our principal source of liquidity is cash and cash equivalents of $249.7 million, short-term available-for-sale debt securities of $24.5 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 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.

Current wording

On August 6, 2024, we announced the 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 six months ended June 30, 2025, the Company repurchased 4,126,685 shares of its common stock for an aggregate amount, including commissions and accrued excise tax, of $53.5 million under the Repurchase Program. The repurchased shares are held as treasury stock. As of June 30, 2025, approximately $52.0 million of the originally authorized $150 million 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. 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.

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 six months ended June 30, 2025, we drew down $125.0 million under the 2024 Revolving Credit Facility in connection with the acquisition of Sertifi. During the six months ended June 30, 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 June 30, 2025. There was no outstanding balance of the 2024 Revolving Credit Facility at December 31, 2024.

Previous 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.

Current wording

During the six months ended June 30, 2025, net cash used by operating activities of $54.8 million was primarily the result of net loss of $16.2 million, adjusted for non-cash expenses of $48.9 million, which primarily included stock-based compensation expenses of $35.7 million and depreciation and amortization of $12.3 million, offset by $87.5 million related to changes in our operating assets and liabilities, net of acquisitions.

Previous wording

During the three months ended March 31, 2024, cash used in operating activities of $38.1 million was primarily the result of net loss of $6.2 million adjusted for non-cash expenses of $18.3 million, which primarily include stock-based compensation expenses of $14.8 million and depreciation and amortization of $4.3 million, offset by changes in our operating assets and liabilities of $50.2 million.

Current wording

During the six months ended June 30, 2024, cash used in operating activities of $57.4 million was primarily the result of net loss of $20.1 million adjusted for non-cash expenses of $38.8 million, which primarily include stock-based compensation expenses of $31.9 million and depreciation and amortization of $8.5 million, offset by changes in our operating assets and liabilities of $76.1 million.

Previous wording

Net cash used in operating activities was $78.9 million during the three months ended March 31, 2025, compared to $38.1 million during the three months ended March 31, 2024. The decrease of $40.8 million in our net cash used in operating activities was primarily related to a net decrease in our operating assets and liabilities, net of acquisitions of $99.7 million during the three months ended March 31, 2025, compared to a net decrease of $50.2 million during the three months ended March 31, 2024. This decrease was driven by an increase in funds payable to clients of $24.4 million compared to the prior year period primarily as a result of the timing of payments to our clients in the applicable period, a decrease in funds receivable from payment partners of $11.9 million, as a result of the timing of collections from our partners in the applicable period and a decrease in prepaid expense, other current assets and other assets of $11.0 million, as a result of the timing of payments for certain prepaid subscriptions and other receivables. The timing of payments to our clients will vary from period to period based on when our client’s customer payment for a particular transaction is made and when we are contractually required to remit such payment to our client. The timing of collections from our partners will vary from period to period based on when our clients’ customer payment for a particular transaction is made, as well as the customer’s payment method which impacts the timing of settlement of the payment. This net increase in cash used in operating activities was also impacted by our operating cash flows from our net income (after adjustments for an increase in non-cash expenses of $5.3 million) which increased by $6.7 million for the three months ended March 31, 2025, compared to the prior period, reflective of the growth in transaction payment volumes, from both our existing clients and new clients and gains in foreign currency translation remeasurement of foreign currency, offset by increases in our costs and operating expenses, the largest of which was our payment processing services costs.

Current wording

Net cash used in operating activities was $54.8 million during the six months ended June 30, 2025, compared to $57.4 million during the six months ended June 30, 2024. The increase of $2.6 million in our net cash used in operating activities was primarily related to a net decrease in our operating assets and liabilities, net of acquisitions of $87.5 million during the six months ended June 30, 2025, compared to a net decrease of $76.1 million during the six months ended June 30, 2024. This decrease was driven by a decrease in funds payable to clients of $31.0 million compared to the prior year period primarily as a result of the timing of payments to our clients in the applicable period, a decrease in funds receivable from payment partners of $27.1 million, as a result of the timing of collections from our partners in the applicable period and a decrease in prepaid expense, other current assets and other assets of $13.4 million, as a result of the timing of payments for certain prepaid subscriptions and other receivables. The timing of payments to our clients will vary from period to period based on when our client’s customer payment for a particular transaction is made and when we are contractually required to remit such payment to our client. The timing of collections from our partners will vary from period to period based on when our clients’ customer payment for a particular transaction is made, as well as the customer’s payment method which impacts the timing of settlement of the payment. This net increase in cash used in operating activities was also impacted by our operating cash flows from our net income (after adjustments for an increase in non-cash expenses of $10.0 million) which increased by $14.0 million for the six months ended June 30, 2025, compared to the prior period, reflective of the growth in transaction payment volumes, from both our existing clients and new clients and gains in foreign currency translation remeasurement of foreign currency, offset by increases in our costs and operating expenses, the largest of which was our payment processing services costs.

Previous wording

During the three months ended March 31, 2025, cash used in investing activities of $237.9 million was primarily the result of our acquisition of Sertifi for cash purchase consideration of $319.8 million, net of cash acquired and purchase of short-term and long-term investments for $15.3 million, offset by the proceeds from the maturity and sale of short and long-term investments of $98.7 million.

Current wording

During the six months ended June 30, 2025, cash used in investing activities of $196.4 million was primarily the result of our acquisition of Sertifi for cash purchase consideration of $319.8 million, net of cash acquired and purchase of short-term and long-term investments for $14.8 million, offset by the proceeds from the maturity and sale of short and long-term investments of $142.3 million.

Previous wording

During the three months ended March 31, 2024, cash used in investing activities of $1.5 million was the result of approximately $1.3 million of capitalization of internally developed software and approximately $0.3 million of purchase of property and equipment.

Current wording

During the six months ended June 30, 2024, cash used in investing activities of $62.2 million was the result of approximately $58.5 million of purchase of short-term and long-term investments, $3.3 million of capitalization of internally developed software and $0.6 million of purchase of property and equipment, offset by approximately $0.2 million from the proceeds from the sale of long-term investments.

Previous wording

During the three months ended March 31, 2025, cash provided by financing activities of $11.6 million was primarily the result of drawdowns from our 2024 Credit Facility of $125.0 million offset by the repayment of $65.0 million on our 2024 Credit Facility and common stock repurchase under our share repurchase program of $49.3 million.

Current wording

During the six months ended June 30, 2025, cash provided by financing activities of $3.6 million was primarily the result of drawdowns from our 2024 Credit Facility of $125.0 million offset by the repayment of $65.0 million on our 2024 Credit Facility and common stock repurchase under our Repurchase Program of $54.3 million.