What changed in Flywire Corp's 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of Flywire Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+259 added−282 removedSource: 10-K (2025-02-26) vs 10-K (2023-12-31)
Top changes in Flywire Corp's 2024 10-K
259 paragraphs added · 282 removed · 178 edited across 1 sections
- Item 1C. Cybersecurity+259 / −282 · 178 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
178 edited+81 added−104 removed106 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
178 edited+81 added−104 removed106 unchanged
2023 filing
2024 filing
Biggest changeRevenue Less Ancillary Services, Adjusted Gross Profit and Adjusted Gross Margin: Year Ended December 31, (dollars in millions) 2023 2022 2021 Revenue $ 403.1 $ 289.4 $ 201.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing (19.4 ) (20.4 ) (18.2 ) Marketing fees (2.2 ) (1.9 ) (1.8 ) Revenue Less Ancillary Services $ 381.5 $ 267.1 $ 181.1 Payment processing services costs 147.3 107.9 70.2 Hosting and amortization costs within technology and development expenses 8.4 6.6 5.7 Cost of Revenue $ 155.7 $ 114.5 $ 75.9 Adjusted to: Exclude printing and mailing costs (19.4 ) (20.4 ) (18.2 ) Offset marketing fees against related costs (2.2 ) (1.9 ) (1.8 ) Exclude depreciation and amortization (6.7 ) (7.0 ) (4.5 ) Adjusted Cost of Revenue $ 127.4 $ 85.2 $ 51.4 Gross Profit $ 247.4 $ 174.9 $ 125.2 Gross Margin 61.4 % 60.4 % 62.3 % Adjusted Gross Profit $ 254.1 $ 181.9 $ 129.7 Adjusted Gross Margin 66.6 % 68.1 % 71.6 % (dollars in millions) Transaction Platform and Usage-Based Fee Year Ended December 31, 2023 Revenue $ 329.7 $ 73.4 $ 403.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (19.4 ) (19.4 ) Marketing fees (2.2 ) — (2.2 ) Revenue Less Ancillary Services $ 327.5 $ 54.0 $ 381.5 Percentage of Revenue 81.8 % 18.2 % 100.0 % Percentage of Revenue Less Ancillary Services 85.8 % 14.2 % 100.0 % (dollars in millions) Transaction Platform and Usage-Based Fee Year Ended December 31, 2022 Revenue $ 224.2 $ 65.2 $ 289.4 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (20.4 ) (20.4 ) Marketing fees (1.9 ) — (1.9 ) Revenue Less Ancillary Services $ 222.3 $ 44.8 $ 267.1 Percentage of Revenue 77.5 % 22.5 % 100.0 % Percentage of Revenue Less Ancillary Services 83.2 % 16.8 % 100.0 % 84 Table of Contents (dollars in millions) Transaction Platform and Usage-Based Fee Year Ended December 31, 2021 Revenue $ 148.0 $ 53.1 $ 201.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (18.2 ) (18.2 ) Marketing fees (1.8 ) — (1.8 ) Revenue Less Ancillary Services $ 146.2 $ 34.9 $ 181.1 Percentage of Revenue 73.6 % 26.4 % 100.0 % Percentage of Revenue Less Ancillary Services 80.7 % 19.3 % 100.0 % Revenue Less Ancillary Services at Constant Currency: Year Ended December 31, Growth Rate (dollars in millions) 2023 2022 Revenue $ 403.1 $ 289.4 39.3 % Ancillary services (21.6 ) (22.3 ) Revenue Less Ancillary Services 381.5 267.1 42.8 % Effects of foreign currency rate fluctuations $ 1.4 — Revenue Less Ancillary Services at constant currency $ 382.9 $ 267.1 43.4 % EBITDA and Adjusted EBITDA: Year Ended December 31, (in millions) 2023 2022 2021 Net loss $ (8.6 ) $ (39.3 ) $ (28.1 ) Interest expense 0.4 1.2 2.0 Interest income (13.3 ) (3.2 ) — Provision for income taxes 4.2 2.0 2.2 Depreciation and amortization 16.4 14.1 9.0 EBITDA (0.9 ) (25.2 ) (14.9 ) Stock-based compensation expense and related taxes 45.2 31.2 18.9 Change in fair value of contingent consideration 0.4 (2.8 ) 2.3 Change in fair value of preferred stock warrant liability — — 10.8 Gain (loss) from remeasurement of foreign currency (4.2 ) 9.2 (0.1 ) Indirect taxes related to intercompany activity 0.2 0.4 0.9 Acquisition related transaction costs (1) 0.4 0.8 0.7 Acquisition related employee retention costs (2) 0.9 1.4 4.2 Adjusted EBITDA $ 42.0 $ 14.9 $ 22.8 (1) Acquisition related transaction costs consisted of legal and advisory fees incurred in connection with the StudyLink, Cohort Go and WPM acquisitions.
Biggest changeRevenue Less Ancillary Services, Adjusted Gross Profit and Adjusted Gross Margin: Year Ended December 31, (dollars in millions) 2024 2023 2022 Revenue $ 492.1 $ 403.1 $ 289.4 Adjusted to exclude gross up for: Pass-through cost for printing and mailing (15.9 ) (19.4 ) (20.4 ) Marketing fees (2.0 ) (2.2 ) (1.9 ) Revenue Less Ancillary Services $ 474.2 $ 381.5 $ 267.1 Payment processing services costs 177.5 147.3 107.9 Hosting and amortization costs within technology and development expenses 7.7 8.4 6.6 Cost of Revenue $ 185.2 $ 155.7 $ 114.5 Adjusted to: Exclude printing and mailing costs (15.9 ) (19.4 ) (20.4 ) Offset marketing fees against related costs (2.0 ) (2.2 ) (1.9 ) Exclude depreciation and amortization (5.9 ) (6.7 ) (7.0 ) Adjusted Cost of Revenue $ 161.4 $ 127.4 $ 85.2 Gross Profit $ 306.9 $ 247.4 $ 174.9 Gross Margin 62.4 % 61.4 % 60.4 % Adjusted Gross Profit $ 312.8 $ 254.1 $ 181.9 Adjusted Gross Margin 66.0 % 66.6 % 68.1 % 94 (dollars in millions) Transaction Platform and other revenues Year Ended December 31, 2024 Revenue $ 410.2 $ 81.9 $ 492.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (15.9 ) (15.9 ) Marketing fees (2.0 ) — (2.0 ) Revenue Less Ancillary Services $ 408.2 $ 66.0 $ 474.2 Percentage of Revenue 83.4 % 16.6 % 100.0 % Percentage of Revenue Less Ancillary Services 86.1 % 13.9 % 100.0 % (dollars in millions) Transaction Platform and other revenues Year Ended December 31, 2023 Revenue $ 329.7 $ 73.4 $ 403.1 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (19.4 ) (19.4 ) Marketing fees (2.2 ) — (2.2 ) Revenue Less Ancillary Services $ 327.5 $ 54.0 $ 381.5 Percentage of Revenue 81.8 % 18.2 % 100.0 % Percentage of Revenue Less Ancillary Services 85.8 % 14.2 % 100.0 % (dollars in millions) Transaction Platform and other revenues Year Ended December 31, 2022 Revenue $ 224.2 $ 65.2 $ 289.4 Adjusted to exclude gross up for: Pass-through cost for printing and mailing — (20.4 ) (20.4 ) Marketing fees (1.9 ) — (1.9 ) Revenue Less Ancillary Services $ 222.3 $ 44.8 $ 267.1 Percentage of Revenue 77.5 % 22.5 % 100.0 % Percentage of Revenue Less Ancillary Services 83.2 % 16.8 % 100.0 % FX Neutral Revenue Less Ancillary Services: Year Ended December 31, Growth Rate (dollars in millions) 2024 2023 Revenue $ 492.1 $ 403.1 22.1 % Ancillary services (17.9 ) (21.6 ) Revenue Less Ancillary Services 474.2 381.5 24.3 % Effects of foreign currency rate fluctuations $ (2.3 ) FX Neutral Revenue Less Ancillary Services $ 471.9 $ 381.5 23.7 % 95 EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin: Year Ended December 31, (in millions) 2024 2023 2022 Net income (loss) $ 2.9 $ (8.6 ) $ (39.3 ) Interest expense 0.5 0.4 1.2 Interest income (21.4 ) (13.3 ) (3.2 ) (Benefit from) provision for income taxes (1.0 ) 4.2 2.0 Depreciation and amortization 18.5 16.4 14.1 EBITDA (0.5 ) (0.9 ) (25.2 ) Stock-based compensation expense and related taxes 65.8 45.2 31.2 Change in fair value of contingent consideration (1.0 ) 0.4 (2.8 ) Loss (gain) from remeasurement of foreign currency 11.8 (4.2 ) 9.2 Indirect taxes related to intercompany activity 0.7 0.2 0.4 Acquisition related transaction costs (1) 0.6 0.4 0.8 Acquisition related employee retention costs (2) 0.5 0.9 1.4 Adjusted EBITDA $ 77.9 $ 42.0 $ 14.9 (1) Acquisition related transaction costs consisted of legal and advisory fees incurred in connection with the Invoiced, StudyLink and Cohort Go acquisitions.
Reporting to Board of Directors Our CISO, in her capacity, regularly informs our Chief Financial Officer (CFO), GC & CCO, COO and CEO of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Flywire.
Reporting to Management and Board of Directors Our CISO, in her capacity, regularly informs our Chief Financial Officer (CFO), GC & CCO, COO and CEO of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Flywire.
The following table sets forth our consolidated results of operations for periods presented: Year Ended December 31, (dollars in millions) 2023 2022 $ Change % Change Revenue $ 403.1 $ 289.4 $ 113.7 39.3 % Payment processing services costs 147.3 107.9 39.4 36.5 % Technology and development 62.0 50.3 11.7 23.3 % Selling and marketing 107.6 78.5 29.1 37.1 % General and administrative 107.6 82.9 24.7 29.8 % Total costs and operating expense 424.6 319.6 105.0 32.9 % Loss from operations (21.5 ) (30.2 ) 8.7 (28.8 )% Interest expense (0.4 ) (1.2 ) 0.8 (66.7 )% Interest income 13.3 3.2 10.1 315.6 % Gain (loss) from remeasurement of foreign currency 4.2 (9.2 ) 13.4 (145.7 )% Total other income (expense), net 17.2 (7.1 ) 24.3 (342.3 )% Loss before provision for income taxes (4.4 ) (37.4 ) 33.0 (88.2 )% Provision for income taxes 4.2 2.0 2.2 110.0 % Net loss (8.6 ) (39.3 ) 30.7 (78.1 )% Foreign currency translation adjustment 3.2 (1.5 ) 4.7 (313.3 )% Comprehensive loss $ (5.3 ) $ (40.9 ) $ 35.6 (87.0 )% Revenue Revenue was $403.1 million for the year ended December 31, 2023, compared to $289.4 million for the year ended December 31, 2022, an increase of $113.7 million or 39.3%.
The following table sets forth our consolidated results of operations for periods presented: Year Ended December 31, (dollars in millions) 2023 2022 $ Change % Change Revenue $ 403.1 $ 289.4 $ 113.7 39.3 % Payment processing services costs 147.3 107.9 39.4 36.5 % Technology and development 62.0 50.3 11.7 23.3 % Selling and marketing 107.6 78.5 29.1 37.1 % General and administrative 107.6 82.9 24.7 29.8 % Total costs and operating expense 424.6 319.6 105.0 32.9 % Loss from operations (21.5 ) (30.2 ) 8.7 (28.8 )% Interest expense (0.4 ) (1.2 ) 0.8 (66.7 )% Interest income 13.3 3.2 10.1 315.6 % Gain (loss) gain from remeasurement of foreign currency 4.2 (9.2 ) 13.4 (145.7 )% Total other income (expense), net 17.2 (7.1 ) 24.3 (342.3 )% Loss before provision for income taxes (4.4 ) (37.4 ) 33.0 (88.2 )% Provision for income taxes 4.2 2.0 2.2 110.0 % Net loss (8.6 ) (39.3 ) 30.7 (78.1 )% Foreign currency translation adjustment 3.2 (1.5 ) 4.7 (313.3 )% Comprehensive loss $ (5.3 ) $ (40.9 ) $ 35.6 (87.0 )% Revenue Revenue was $403.1 million for the year ended December 31, 2023, compared to $289.4 million for the year ended December 31, 2022, an increase of $113.7 million or 39.3%.
Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in our consolidated balance sheets. Gains and losses from the remeasurement of foreign currencies into functional currencies are recognized in the consolidated statements of operations and comprehensive loss.
Resulting translation adjustments are included as a component of accumulated other comprehensive (loss) income in our consolidated balance sheets. Gains and losses from the remeasurement of foreign currencies into functional currencies are recognized in the consolidated statements of operations and comprehensive loss.
Properties Our corporate headquarters are located in Boston, Massachusetts, where we occupy facilities totaling approximately 10,946 square feet under a lease that expires in June 2027. We use these facilities for administration, finance, legal, compliance, human resources, global payments, IT, sales and marketing, engineering, and customer success. We maintain other leased locations in the United States and throughout the world.
Properties Our corporate headquarters are located in Boston, Massachusetts, where we occupy facilities totaling 10,946 square feet under a lease that expires in June 2027. We use these facilities for administration, finance, legal, compliance, human resources, global payments, IT, sales and marketing, engineering, and customer success. We maintain other leased locations in the United States and throughout the world.
Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from clients, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase public cloud capacity, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform.
Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from clients, the expansion of sales and marketing activities, the timing and extent of 97 spending to support development efforts, the price at which we are able to purchase public cloud capacity, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform.
The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, volume, cross-selling and engineering implementation milestones, a portion of which can be paid in the form of cash or shares of common stock, at our option, and is subject to exchange rate fluctuation adjustment between the U.S.
The contingent consideration represents additional payments that we may be required to make in the 81 future dependent on the successful achievement of revenue, volume, cross-selling and engineering implementation milestones, a portion of which can be paid in the form of cash or shares of common stock, at our option, and is subject to exchange rate fluctuation adjustment between the U.S.
During 2023, cash provided by operating activities of $80.6 million was primarily the result of net loss of $8.6 million adjusted for non-cash expenses of $62.4 million, which primarily consisted of stock-based compensation expense of $43.7 million and depreciation and amortization of $15.8 million, and the benefit of changes in operating assets and liabilities of $26.8 million.
During 2023, net cash provided by operating activities of $80.6 million was primarily the result of net loss of $8.6 million adjusted for non-cash expenses of $62.4 million, which primarily consisted of stock-based compensation expense of$43.7 million and depreciation and amortization of $15.8 million, and the benefit of changes in operating assets and liabilities, net of acquisitions of $26.8 million.
Her background includes extensive experience as an enterprise CISO and is well-recognized within the industry. Her in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CISO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
Her background includes extensive experience as an enterprise CISO and she is well-recognized within the industry. Her in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CISO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
We intend to procure additional space as we add FlyMates and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations. Ite m 3.
We intend to procure additional space as we strategically add FlyMates and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations. Ite m 3.
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 loss prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis.
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.
Management’s Role Managing Risk The CISO, General Counsel & Chief Compliance Officer (GC & CCO), Chief Operating Officer (COO) and the Chief Executive Officer (CEO) play a pivotal role in informing the Audit Committee on cybersecurity risks. They provide comprehensive briefings to the Audit Committee on a quarterly basis.
Management’s Role Managing Risk The CISO, General Counsel & Chief Compliance Officer (GC & CCO), Chief Operating Officer (COO) and the Chief Executive Officer (CEO) play a pivotal role in informing the Audit Committee on cybersecurity risks. They provide 74 comprehensive briefings to the Audit Committee on a quarterly basis.
Investing Activities During 2023, cash used in investing activities of $38.8 million was the result of our acquisition of StudyLink for a purchase consideration of $32.8 million, net of cash acquired, capitalization of internally developed software costs of $5.0 million and purchase of property and equipment for $1.0 million.
During 2023, cash used in investing activities of $38.8 million was the result of our acquisition of StudyLink for a purchase consideration of $32.8 million, net of cash acquired, capitalization of internally developed software costs of $5.0million and purchase of property and equipment for $1.0 million.
While we have experienced significant growth and increased demand for our solutions over recent periods, we expect to continue to incur losses in the short term and may not be able to achieve or maintain profitability in the future.
While we have experienced significant growth and increased demand for our solutions over recent periods, we may continue to incur losses in the short term and may not be able to achieve or maintain profitability in the future.
We believe that our existing cash will be sufficient to support our expected working capital needs and material cash requirements for at least the next 12 months from the issuance of these consolidated financial statements.
We believe that our existing cash and cash equivalents will be sufficient to support our expected working capital needs and material cash requirements for at least the next 12 months from the issuance of these consolidated financial statements.
As each day of providing these services is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. We satisfy the performance obligation as these services are provided.
As each day of providing these services is substantially the same 102 and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. We satisfy the performance obligation as these services are provided.
LLC, as representative of the several underwriters (Underwriters), in connection with the offer and sale of 8,000,000 shares of common stock, at a price to the public of $32.00 per share (the Primary Offering).
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).
Item 1C. Cybersecurity Flywire recognizes the critical importance of developing, implementing and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Item 1C. Cybersecurity Flywire recognizes the critical importance of developing, implementing and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our and our client’s data.
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 (Underwriters’ Option).
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).
This metric provides an important indication of the value of the transactions that our clients’ customers are completing on our payment platform and is an indicator of our ability to generate revenue from our clients. We define total payment volume as the total amount paid to our clients on our payments platform in a given period.
This metric provides an important indication of the value of the transactions that our clients’ customers are completing on our payment platform and is an indicator of our 82 ability to generate revenue from our clients. We define total payment volume as the total amount paid to our clients on our payments platforms in a given period.
The following graph depicts the total cumulative stockholder return on our common stock from May 26, 2021, the first day of trading of our common stock on the Nasdaq Global Select Market, through December 31, 2023, relative to the performance of the S&P 500 Index and S&P 500 IT Index.
The following graph depicts the total cumulative stockholder return on our common stock from May 26, 2021, the first day of trading of our common stock on the Nasdaq Global Select Market, through December 31, 2024, relative to the performance of the S&P 500 Index and S&P 500 IT Index.
We exclude these amounts to arrive at this supplemental non-GAAP financial measure as we view these services as ancillary to the primary services we provide to our clients. • 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.
We exclude these amounts to arrive at this supplemental non-GAAP financial measure as we view these services as ancillary to the primary services we provide to our clients. • FX Neutral Revenue Less Ancillary Services - FX Neutral Revenue Less Ancillary Services represents Revenue Less Ancillary Services adjusted to show presentation on a constant currency basis.
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods.
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods.
Additionally, we face intense competition in our market, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management.
Additionally, we face intense competition in our markets, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management.
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. • 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.
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. • 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.
During 2022, cash provided by operating activities of $5.4 million was primarily the result of net loss of $39.3 million adjusted for noncash expenses of $40.3 million, which primarily include stock-based compensation expense of $30.3 96 Table of Contents million, depreciation and amortization of $12.3 million and amortization of contract costs of $1.8 million, offset by change in fair value of contingent consideration of $(2.8) million and deferred tax benefit of $(1.7) million, benefited by changes in operating assets and liabilities of $4.4 million.
During 2022, net cash provided by operating activities of $5.4 million was primarily the result of net loss of $39.3 million adjusted for noncash expenses of $40.3 million, which primarily include stock-based compensation expense of $30.3 million, depreciation and amortization of $12.3 million and amortization of contract costs of $1.8 million, offset by change in fair value of contingent consideration of $(2.8) million and deferred tax benefit of $(1.7) million, benefited by changes in operating assets and liabilities, net of acquisitions of $4.4 million.
Dollar and Australian Dollar. Additional payments in the form of shares of common stock will be made based on the continuing employment of a key employee; accordingly, the fair value of $2.4 million, 80 Table of Contents approximately 84,000 shares of common stock, have been excluded from the purchase consideration.
Dollar and Australian Dollar. Additional payments in the form of shares of common stock will be made based on the continuing employment of a key employee; accordingly, the fair value of $2.4 million, approximately 84,000 shares of common stock, have been excluded from the purchase consideration.
We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial 82 Table of Contents performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures.
We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures.
These briefings encompass a broad range of topics, including: 73 Table of Contents • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity events; • Risk mitigation efforts and insurance; and • Compliance with regulatory requirements and industry standards.
These briefings encompass a broad range of topics, including: • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity events; • Risk mitigation efforts and insurance; and • Compliance with regulatory requirements and industry standards.
The fair value of the contingent consideration related to the revenue and volume of money movement milestones was determined using an option pricing model and the fair value of the contingent consideration related to the cross-selling and engineering implementation milestones was determined using a scenario-based method that reflect our expectation about the probability of payment based on facts and 98 Table of Contents circumstances that existed at the acquisition closing date.
The fair value of the contingent consideration related to the revenue milestone was determined using an option pricing model and the fair value of the contingent consideration related to the volume of money movement, cross-selling and engineering implementation milestones was determined using a scenario-based method that reflect our expectation about the probability of payment based on facts and circumstances that existed at the acquisition closing date.
Fluctuations in foreign currency exchange rates may also impact the value of assets and liabilities denominated in currencies other than the functional currencies of our entities. Our reporting currency and the functional currency of our 103 Table of Contents subsidiaries, with the exception of our U.K. and Australian subsidiaries, is the U.S. Dollar.
Fluctuations in foreign currency exchange rates may also impact the value of assets and liabilities denominated in currencies other than the functional currencies of our entities. Our reporting currency and the functional currency of our subsidiaries, with the exception of our U.K. and Australian subsidiaries, is the U.S. Dollar.
The following table sets forth our key operating metrics and non-GAAP measures for the periods presented. All dollar amounts are rounded to the nearest million. As a result, certain amounts may not recalculate using the rounded amounts provided.
The following table sets forth our key operating metrics and non-GAAP measures for the periods presented. All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
Risk Management and Strategy Managing Material Risks and Integrated Overall Risk Management Flywire has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level.
Risk Management and Strategy Managing Material Risks and Integrated Overall Risk Management Flywire has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration is designed to ensure that cybersecurity considerations are an integral part of our decision-making processes at every level.
We drew $25.9 million on the Revolving Credit Facility and used the proceeds to early prepay the existing LSA of $25.0 million. During the year ended December 31, 2022, we repaid the $25.9 million outstanding under the Revolving Credit Facility, which resulted in no interest expense on debt for the year ended December 31, 2023.
We drew $25.9 million on the Revolving Credit Facility and used the proceeds to early prepay the existing Loan and Security Agreement (LSA) of $25.0 million. During the year ended December 31, 2022, we repaid the $25.9 million outstanding under the Revolving Credit Facility, which resulted in 91 no interest expense on debt for the year ended December 31, 2023.
Our ability to influence our clients to expand their customers’ 85 Table of Contents usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants and our B2B solutions.
Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants and our B2B solutions.
These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy. 78 Table of Contents The combination of our differentiated solution and efficient go-to-market strategy has resulted in strong and consistent client growth. • Rapid domestic and international payments volume growth .
These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy. 79 The combination of our differentiated solution and efficient go-to-market strategy has resulted in strong and consistent client growth. • Rapid domestic and international payments volume growth .
Legal Proceedings From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, as well as 74 Table of Contents governmental and other regulatory investigations and proceedings.
Legal Proceedings 75 From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, as well as governmental and other regulatory investigations and proceedings.
Financing Activities During 2023, cash provided by financing activities of $263.4 million was driven by the proceeds from issuance of common stock in our follow-on public offering of $261.1 million, proceeds from the exercise of stock options of $10.4 million and proceeds from the issuance of stock under the ESPP of $2.7 million, offset by payments of tax withholdings for net settled option exercises of $8.5 million, payments for contingent consideration of $1.2 million and payments of costs related to our follow-on public offering of $1.1 million.
During 2023, cash provided by financing activities of $263.4 million was driven by the proceeds from issuance of common stock in our Primary Offering of $261.1 million, proceeds from the exercise of stock options of $10.4million and proceeds from the issuance of stock under the ESPP of $2.7 million, offset by payments of tax withholdings for net settled 99 option exercises of $8.5 million, payments for contingent consideration of $1.2 million and payments of costs related to the Primary Offering of $1.1 million.
We may experience shifts in the type of revenue we earn (transaction revenue or platform and usage-based fee revenue) depending on the nature of the activity of our clients and our clients’ customers on our platform. Investment in Technology and Development and Sales and Marketing We make significant investments in both new solutions and existing solution enhancement.
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. Investment in Technology and Development and Sales and Marketing We make significant investments in both new solutions and existing solution enhancement.
We have grown our total payment volume by approximately 33% period-over-period from $18.1 billion during the year ended December 31, 2022 to $24.0 billion during the year ended December 31, 2023.
We have grown our total payment volume by approximately 33% period-over-period from $18.1 billion during the year ended December 31, 2022 to $24.0 billion during the year ended December 31, 2023. • Expanded global payments network .
We charge an immaterial amount for implementation services. Variable Consideration Our contracts contain variable consideration as the amount we expect to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed as a transaction-based pricing arrangement.
Variable Consideration Our contracts contain variable consideration as the amount we expect to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed as a transaction-based pricing arrangement.
For the year ended December 31, 2023, our total payment volume was over $24.0 billion, consisting of $17.7 billion of total payment volume from transactions included in transaction revenue and $6.3 billion of total payment volume from transactions included in platform and usage-based fee revenue.
For the year ended December 31, 2023, our total payment volume was over $24.0 billion, consisting of $17.7 billion of total payment volume from transactions included in transaction revenue and $6.3 billion of total payment volume from transactions included in platform and other revenues.
Revenue is comprised of transaction revenue and platform and usage-based fee revenue as follows: Year Ended December 31, (dollars in millions) 2023 2022 $ Change % Change Transaction revenue $ 329.7 $ 224.2 $ 105.5 47.1 % Platform and usage-based fee revenue 73.4 65.2 8.2 12.6 % Revenue $ 403.1 $ 289.4 $ 113.7 39.3 % 90 Table of Contents Transaction revenue was $329.7 million for the year ended December 31, 2023, compared to $224.2 million for the year ended December 31, 2022, an increase of $105.5 million or 47.1%.
Revenue is comprised of transaction revenue and platform and other revenues as follows: Year Ended December 31, (dollars in millions) 2023 2022 $ Change % Change Transaction revenue $ 329.7 $ 224.2 $ 105.5 47.1 % Platform and other revenues 73.4 65.2 8.2 12.6 % Revenue $ 403.1 $ 289.4 $ 113.7 39.3 % Transaction revenue was $329.7 million for the year ended December 31, 2023, compared to $224.2 million for the year ended December 31, 2022, an increase of $105.5 million or 47.1%.
In July 2022, we acquired all of the issued and outstanding shares of Cohort Go for an estimated aggregate purchase price of $23.1 million, which consisted of $17.1 million in cash consideration, net of cash acquired, $4.3 million in shares of common stock and up to $1.7 million in contingent consideration assessed at the acquisition date.
In July 2022, we acquired all of the issued and outstanding shares of Cohort Go for an estimated aggregate purchase price of $23.1 million, which consisted of $17.1 million in cash consideration, net of cash acquired, $4.3 million in shares of common stock and up to $2.2 million of contingent consideration, with an estimated fair value of $1.7 million on the acquisition date.
We received $260.1 million in net proceeds from the Primary Offering and the Underwriters’ Option, after deducting underwriting discounts and commissions of $10.9 million and other offering costs of $1.1 million.
We received $260.1 million in net proceeds from the Public Offering, after deducting underwriting discounts and commissions of $10.9 million and other offering costs of $1.1 million.
Cohort Go contributed $16.6 million in transaction revenue and $10.4 million in platform revenue during the year ended December 31, 2023 and $6.4 million in transaction revenue and $3.3 million in platform revenue during the year ended December 31, 2022.
Cohort Go contributed $14.5 million in transaction revenue and $9.3 million in platform revenue during the year ended December 31, 2024, $16.6 million in transaction revenue and $10.4 million in platform revenue during the year ended December 31, 2023 and $6.4 million in transaction revenue and $3.3 million in platform revenue during the year ended December 31, 2022.
For the year ended December 31, 2023, transaction revenue and platform and usage-based fee revenue represented 85.8% and 14.2% of our total revenue less ancillary services, respectively. For the year ended December 31, 2022, transaction revenue and platform and usage-based fee revenue represented 77.5% and 22.5% of our revenue, respectively.
For the year ended December 31, 2023, transaction revenue and platform and other revenues represented 85.8% and 14.2% of our total revenue less ancillary services, respectively. For the year ended December 31, 2022, transaction revenue and platform and other revenues represented 77.5% and 22.5% of our revenue, respectively.
Holders of Record As of February 23, 2024, there were approximately 36 holders of record of our voting common stock. This number does not include beneficial owners whose shares are held by nominees in street name. As of February 23, 2024, there was 1 holder of record of our non-voting common stock.
Holders of Record As of February 21, 2025, there were approximately 25 holders of record of our voting common stock. This number does not include beneficial owners whose shares are held by nominees in street name. As of February 21, 2025, there was 1 holder of record of our non-voting common stock.
Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.
It em 6. [Reserved] 78 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.
Stock-based compensation was $12.0 million for the year ended December 31, 2023, compared to $7.9 million for the year ended December 31, 2022, an increase of $4.1 million or 51.9%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.
The increase in professional fees was due to increases in third party commissions. Stock-based compensation was $12.0 million for the year ended December 31, 2023, compared to $7.9 million for the year ended December 31, 2022, an increase of $4.1 million or 51.9%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.
The increase in platform and usage-based fee revenue was attributable to increased usage by our clients and new clients signed during the year ended December 31, 2023, compared to the year ended December 31, 2022.
The increase in platform and other revenues was attributable to increased usage by our clients and new clients signed during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Recent Acquisition In November 2023, we acquired all of the issued and outstanding shares of StudyLink for an estimated total aggregate purchase price of approximately $35.5 million, consisting of approximately $32.8 million in cash consideration, net of cash acquired and up to approximately $2.7 million in contingent consideration.
In November 2023, we acquired all of the issued and outstanding shares of StudyLink for an estimated total aggregate purchase price of approximately $35.5 million, consisting of approximately $32.8 million in cash consideration, net of cash acquired and up to $3.9 million of contingent consideration, with an estimated fair value of $2.7 million on the date of acquisition.
Transaction Revenue Our transaction revenue is derived from fees charged for payment processing services provided to educational institutions, healthcare entities and other commercial entities. Our services relate to facilitating payments from individuals, such as students and patients, and organizations to clients.
Transaction Revenue Our transaction revenue is derived from fees charged for payment processing services provided to educational institutions, healthcare entities and other commercial entities, which is comprised of processing domestic and cross-border transactions. Our services relate to facilitating payments from individuals, such as students and patients, and organizations to clients.
Platform and usage-based fee revenue was $73.4 million for the year ended December 31, 2023, compared to $65.2 million for the year ended December 31, 2022, an increase of $8.2 million or 12.6%.
Platform and other revenues was $73.4 million for the year ended December 31, 2023, compared to $65.2 million for the year ended December 31, 2022, an increase of $8.2 million or 12.6%.
Personnel costs were $42.4 million for the year ended December 31, 2023, compared to $33.6 million for the year ended December 31, 2022, an increase of $8.8 million or 26.2%.
Personnel costs were $42.4 million for the year ended December 31, 2023, compared to $33.6 million for the year ended December 31, 2022, an increase of $8.8 million or 26.2%. The increase in personnel costs was primarily driven by an increase in headcount.
The following table summarizes our contractual obligations as of December 31, 2023: Payments Due by Year (in thousands) Total Less Than 1 Year 1 to 3 Years 4 to 5 Years More Than 5 Years Operating lease obligations $ 3,840 $ 1,643 $ 2,197 $ — $ — Total $ 3,840 $ 1,643 $ 2,197 $ — $ — Cash Flows The following table sets forth a summary of our cash flow information for the periods presented: Year Ended December 31, (in millions) 2023 2022 2021 Net cash provided by operating activities $ 80.6 $ 5.4 $ 17.1 Net cash used in investing activities (38.8 ) (24.7 ) (62.9 ) Net cash provided by (used in) financing activities 263.4 (24.0 ) 327.5 Effect of exchange rate changes on cash and cash equivalents (1.8 ) 5.0 (1.4 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 303.4 $ (38.2 ) $ 280.3 Operating Activities Net cash provided by operating activities consists of net loss adjusted for certain non-cash items and changes in other assets and liabilities.
The following table summarizes our contractual obligations as of December 31, 2024: Payments Due by Year (in thousands) Total Less Than 1 Year 1 to 3 Years 4 to 5 Years More Than 5 Years Operating lease obligations $ 3,877 $ 1,904 $ 1,899 $ 74 $ — Total $ 3,877 $ 1,904 $ 1,899 $ 74 $ — Cash Flows The following table sets forth a summary of our cash flow information for the periods presented: Year Ended December 31, (in millions) 2024 2023 2022 Net cash provided by operating activities $ 91.5 $ 80.6 $ 5.4 Net cash used in investing activities (215.8 ) (38.8 ) (24.7 ) Net cash (used in) provided by financing activities (37.6 ) 263.4 (24.0 ) Effect of exchange rate changes on cash and cash equivalents 2.6 (1.8 ) 5.0 Net (decrease) increase in cash, cash equivalents and restricted cash $ (159.4 ) $ 303.4 $ (38.2 ) Operating Activities Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes in other assets and liabilities.
The acquisition of StudyLink was intended to accelerate our success in the Australian higher education market and enhance our value proposition to payers, universities and agents in the higher education ecosystem. StudyLink contributed $1.4 million in platform revenue during the year ended December 31, 2023.
The acquisition of StudyLink was intended to accelerate our growth in the Australian higher education market and enhance our value proposition to payers, universities and agents in the higher education ecosystem. StudyLink contributed $7.6 million and $1.4 million in platform revenue during the years ended December 31, 2024 and 2023, respectively.
The ABR rate is based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted Term SOFR for a one-month interest period, plus 1%.
The ABR rate is based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted Term SOFR for a one-month interest period, plus 1%. The Adjusted Term SOFR is equal to the sum of (a) Term SOFR for such interest period, plus (b) the SOFR adjustment of 0.10%.
Contingent Consideration Contingent consideration in business combinations is recognized at fair value on the acquisition date. In connection with the acquisition of StudyLink, we entered into an agreement to make certain earn-out payments based on StudyLink's achievement of revenue, volume, cross-selling and engineering implementation milestones established through a period ending December 31, 2025.
In connection with the acquisition of StudyLink, we entered into an agreement to make certain earn-out payments based on StudyLink's achievement of revenue, volume, cross-selling and engineering implementation milestones established through a period ending December 31, 2025.
Personnel costs were $38.5 million for the year ended December 31, 2023, compared to $32.1 million for the year ended December 31, 2022, an increase of $6.4 million or 19.9%. The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams.
The increase in technology and development cost was primarily driven by an increase in personnel costs and stock-based compensation expense. Personnel costs were $38.5 million for the year ended December 31, 2023, compared to $32.1 million for the year ended December 31, 2022, an increase of $6.4 million or 19.9%.
The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams. Stock-based compensation expense was $4.9 million for the year ended December 31, 2022, compared to $2.5 million for the year ended December 31, 2021, an increase of $2.4 million or 96.0%.
The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams. Stock-based compensation expense was $9.3 million for the year ended December 31, 2023, compared to $4.9 million for the year ended December 31, 2022, an increase of $4.4 million or 89.8%.
All dollar amounts are rounded to the nearest million. As a result, certain amounts may not recalculate using the rounded amounts provided.
All dollar amounts are rounded and as a result, certain amounts may not recalculate using the rounded amounts provided.
When a client’s customer books a cross-border payment in the customer’s local currency, we provide an amount to be paid to the client in that local currency based on the foreign exchange rate then in effect.
Our cross-border payment service allows our client’s customers to use their local currency to pay our clients. When a client’s customer books a cross-border payment in the customer’s local currency, we provide an amount to be paid to the client in that local currency based on the foreign exchange rate then in effect.
The value of our revenue and profits in local currencies may be worth more or less in U.S. Dollars due to a strengthening or weakening, respectively, of those currencies against the U.S. Dollar. During the year ended December 31, 2023, as the U.S.
The value of our revenue and profits in local currencies may be worth more or less in U.S. Dollars due to a strengthening or weakening, respectively, of those currencies against the U.S. Dollar. For example, as the U.S.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our voting common stock trades on the Nasdaq Global Select Market under the symbol “FLYW.” Our non-voting common stock is not listed on any stock exchange nor traded on any public market.
Mine Safety Disclosures Not applicable. 76 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our voting common stock trades on the Nasdaq Global Select Market under the symbol “FLYW.” Our non-voting common stock is not listed on any stock exchange nor traded on any public market.
Selling and Marketing Selling and marketing expenses were $107.6 million for the year ended December 31, 2023, compared to $78.5 million for the year ended December 31, 2022, an increase of $29.1 million or 37.1%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, professional fees, stock-based compensation, marketing costs, and amortization expense.
The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, professional fees, stock-based compensation, marketing costs, and amortization expense. Personnel costs were $57.0 million for the year ended December 31, 2023, compared to $44.5 million for the year ended December 31, 2022, an increase of $12.5 million or 28.1%.
The increase in payment processing services costs is correlated with the increase in total payment volume of approximately 37% over the same period as well as increased use of credit cards, which have higher processing costs. 93 Table of Contents Technology and Development Technology and development expenses were $50.3 million for the year ended December 31, 2022, compared to $31.3 million for the year ended December 31, 2021, an increase of $19.0 million or 60.7%.
The increase in payment processing services costs is correlated with the increase in total payment volume of approximately 33% over the same period as well as increased use of credit cards, which have higher processing costs. 90 Technology and Development Technology and development expenses were $62.0 million for the year ended December 31, 2023, compared to $50.3 million for the year ended December 31, 2022, an increase of $11.7 million or 23.3%.
Intangible assets are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired, and reported net of accumulated amortization, separately from goodwill.
Intangible Assets, net Intangible assets consist of acquired developed technology, acquired relationships and trade names and associated trademarks. Intangible assets are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired, and reported net of accumulated amortization, separately from goodwill.
Cash equivalents is comprised primarily of money market funds and bank deposits. 95 Table of Contents On February 23, 2024, we entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan with four banks 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.
On February 23, 2024, we entered into an Amended and Restated Credit Agreement for a five-year senior secured revolving credit syndication loan with four banks 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.
We have continued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to over 240 countries and territories and more than 140 currencies. • Enjoyable and personalized user experience .
We have continued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to over 240 countries and territories and more than 140 currencies. • Strong dollar-based net retention .
Revenue Less Ancillary Services, Revenue Less Ancillary Services at Constant Currency, Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA We use non-GAAP financial measures to supplement financial information presented on a GAAP basis.
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 We use non-GAAP financial measures to supplement financial information presented on a GAAP basis.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not 97 Table of Contents readily apparent from other sources.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
On September 12, 2023, the Underwriters exercised the Underwriters’ Option in part and purchased an additional 500,000 shares common stock, in each instance at a price to the public of $32.00 per share.
The Primary Offering closed on August 14, 2023 and on September 12, 2023, the Underwriters exercised the Option in part and purchased an additional 500,000 shares of voting common stock at a price to the public of $32.00 per share (the Public Offering).
Dollar strengthened against several currencies, including the British Pound, relative to the prior year, these foreign exchange impacts reduced our reported revenue in U.S. Dollars by approximately $1.4 million compared to 2022 on a constant currency basis.
Dollar weakened against several currencies, including the 104 British Pound, relative to the prior year, these foreign exchange impacts increased our reported revenue in U.S. Dollars by approximately $2.3 million compared to the prior year on a constant currency basis.
Stock-based compensation expense was $9.3 million for the year ended December 31, 2023, compared to $4.9 million for the year ended December 31, 2022, an increase of $4.4 million or 89.8%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.
Stock-based compensation was $35.3 million for the year ended December 31, 2024, compared to $22.5 million for the year ended December 31, 2023, an increase of $12.8 million or 56.9%. The increase in stock-based compensation is attributable to an increase in equity grants awarded to existing and new FlyMates.
Stock-based compensation was $17.5 million for the year ended December 31, 2022, compared to $11.3 million for the year ended December 31, 2021, an increase of $6.2 million or 54.9%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.
Stock-based compensation was $22.5 million for the year ended December 31, 2023, compared to $17.5 million for the year ended December 31, 2022, an increase of $5.0 million or 28.6%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.
The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates. Professional fees were $14.8 million for the year ended December 31, 2023, compared to $11.1 million for the year ended December 31, 2022, an increase of $3.7 million or 33.3%. The increase in professional fees was due to increased legal, consulting and audit fees.
Professional fees were $14.8 million for the year ended December 31, 2023, compared to $11.1 million for the year ended December 31, 2022, an increase of $3.7 million or 33.3%. The increase in professional fees was due to increased legal, consulting and audit fees.
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. As of December 31, 2023, we serve over 3,800 clients around the world. In education, we serve more than 2,800 institutions.
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. As of December 31, 2024, we serve approximately 4,500 clients around the world, excluding clients acquired from the Invoiced acquisition. In education, we serve more than 3,100 institutions.
Personnel costs were $44.5 million for the year ended December 31, 2022, compared to $31.7 million for the year ended December 31, 2021, an increase of $12.8 million or 40.4%. The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams and commissions earned on sales during the period.
The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams and commissions earned on sales during the period. Professional fees were $18.5 million for the year ended December 31, 2023, compared to $10.2 million for the year ended December 31, 2022, an increase of $8.3 million or 81.4%.
Although Flywire continues to evaluate whether these or other transactions constitute potential violations of OFAC sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), in August 2023, Flywire made a voluntary submission to OFAC to report the potential violations.
Although Flywire continues to evaluate whether these or other transactions constitute potential violations of OFAC sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), Flywire has made voluntary submissions to OFAC to report apparent violations and provide supplemental information.
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