v3.26.3
Business Combinations
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
Sertifi
On February 24, 2025, Flywire acquired all of the issued and outstanding membership interests of Sertifi LLC (Sertifi) for upfront cash consideration of $330.0 million, subject to certain post-closing adjustments set forth in the Purchase and Sale Agreement (the Agreement), and contingent consideration of up to $10.0 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. The acquisition of Sertifi was intended to accelerate the Company’s travel business and expand Flywire’s offerings to support over 20,000 hotel locations globally.
The Company paid the upfront cash consideration through a combination of cash on hand and $125.0 million borrowed from its existing 2024 Revolving Credit Facility.
During the second quarter of 2025, the Company completed its purchase accounting. The Company recorded measurement period adjustments that increased Goodwill by $0.1 million due to changes in acquired intangible assets, contingent consideration, and a working capital adjustment.
Pursuant to the terms of the Agreement, the Company acquired Sertifi for total purchase consideration of approximately $336.1 million or $328.0 million, net of cash acquired, which consisted of (in thousands):
Cash consideration, net of cash acquired$324,921 
Estimated fair value of contingent consideration3,107 
Total purchase consideration, net of cash acquired$328,028 
During the year ended December 31, 2025, the Company paid $5.1 million for post-closing adjustments. The Agreement provides for contingent consideration of up to $10.0 million, with an estimated fair value of $3.1 million on the date of acquisition, and represents additional payments that Flywire may be required to make in the future which are dependent upon the successful achievement of certain targets related to gross profit as well as milestones related to Sertifi's technology and security integration.
During the year ended December 31, 2025, the Company incurred $2.6 million in transaction costs in connection with the Sertifi acquisition. These transaction costs are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.
The table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):
Cash$8,109 
Accounts receivable6,418 
Prepaid expenses and other current assets982 
Other assets321 
Goodwill251,569 
Identifiable intangible assets86,700 
Total assets acquired354,099 
Deferred revenue14,347 
Accounts payable and accrued expenses3,615 
Total liabilities assumed17,962 
Net assets acquired336,137 
Less: cash acquired8,109 
Net assets, less cash acquired$328,028 
The goodwill of $251.6 million arising from the acquisition of Sertifi can be attributed to a number of business factors, including an assembled workforce and revenue and cost synergies expected to be realized. Goodwill from this acquisition is deductible for income tax purposes.
The following table reflects the fair values of the identified intangible assets of Sertifi and their respective weighted-average amortization periods.
Fair Values
Weighted-Average
Amortization Periods
(in thousands)(years)
Acquired relationships$53,100 18
Developed technology29,000 8
Trade name/Trademark4,600 10
$86,700 
The results of Sertifi have been included in the condensed consolidated financial statements since the date of the acquisition. Sertifi contributed $7.8 million in platform revenue and $5.1 million in transactional revenue during the three months ended September 30, 2025. Sertifi contributed $18.4 million in platform revenue and $11.5 million in transactional revenue during the nine months ended September 30, 2025. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company's operations and therefore it was impracticable to determine this amount.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information shows the results of the Company’s operations for the nine months ended September 30, 2025, as if the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Sertifi. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and Sertifi. The pro forma adjustments include:
•incremental amortization expense associated with the fair value of identified intangible assets;
•incremental employee compensation expense for Sertifi employees;
•interest expense for borrowings related to the acquisition;
•transaction costs; and
•the estimated tax impact of the above items.
Nine Months Ended
September 30, 2025
(in thousands)ActualPro Forma
Revenue$465,481 $472,239 
Net income$13,464 $12,785