Flywire Corp Income Taxes Disclosure
Note 16. Income Taxes
The following table presents the components of income (loss) before income taxes (in thousands):
|
Year Ended December 31, |
|||||||
|
2025 |
|
2024 |
|
2023 |
|||
United States |
$ |
(1,153) |
|
$ |
(18,775) |
|
$ |
(23,190) |
Foreign |
|
22,593 |
|
|
20,635 |
|
|
18,838 |
Income (loss) before income taxes |
$ |
21,440 |
|
$ |
1,860 |
|
$ |
(4,352) |
The following table summarizes the components of the Company’s provision for (benefit from) income taxes (in thousands):
|
Year Ended December 31, |
|||||||
|
2025 |
|
2024 |
|
2023 |
|||
Current |
|
|
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
Federal |
$ |
(29) |
|
$ |
172 |
|
$ |
— |
State |
|
463 |
|
|
571 |
|
|
131 |
Foreign |
|
8,875 |
|
|
7,011 |
|
|
4,011 |
Total current provision for income taxes |
$ |
9,309 |
|
$ |
7,754 |
|
$ |
4,142 |
Deferred |
|
|
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
Federal |
$ |
450 |
|
$ |
(4,209) |
|
$ |
55 |
State |
|
400 |
|
|
(487) |
|
|
(102) |
Foreign |
|
(2,216) |
|
|
(4,098) |
|
|
119 |
Total deferred provision for income taxes |
|
(1,366) |
|
|
(8,794) |
|
|
72 |
Provision for (benefit from) income taxes |
$ |
7,943 |
|
$ |
(1,040) |
|
$ |
4,214 |
We have elected to prospectively adopt the guidance in ASU 2023-09. The following table is a reconciliation of the United States (“U.S.”) federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09 (dollars in thousands):
|
Year Ended December 31, |
|||
|
2025 |
|||
U.S. federal statutory income tax rate |
$ |
4,502 |
|
21.0% |
State and local income taxes, net of federal income tax benefit/effect (a) |
|
590 |
|
2.8% |
Foreign tax effects |
|
|
|
|
Australia |
|
|
|
|
Statutory tax rate difference between Australia and United States federal |
|
790 |
|
3.7% |
Non-taxable income |
|
(387) |
|
(1.8)% |
Equity-based compensation |
|
261 |
|
1.2% |
Other taxable income |
|
588 |
|
2.7% |
Other |
|
987 |
|
4.6% |
Israel |
|
|
|
|
Equity-based compensation |
|
233 |
|
1.1% |
Other adjustments |
|
(540) |
|
(2.5)% |
Mexico |
|
|
|
|
Tax-deductible intangible assets |
|
(758) |
|
(3.5)% |
Other |
|
85 |
|
0.4% |
Spain |
|
|
|
|
Equity-based compensation |
|
307 |
|
1.4% |
Research and development tax credits |
|
(693) |
|
(3.2)% |
Other |
|
(228) |
|
(1.1)% |
United Kingdom |
|
|
|
|
Equity-based compensation |
|
341 |
|
1.6% |
Other |
|
(81) |
|
(0.4)% |
Other foreign jurisdictions (b) |
|
1,187 |
|
5.5% |
Effect of cross-border tax laws |
|
|
|
|
Global intangible low-taxed income inclusion |
|
664 |
|
3.1% |
Non-deductible or non-taxable items |
|
|
|
|
Equity-based compensation |
|
3,074 |
|
14.3% |
Excess executive compensation |
|
4,232 |
|
19.7% |
Other |
|
19 |
|
0.1% |
Tax credits |
|
|
|
|
Research and development tax credits |
|
(2,655) |
|
(12.4)% |
Changes in valuation allowances |
|
(4,291) |
|
(20.0)% |
Changes in unrecognized tax benefits |
|
(163) |
|
(0.7)% |
Other adjustments |
|
(121) |
|
(0.6)% |
Effective income tax rate |
$ |
7,943 |
|
37.0% |
(a) The jurisdictions that contribute to the majority of the tax effect in this category are California, Florida, Massachusetts, and Michigan.
(b) The jurisdictions that contribute to the majority of the tax effect in this category are Canada, China, and Japan.
The following table is a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 (dollars in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
|
2023 |
||||||
Federal statutory income tax rate |
$ |
391 |
|
21.0% |
|
$ |
(914) |
|
21.0% |
State income taxes, net of federal benefit |
|
(541) |
|
(29.1)% |
|
|
(721) |
|
16.6% |
Non-deductible expenses |
|
632 |
|
34.0% |
|
|
181 |
|
(4.2)% |
Imputed interest |
|
528 |
|
28.4% |
|
|
114 |
|
(2.6)% |
Fair value of contingent consideration |
|
(206) |
|
(11.1)% |
|
|
79 |
|
(1.8)% |
Global intangible low-taxed income inclusion |
|
(1,703) |
|
(91.6)% |
|
|
3,128 |
|
(71.9)% |
Equity-based compensation |
|
749 |
|
40.3% |
|
|
(4,668) |
|
107.3% |
Research and development credits |
|
(7,714) |
|
(414.7)% |
|
|
— |
|
— |
Excess executive compensation |
|
3,199 |
|
172.0% |
|
|
1,865 |
|
(42.9)% |
Change in uncertain tax position |
|
568 |
|
30.5% |
|
|
(30) |
|
0.7% |
Change in valuation allowance |
|
3,087 |
|
165.9% |
|
|
2,734 |
|
(62.8)% |
Foreign rate differential |
|
746 |
|
40.1% |
|
|
1,015 |
|
(23.3)% |
Deferred statutory rate changes |
|
760 |
|
40.9% |
|
|
1,296 |
|
(29.8)% |
Foreign withholding taxes |
|
181 |
|
9.7% |
|
|
137 |
|
(3.1)% |
Return to provision and other adjustments |
|
(1,717) |
|
(92.2)% |
|
|
(2) |
|
— |
Effective income tax rate |
$ |
(1,040) |
|
(55.9)% |
|
$ |
4,214 |
|
(96.8)% |
During the years ended December 31, 2025 and 2023, the Company recorded an income tax provision of $7.9 million and $4.2 million, respectively, and for the year ended December 31, 2024, the Company recorded an income tax benefit of $1.0 million, which is primarily attributable to foreign activity and U.S. state taxes. The $1.0 million income tax benefit for the year ended December 31, 2024, also reflected a release of a portion of the U.S. valuation allowance due to deferred tax liabilities recorded as part of the Invoiced acquisition.
On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 ("OBBBA") which includes, among other provisions, changes to the U.S. corporate income tax system. These changes are generally effective for tax years beginning after December 31, 2025, except for changes related to the immediate expensing of research and development expenditures, including ability to deduct 100% or 50% (over 2 years) of unamortized domestic research and experimental expenditures, and the reinstatement of 100% bonus depreciation, which were retroactively effective for tax years beginning after December 31, 2024 and for property placed in service after January 19, 2025, respectively. The changes that were retroactively enacted were reflected in the income tax provision for the year ended December 31, 2025 and did not have a material effect on our financial statements. The Company will continue to assess the changes effective for tax years beginning after December 31, 2025, but does not expect such changes will have a material effect on our financial statements in future periods.
During the year ended December 31, 2025, the Company paid income taxes (net of refunds received) of $11.1 million. A reconciliation of the amount of income taxes paid (net of refunds received) is as follows (in thousands):
|
2025 |
|
Federal |
$ |
380 |
State |
|
1,352 |
Foreign |
|
|
Australia |
|
6,467 |
Canada |
|
800 |
Singapore |
|
721 |
Other foreign jurisdictions |
|
1,382 |
|
$ |
11,102 |
During the years ended December 31, 2024 and 2023, the Company paid income taxes (net of refunds received) of $7.7 million and $4.2 million, respectively.
The Company’s deferred tax assets and liabilities consisted of the following components (in thousands):
|
Year Ended December 31, |
||||
|
2025 |
|
2024 |
||
Deferred tax assets: |
|
|
|
|
|
Net operating loss carryforwards |
$ |
15,460 |
|
$ |
18,901 |
Property and equipment |
|
415 |
|
|
484 |
Credit carryforwards |
|
8,993 |
|
|
6,673 |
Accrued expenses |
|
2,064 |
|
|
1,805 |
Equity-based compensation |
|
7,224 |
|
|
6,461 |
Lease liability |
|
783 |
|
|
711 |
Capitalized research and development costs |
|
23,437 |
|
|
25,666 |
Unrealized foreign exchange loss |
|
1,325 |
|
|
3,160 |
Other temporary differences |
|
2,385 |
|
|
372 |
Total deferred tax assets |
|
62,086 |
|
|
64,233 |
Deferred tax asset valuation allowance |
|
(39,218) |
|
|
(44,191) |
|
$ |
22,868 |
|
$ |
20,042 |
Deferred tax liabilities: |
|
|
|
|
|
Intangible assets |
$ |
(22,642) |
|
$ |
(25,008) |
Goodwill |
|
(4,744) |
|
|
(1,318) |
Right-of-use asset |
|
(759) |
|
|
(669) |
Deferred contract costs |
|
(2,774) |
|
|
(2,105) |
Other temporary differences |
|
— |
|
|
(19) |
Total deferred tax liabilities |
|
(30,919) |
|
|
(29,119) |
Net deferred tax liabilities |
$ |
(8,051) |
|
$ |
(9,077) |
As of December 31, 2025, the Company had gross federal and state net operating loss (“NOL”) carryforwards of $48.1 million and $81.6 million, respectively, out of which $2.4 million of federal NOL carryforwards and $81.6 million of state NOL carryforwards both begin to expire in 2031. Additionally, $45.7 million of federal NOL carryforwards have indefinite lives. As of December 31, 2025, the Company has gross foreign NOL carryforwards of $1.5 million which have indefinite lives. The federal, state, and foreign NOL carryforwards may be available to reduce future federal, state, and foreign taxable income, respectively.
As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards of $8.7 million and $0.3 million, respectively, which begin to expire in 2040 and 2028, respectively. The federal and state research and development tax credit carryforwards may be available to reduce future federal and state tax, respectively.
Ownership changes, as defined under Internal Revenue Code Section 382, and similar state provisions may limit the amount of federal and state NOL and credit carryforwards that can be utilized annually to offset future federal and state taxable income and tax. Generally, an ownership change occurs when the ownership percentage of 5% or greater stockholders increases by more than 50% over a three-year period. Accordingly, the purchase of the Company’s stock in amounts greater than specified levels could limit the Company’s ability to utilize federal and state NOL and credit carryforwards for tax purposes. During 2022, the Company completed a Section 382 study and as a result of the ownership changes identified, $1.6 million of Flywire’s NOLs and $0.2 million of Simplificare Inc.’s NOLs will expire unutilized, assuming sufficient taxable income is generated in the future. The Company updated its Section 382 study through the 2024 tax year, and determined there are no additional limitations in using federal and state NOL and credit carryforwards. The Company does not believe an ownership change within the meaning of Sections 382 and 383 has occurred through December 31, 2025. Therefore, the Company does not believe that its NOLs and credit carryforwards are limited or that any of its carryforwards would expire unused. The Company expects to refresh its Section 382 study in 2026.
In assessing the realizability of its deferred tax assets, the Company considered whether it was more likely than not that some portion or all of the deferred tax assets would not be realized. The realization of deferred tax assets depends upon the generation of future taxable income. The Company has evaluated the positive and negative evidence bearing upon the realizability and determined that it is more likely than not that the Company will not realize the benefits of the deferred tax assets, and as a result, the Company continues to maintain a valuation allowance against federal, state and certain foreign deferred tax assets as of December 31, 2025 and 2024. The Company will continue to maintain a full
valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. The Company believes that there is a reasonable possibility that sufficient positive evidence may become available to reach a conclusion that a portion of the valuation allowance may no longer be needed in the foreseeable future. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
During the year ended December 31, 2025, the Company recorded a net decrease in the valuation allowance of $5.0 million, which is primarily due to deferred tax liabilities as a result of tax deductible goodwill as part of the Sertifi acquisition and NOL utilization. During the year ended December 31, 2024, the Company recorded a net increase in the valuation allowance of $3.7 million, which is primarily due to an increase of $4.8 million related to capitalized research and development costs and $7.0 million research and development tax credit carryforwards as a result of research and development study conducted during 2024, offset by a valuation allowance release of $1.0 million in a foreign jurisdiction and $4.9 million release of valuation allowance against deferred tax liabilities acquired in the Invoiced acquisition. During the year ended December 31, 2023, the Company recorded a net increase in the valuation allowance of $2.8 million, which is primarily due to an increase of $12.1 million related to capitalized research and development costs, offset by NOL utilization in the U.S. and the U.K. Changes in the valuation allowance are summarized as follows (in thousands):
|
Year Ended December 31, |
|||||||
|
2025 |
|
2024 |
|
2023 |
|||
Valuation allowance at beginning of year |
$ |
(44,191) |
|
$ |
(40,444) |
|
$ |
(37,627) |
Change recorded to income tax provision as part of operations |
|
4,973 |
|
|
(3,747) |
|
|
(2,817) |
Valuation allowance at end of year |
$ |
(39,218) |
|
$ |
(44,191) |
|
$ |
(40,444) |
The Company permanently reinvests its excess book over tax outside basis differences, including unremitted earnings and cumulative translation adjustments, of its foreign subsidiaries. No income taxes have been provided on such outside basis differences at December 31, 2025. Any permanently reinvested outside basis differences could reverse if we make distributions, sell our foreign subsidiaries or various other events occur, none of which were considered probable as of December 31, 2025. As of December 31, 2025, the amount of the unrecognized deferred income taxes related to such outside basis difference would not be material to our financial statements.
As of December 31, 2025, 2024, and 2023, the Company accrued $1.3 million, $1.3 million, and $0.8 million related to reserves for uncertain tax positions, inclusive of interest and penalties, respectively. This includes potential tax benefits of $0.3 million, $1.0 million, and $0.5 million, respectively, that, when recognized, would impact the effective tax rate. As of December 31, 2025, $1.0 million of the reserve for uncertain tax positions is reflected as a reduction to deferred taxes and the remaining balance is recorded as a component of other liabilities in the consolidated balance sheet.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, is as follows (in thousands):
|
Year Ended December 31, |
|||||||
|
2025 |
|
2024 |
|
2023 |
|||
Balance at beginning of year |
$ |
1,124 |
|
$ |
620 |
|
$ |
659 |
Increases related to tax positions taken during prior years |
|
— |
|
|
432 |
|
|
— |
Decreases related to lapses in statute of limitations |
|
(314) |
|
|
(133) |
|
|
(39) |
Increases related to tax positions taken during current year |
|
365 |
|
|
205 |
|
|
— |
Balance at end of year |
$ |
1,175 |
|
$ |
1,124 |
|
$ |
620 |
The Company did not recognize any accrued interest and penalties for the years ended December 31, 2025, 2024, and 2023 related to the reserves for uncertain tax positions in the income tax provision. Included in the total reserve for uncertain tax positions are accrued interest and penalties of $0.1 million, $0.2 million, and $0.2 million at December 31, 2025, 2024, and 2023, respectively.
The Company files income tax returns as prescribed by the tax laws of the jurisdiction in which it operates. In the normal course of its business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. The Company is open to future federal tax examinations by the Internal Revenue Service from 2022 to the present; however, carryforward attributes that were generated prior to 2022 may still be adjusted upon examination to the
extent they will be used in a future period. The Company remains open to examination by other foreign tax authorities from 2021 to the present.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 29, 2022 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.