NIQ Global Intelligence plc
05/14/2026 | Press release | Distributed by Public on 05/14/2026 05:04
Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto. In addition to historical consolidated financial information, this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management's current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements generally can be identified by words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "contemplate" and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make relating to growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies and the expected outcome or impact of pending or threatened legal, regulatory or tax are forward-looking statements.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions described in Part II, Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q, including, among other things:
•our estimates and expectations of industry trends, including online retail purchases, consumer preferences related to personalized shopping experiences;
•our ability to leverage AI in our business and our ability to deliver valuable global insights from data collection and processing;
•our ability to build new and innovative solutions that cater to our clients' specific requirements;
•the value to our stakeholders of further integrating AI into our Ecosystem;
•our ability to continuously grow data and insights, expand client usage, attract more data sharing and drive more innovation for brands, retailers and other clients, ultimately improving outcomes for consumers;
•our market opportunity;
•our growth strategy, including our ability to develop and launch new products, increase our subscription revenue base, extend our retailer relationships, increase our SMB client base and penetrate international markets, expand within new verticals and leverage strategic acquisitions;
•our belief that we will continue to deliver long-term growth and strong operating margins;
•our ability to remediate the material weaknesses in our internal control over financial reporting on a timely basis or otherwise maintain effective internal control over financial reporting;
•the predictability of our recurring revenue base and our ability to retain our client relationships;
•our continued expansion with the pet, beauty, tobacco, beverage and alcohol and other fast-growing verticals, and our ability to capture related whitespace opportunity; and
•our ability to execute on our go-to-market approach.
This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary and other risks that we face can be found below under the heading Part II, Item 1A. Risk Factors and should be carefully considered, together with other information in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC, before making an investment decision regarding our ordinary shares.
The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "n/m".
Company Overview
We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage a comprehensive and integrated ecosystem - The NIQ Ecosystem - which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. Our unified, AI-powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata and provides a global, omnichannel view of consumer shopping behavior - The Full ViewTM. Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients' enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and profitable growth.
We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East, Africa and South Asia; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 82% of our revenue for the three months ended March 31, 2026. Our Intelligence subscription revenue for the three months ended March 31, 2026 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 104%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been able to consistently increase client satisfaction and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules desired, such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.
Recent Developments
Reorganization
On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands ("Dutch Holdings"). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.
Initial Public Offering
On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay a portion of our outstanding borrowings. See Note 1. "Organization" and Note 7. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
Revolver and Term Loan Refinancing
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to the Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the "Trigger Maturity Date"), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the "Modified Maturity Date"), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the Revolver to 25 to 37.5 basis points dependent on certain ratio levels.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 7. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
2026 Restructuring
In February 2026, we approved an incremental cost realignment program (the "2026 Program") intended to further streamline the organization and drive operational efficiency. The 2026 Program is designed to generate additional annualized cost savings of approximately $70 million to $80 million by the end of fiscal year 2026. The 2026 Program is intended to further reduce costs primarily within selling, general and administrative expenses. We expect to incur total pre-tax restructuring charges of approximately $65 million to $75 million, the substantial majority of which would result in cash expenditures. We expect that execution of the 2026 Program will occur primarily in the first half of 2026, subject to local laws and consultation requirements.
2025 Segment Recast
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management's view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East, Africa and South Asia
• APAC, which includes Asia and the western Pacific region
Beginning in 2026, the South Asia region formerly included in the APAC reportable segment is now managed as part of the EMEA reportable segment. Additionally, Global Services & Other revenues and expenses formerly included in the EMEA reportable segment is now managed as part of the respective reportable segment based on geography of service. Segment results have been adjusted retrospectively to reflect these changes.
Financial Highlights
This summary unaudited condensed consolidated financial data (as reported) provides highlights from the results of operations that follows.
| Revenue as a percentage of total | |||||||||||||||||||||||
| Three Months Ended March 31, | % | % | |||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||
|
Americas revenue
|
$ | 432.2 | $ | 380.6 | 40.3% | 39.4% | |||||||||||||||||
|
EMEA revenue
|
487.3 | 430.5 | 45.4% | 44.6% | |||||||||||||||||||
|
APAC revenue
|
153.2 | 154.8 | 14.3% | 16.0% | |||||||||||||||||||
| Total Revenue | $ | 1,072.7 | $ | 965.9 | |||||||||||||||||||
| Revenue by product groupings: | |||||||||||||||||||||||
|
Intelligence revenue
|
$ | 884.0 | $ | 797.4 | 82.4% | 82.6% | |||||||||||||||||
|
Activation revenue
|
188.7 | 168.5 | 17.6% | 17.4% | |||||||||||||||||||
| Total Revenue | $ | 1,072.7 | $ | 965.9 | |||||||||||||||||||
Factors Affecting Results of Operations
The following factors, among others described herein, have been important to our business, and we expect them to continue to impact our results of operations and financial condition in future periods:
•Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 3. "Disposals" in the notes to the unaudited condensed consolidated financial statements for additional information.
•Debt Refinancing. On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62 million of annual interest expense savings. Additionally, on July 11, 2025, the Credit Agreement was further amended to reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points. Subsequently, on August 12, 2025, the Credit Agreement was most recently amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. We expect that these combined amendments will generate approximately $100 million of annual interest expense savings. Since the third quarter of 2025, we have maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 225 and 275 basis points for the USD Term Loan and EUR Term Loan, respectively. We expect that these reductions will generate approximately $9 million of annual interest expense savings.
•2026 Restructuring. In February 2026, we approved an incremental cost realignment program (the "2026 Program") intended to further streamline the organization and drive operational efficiency. The 2026 Program is designed to generate additional annualized cost savings of approximately $70 million to $80 million by the end of fiscal year 2026. We expect to incur total pre-tax restructuring charges of approximately $65 million to $75 million, the substantial majority of which would result in cash expenditures.
Outside of the factors described above, the Factors Affecting Results of Operations have remained materially unchanged from those events disclosed as of December 31, 2025 in the audited consolidated financial statements.
Key Performance Metrics
We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions:
Intelligence Subscription Revenue
Subscription Revenue is defined as Annualized Revenue from subscription services associated with annual and multi-year contracts, and renewal licensing services within our Intelligence solutions; it excludes contracts and products, that are short-term in nature, which we define to mean less than 12 months in duration.
Annualized Revenue is defined as average annualized monthly contract value revenue over the trailing twelve months. Newly acquired client revenue is calculated by (i) annualizing the first month with positive contract value, then (ii) annualizing the monthly average contract value between the second month and eleventh month with positive contract value, and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the three months ended March 31, 2026 and March 31, 2025 includes the annualized revenue. Annualized Revenue is not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenue may or may not be extended or renewed by our clients.
Intelligence Revenue is defined as revenue generated from our Intelligence solutions, and Intelligence Subscription Revenue represents the underlying performance of our Intelligence subscription-based contracts. We believe Intelligence Subscription Revenue is useful to investors as a key indicator of the trajectory of our Intelligence Solutions performance. Intelligence Subscription Revenue growth is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. The following table summarizes our Annualized Intelligence Subscription Revenue for the periods presented:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Intelligence Subscription Revenue | $ | 2,934 | $ | 2,707 | |||||||
| Intelligence Subscription Revenue Growth (%) | 5.9% | 7.3% | |||||||||
Net Dollar Retention ("NDR")
NDR represents the amount of Annualized Revenue that we generate from our existing clients. To compute NDR for any period, we compare the Annualized Revenue for Intelligence Revenue or for Intelligence Subscription Revenue at the end of the prior year comparable quarter ("beginning of period Annualized Revenue") to the Annualized Revenue from that same cohort of clients at the end of the current quarter ("retained Annualized Revenue"); we then divide the retained Annualized Revenue by the beginning of period Annualized Revenue to arrive at the NDR. The calculation includes the positive impact within the same cohort of clients of selling additional products, cross-selling products, price increases and the impact of clients who have returned after a short period in which they did not purchase our solutions. The calculation does not include the impact of revenue increases from acquiring new clients (whether from the ordinary course of business or acquisitions) during the period and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. NDR is used by our management as an indicator of our ability to retain and grow revenue from our existing clients, as well as the stability of our revenue and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| NDR for Intelligence Subscription Revenue | 104% | 105% | |||||||||
Gross Dollar Retention ("GDR")
GDR represents the amount of prior period Annualized Revenue we have retained in the current period from existing clients. We compute GDR by comparing the Annualized Revenue (for Intelligence Revenue or for Intelligence Subscription Revenue) from the prior year comparable quarter ("base Annualized Revenue") to the Annualized Revenue from the same cohort of clients in the current comparable quarter, excluding the benefit of enhancements from any net upsell or pricing increases or the impact of clients who have returned after a short period in which they did not purchase our solutions ("retained Annualized Revenue"). We then divide the retained Annualized Revenue by the base Annualized Revenue. The calculation reflects only client losses and does not reflect client expansion or contraction, or revenue from new clients (whether from the ordinary course of business or acquisitions) and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. GDR is used by our management as an indicator of value that our solutions provide to our clients as represented by our ability to retain our existing client base and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| GDR for Intelligence Subscription Revenue | 99% | 98% | |||||||||
Components of Results of Operations
Revenues
We report revenue according to three reportable segments: Americas, EMEA and APAC. Within these segments, we generate revenue from solutions in two product groupings: (i) Intelligence and (ii) Activation. Intelligence solutions include sales of retail omnichannel measurement, consumer panel, eCommerce and other data. Activation solutions include sales of customized analytics research and predictive models to improve decisions around product innovation, pricing, marketing and supply chain.
Cost of revenues (excluding depreciation and amortization)
Cost of revenues primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 4. "Revenue" of our notes to the unaudited condensed consolidated financial statements.)
Selling, general and administrative expenses
Selling, general and administrative expenses primarily include personnel-related costs, costs for professional and consultancy services and occupancy costs.
Depreciation and amortization
Depreciation and amortization primarily includes amortization of internally developed software and acquired intangibles, which relate to computer software, client relationships, retail partnerships and trade names and trademarks. Depreciation primarily relates to buildings and leasehold improvements, as well as information and communication equipment.
Impairment of long-lived assets
Impairment of long-lived assets includes impairment charges related to operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
Restructuring, net
Restructuring charges include programs pursuant to which we realign operations to improve effectiveness and efficiency, such as reducing headcount and consolidation of operations. Restructuring charges primarily related to severance costs related to employee separation packages, which are calculated based on salary levels and past service periods.
Other operating income, net
Other operating income, net includes income from third-party subleases and charges to equity method investments to recover costs incurred by us for providing technology and other infrastructure services.
Interest expense, net
Interest expense, net primarily includes interest related to our term loans and Revolver, along with the associated amortization of debt discount and debt issuance costs.
Foreign currency exchange gain, net
Foreign currency exchange gain, net primarily relates to debt obligations denominated in a currency other than an entity's functional currency as well as the impact of foreign exchange hedges.
Nonoperating expense, net
Nonoperating expense, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, write-off of unamortized debt discount and debt issuance costs, costs associated with our factoring program, components of net periodic pension benefit other than service cost, income from transition services agreement and settlement of tax indemnification.
Income tax expense
Income tax expense includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the unaudited condensed consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Results of Operations
For the three months ended March 31, 2026 and 2025, our results of operations were as follows:
| Change | |||||||||||||||||||||||
| Three Months Ended March 31, | 2026 vs. 2025 | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Revenues | $ | 1,072.7 | $ | 965.9 | $ | 106.8 | 11.1 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
|
Cost of revenues (excluding depreciation and amortization shown separately below)
|
475.0 | 430.8 | 44.2 | 10.3 | % | ||||||||||||||||||
|
Selling, general and administrative expenses
|
396.1 | 371.7 | 24.4 | 6.6 | % | ||||||||||||||||||
|
Depreciation and amortization
|
153.7 | 148.5 | 5.2 | 3.5 | % | ||||||||||||||||||
|
Impairment of long-lived assets
|
- | 0.7 | (0.7) | n/m | |||||||||||||||||||
|
Restructuring, net
|
64.9 | 4.6 | 60.3 | n/m | |||||||||||||||||||
| Other operating income, net | (6.8) | (6.1) | (0.7) | 11.5 | % | ||||||||||||||||||
| Total operating expenses | 1,082.9 | 950.2 | 132.7 | 14.0 | % | ||||||||||||||||||
| Operating (loss) income | (10.2) | 15.7 | (25.9) | (165.0) | % | ||||||||||||||||||
|
Interest expense, net
|
(58.5) | (83.5) | 25.0 | (29.9) | % | ||||||||||||||||||
| Foreign currency exchange gain, net | 5.6 | 32.0 | (26.4) | (82.5) | % | ||||||||||||||||||
| Nonoperating expense, net | - | (58.8) | 58.8 | n/m | |||||||||||||||||||
| Loss before income taxes | (63.1) | (94.6) | 31.5 | 33.3 | % | ||||||||||||||||||
| Income tax expense | (25.6) | (23.3) | (2.3) | 9.9 | % | ||||||||||||||||||
| Net loss | (88.7) | (117.9) | 29.2 | 24.8 | % | ||||||||||||||||||
|
Less: Net income attributable to noncontrolling interests
|
1.4 | 1.9 | (0.5) | (26.3) | % | ||||||||||||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | $ | 29.7 | 24.8 | % | |||||||||||||||
Revenues
Revenues increased $106.8 million, or 11.1%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, reflecting solid growth across the Americas and EMEA regions, partially offset by softer performance in APAC. Growth in the quarter was driven primarily by expansion across the existing client base and increased service delivery, with pricing strategy providing meaningful contribution. Intelligence performance benefited from broader coverage, increased service driven by enhanced granularity across offerings, while Activation growth was supported by expansion across solutions, higher volumes and scope of services delivered.
Cost of revenues (excluding depreciation and amortization shown separately below)
Cost of revenues increased $44.2 million, or 10.3%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily driven by expanded retail data engagements centered around investments into expanded coverage, granularity and panel expansion, as well as increased variable spend directly tied to increased revenue volume.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $24.4 million, or 6.6%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was due primarily to inflationary costs and increased personnel costs to support the growing business.
Depreciation and amortization
Depreciation and amortization increased $5.2 million, or 3.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to an increase in amortization for internally developed software for the same periods.
Impairment of long-lived assets
Impairment of long-lived assets decreased $0.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease is driven by the impairment of operating lease right-of-use assets during the three months ended March 31, 2025.
Restructuring, net
Restructuring, net increased $60.3 million, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase in restructuring charges was driven by (i) the 2026 Program costs which include employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications as a result of Ms. Tracey Massey's resignation from her position as Chief Operating Officer. See Note 11. "Restructuring Activities" in the notes to unaudited condensed consolidated financial statements for additional information.
Other operating income, net
Other operating income, net increased $0.7 million, or 11.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase is primarily attributable to sublease income from our leasing arrangements.
Interest expense, net
Interest expense, net decreased $25.0 million, or 29.9%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was primarily driven by the repayment of debt in connection with the IPO, as well as post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest expense savings. See Note 7. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
Foreign currency exchange gain, net
Foreign currency exchange gain, net decreased by $26.4 million to a net gain of $5.6 million for the three months ended March 31, 2026. The decrease was primarily driven by higher foreign currency losses related to the depreciation of the US Dollar against the Euro.
Nonoperating expense, net
Nonoperating expense, net decreased $58.8 million, or 100.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was driven by the remeasurement of warrant to fair value and write-off of debt issuance costs that occurred during the three months ended March 31, 2025.
Income tax expense
Income tax expense increased $2.3 million, a change of 9.9% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. For the three months ended March 31, 2026 and 2025, the effective tax rate was (41)% and (25)%, respectively. The increase in our effective tax rate for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily driven by an increase in pre-tax book income and changes in jurisdictional earnings.
Segment Results
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management's view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East, Africa and South Asia
• APAC, which includes Asia and the western Pacific region
The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three months ended March 31, 2026 and 2025. Segment results have been adjusted retrospectively to reflect changes in the reportable segments. We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA. See Note 13. "Reportable Segments" in the notes to unaudited condensed consolidated financial statements for additional information.
Americas
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 432.2 | $ | 380.6 | |||||||
| Segment Adjusted EBITDA | 122.5 | 108.2 | |||||||||
| Segment Adjusted EBITDA Margin % | 28.3% | 28.4% | |||||||||
Segment Revenues
Americas' segment revenues increased by $51.6 million, or 13.6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven primarily by strong retention, expansion revenue and increased service across the existing client base. Segment Intelligence revenue increased by $36.4 million due to strong retention complemented by value-based pricing, increased service driven by expanded coverage and granularity across product offerings. Segment Activation revenue increased by $15.2 million driven by expansion revenue, higher project demand and volume increases.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
Americas' segment Adjusted EBITDA increased by $14.3 million, or 13.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin decreased by 0.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The change was primarily attributable to the increase in segment revenues for the three months ended March 31, 2026, offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
EMEA
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 487.3 | $ | 430.5 | |||||||
| Segment Adjusted EBITDA | 155.2 | 125.2 | |||||||||
| Segment Adjusted EBITDA Margin % | 31.8% | 29.1% | |||||||||
Segment Revenues
EMEA segment revenues increased by $56.8 million, or 13.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven by a combination value-based pricing and expansion of services across the existing client base. Segment Intelligence revenue increased $51.3 million, primarily reflecting the impact of value-based pricing, supplemented by expansion revenue and increased service driven by broader coverage and granularity. Segment Activation revenue increased $5.5 million driven by higher project demand and volume increases.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
EMEA segment Adjusted EBITDA increased by $30.0 million, or 24.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.7% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The change was primarily attributable to the increase in segment revenues for the three months ended March 31, 2026, partially offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
APAC
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 153.2 | $ | 154.8 | |||||||
| Segment Adjusted EBITDA | 34.8 | 31.6 | |||||||||
| Segment Adjusted EBITDA Margin % | 22.7 | % | 20.4 | % | |||||||
Segment Revenues
APAC segment revenues decreased by $1.6 million, or 1.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, driven by reduced service and volume softness, partially offset by benefit of pricing actions and expansion across the region.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
APAC segment Adjusted EBITDA increased by $3.2 million, or 10.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.3% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to decreased segment costs for the three months ended March 31, 2026, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
Non-GAAP Financial Measures
We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, segment Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Share, Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth in the tables below and elsewhere in this Quarterly Report on Form 10-Q as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance. See "Segment Results" and Note 13. "Reportable Segments" in the notes to unaudited condensed consolidated financial statements for more additional information on segment Adjusted EBITDA.
Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations, earnings or loss per share or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our unaudited condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for restructuring and other non-cash compensation expense, Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange gain, net, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable U.S. GAAP measure, net loss attributable to NIQ, and net loss attributable to NIQ divided by Revenue, for the periods presented:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | |||||||
| Interest expense, net | 58.5 | 83.5 | |||||||||
| Income tax expense | 25.6 | 23.3 | |||||||||
| Depreciation and amortization | 153.7 | 148.5 | |||||||||
| EBITDA | 147.7 | 135.5 | |||||||||
|
2026 Program costs and other non-cash compensation expense(1)
|
65.5 | - | |||||||||
|
Transformation Program costs(2)
|
8.5 | 5.6 | |||||||||
|
GfK integration costs(3)
|
1.7 | 14.7 | |||||||||
|
Acquisitions and transaction related costs(4)
|
3.8 | 5.4 | |||||||||
|
Impairment of long-lived assets(5)
|
- | 0.7 | |||||||||
|
Foreign currency exchange gain, net(6)
|
(5.6) | (32.0) | |||||||||
|
Nonoperating items, net(7)
|
1.2 | 62.7 | |||||||||
|
Share-based compensation expense(8)
|
1.9 | 1.3 | |||||||||
|
Other operating items, net(9)
|
0.1 | (5.2) | |||||||||
| Adjusted EBITDA | $ | 224.8 | $ | 188.7 | |||||||
| Net loss attributable to NIQ divided by Revenue | (8.4) | % | (12.4) | % | |||||||
| Adjusted EBITDA Margin % | 21.0 | % | 19.5 | % | |||||||
Adjusted EBITDA increased $36.1 million, or 19.1%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Adjusted EBITDA Margin increased 1.5% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily driven by strong organic constant currency revenue growth as well as savings related to the Cost Efficiency Program.
Footnotes to the table above:
(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey's resignation from her position as Chief Operating Officer.
(2)Transformation Program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 11. "Restructuring Activities".
(3)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. "Restructuring Activities".
(4)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(5)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(6)Foreign currency exchange gain, net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(7)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, factoring fees and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Nonoperating items, net | $ | 1.2 | $ | 62.7 | |||||||
| Net periodic pension benefit, other than service cost | (1.3) | (0.9) | |||||||||
| Remeasurement of warrant to fair value | - | 46.1 | |||||||||
| Write-off of unamortized debt discount and debt issuance costs | - | 10.3 | |||||||||
| Settlement of tax indemnification | (0.5) | 4.1 | |||||||||
| Factoring fees | 2.0 | 2.8 | |||||||||
| Other | 1.0 | 0.3 | |||||||||
(8)Share-based compensation expense consists of non-cash expense.
(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
Free Cash Flow
Free Cash Flow is defined as net cash provided by operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with Cash from Operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash used in operating activities, for the periods presented.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash used in operating activities | $ | (63.6) | $ | (153.6) | |||||||
| Cash paid for capital expenditures | (59.6) | (62.7) | |||||||||
| Free Cash Flow | $ | (123.2) | $ | (216.3) | |||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cash paid for interest | $ | 58.1 | $ | 82.5 | |||||||
Free Cash Flow increased by $93.1 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 due to improved profitability as evidenced by a higher Adjusted EBITDA and lower cash paid for interest as a result of the repayment of debt in connection with the IPO, as well as post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest expense savings. See the "Condensed Consolidated Statements of Cash Flows" in the unaudited condensed consolidated financial statements for additional information.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share
Adjusted Net Income (Loss) is defined as net loss attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Income (Loss) per Share is defined as Adjusted Net Income (Loss) divided by the Weighted Average Shares Outstanding.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze business operations and to adjust net loss for items we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.
The following tables show Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, for the periods presented and the reconciliation to their most comparable GAAP measure, net loss attributable to NIQ and Earnings Per Share, respectively, for the periods presented:
| Three Months Ended March 31, | |||||||||||
| (in millions, except share and per share data) | 2026 | 2025 | |||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | |||||||
| Adjustments to reconcile net loss attributable to NIQ | |||||||||||
|
2026 Program costs and other non-cash compensation expense(1)
|
65.5 | - | |||||||||
|
Transformation Program costs(2)
|
8.5 | 5.6 | |||||||||
|
Amortization of certain intangible assets(3)
|
71.1 | 69.1 | |||||||||
|
GfK integration costs(4)
|
1.7 | 14.7 | |||||||||
|
Acquisitions and transaction related costs(5)
|
3.8 | 5.4 | |||||||||
|
Impairment of long-lived assets(6)
|
- | 0.7 | |||||||||
|
Foreign currency exchange gain, net(7)
|
(5.6) | (32.0) | |||||||||
|
Nonoperating items, net(8)
|
(0.8) | 59.9 | |||||||||
|
Share-based compensation expense(9)
|
1.9 | 1.3 | |||||||||
|
Other operating items, net(10)
|
0.1 | (5.2) | |||||||||
| Total Adjustments to net loss attributable to NIQ | $ | 146.2 | $ | 119.5 | |||||||
|
Tax effect of above adjustments(11)
|
(12.7) | (4.2) | |||||||||
| Adjusted Net Income (Loss) attributable to NIQ | $ | 43.4 | $ | (4.5) | |||||||
| Basic and diluted loss per share: | |||||||||||
| Loss attributable to NIQ | $ | (0.31) | $ | (0.49) | |||||||
| Weighted average basic and diluted NIQ ordinary shares outstanding | 295,044,637 | 245,000,000 | |||||||||
| Basic and diluted Adjusted Net Income (loss) per share: | |||||||||||
| Income (loss) attributable to NIQ | $ | 0.15 | $ | (0.02) | |||||||
Adjusted Net Income (Loss) attributable to NIQ increased $47.9 million, or 1,064.4%, for the three months ended March 31, 2026 compared to the prior corresponding period. The increase is primarily attributable to revenue growth, along with interest expense savings driven by debt repayments in connection with the IPO and subsequent post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest cost savings.
Footnotes to the table above:
(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey's resignation from her position as Chief Operating Officer.
(2)Transformation Program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 11. "Restructuring Activities".
(3)Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the Condensed Consolidated Statements of Operations.
(4)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. "Restructuring Activities".
(5)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(6)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(7)Foreign currency exchange gain, net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(8)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Nonoperating items, net | $ | (0.8) | $ | 59.9 | |||||||
| Net periodic pension benefit, other than service cost | (1.3) | (0.9) | |||||||||
| Remeasurement of warrant to fair value | - | 46.1 | |||||||||
| Write-off of unamortized debt discount and debt issuance costs | - | 10.3 | |||||||||
| Settlement of tax indemnification | (0.5) | 4.1 | |||||||||
| Other | 1.0 | 0.3 | |||||||||
(9)Share-based compensation expense consists of non-cash expense.
(10)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
(11)Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 46% and 110% for the three months ended March 31, 2026, and March 31, 2025, respectively. Our statutory rate is evaluated annually.
Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth
Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact of divestitures and (iii) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.
The following tables present Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 and 2025. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
| Three Months Ended March 31, | Growth/ (Decline) |
Organic Constant Currency Revenue Growth |
|||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Revenue Growth | Inorganic Items | Foreign Exchange | ||||||||||||||||||||||||||||||
| Revenues | $ | 1,072.7 | $ | 965.9 | 11.1 | % | - | % | (6.0) | % | 5.1 | % | |||||||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||||||||||||||
| Americas revenue | 432.2 | 380.6 | 13.6 | % | (0.4) | % | (3.9) | % | 9.3 | % | |||||||||||||||||||||||||
| EMEA revenue | 487.3 | 430.5 | 13.2 | % | 0.3 | % | (8.9) | % | 4.6 | % | |||||||||||||||||||||||||
| APAC revenue | 153.2 | 154.8 | (1.0) | % | - | % | (2.6) | % | (3.6) | % | |||||||||||||||||||||||||
Consolidated Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 5.1% driven by strong renewal rates, higher pricing, new capabilities and solutions and new and higher growth markets.
Americas Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 9.3% due to strong renewal rates, expanded verticals and core services and cross selling new capabilities to existing clients.
EMEA Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 grew by 4.6% driven by price, cross selling new capabilities to existing clients and high growth markets.
APAC Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 decreased by 3.6% driven by reduced demand for services.
Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations and capital expenditures. As of March 31, 2026, we had $747.5 million in available borrowing capacity under the Revolver, which combined with available cash of $362.3 million, provided liquidity of $1,109.8 million.
We expect to incur future expenditures on developing internally developed software. We capitalized $56.3 million and $54.4 million of internally developed software costs for the three months ended March 31, 2026 and 2025, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term (12 months or less) and long-term liquidity requirements, including our debt services.
We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position.
Our Credit Agreement (as defined below) contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires us to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the agreement) if outstanding indebtedness exceeds a certain level. In addition, the debt agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the agreement) exceeds a certain level.
Debt facilities
Term Loans and Revolver
We have a credit agreement (the "Credit Agreement"), comprising term loans and a revolving facility (the "Revolver"). In connection with the Credit Agreement, we are party to the Dutch Security Agreement and have pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement). We also entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $26.8 million USD) to finance the M-Trix Acquisition. We settled the loan, including the accrued interest, during the third quarter of 2025.
There have been no material changes to our debt structure since December 31, 2025. For debt related information, see Note 7. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
Covenant Compliance
The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires that we maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
We were in compliance with all relevant covenants contained in the Credit Agreement as of March 31, 2026.
Cash Flow
The following table summarizes our cash flows for the periods presented:
| Three Months Ended March 31, | |||||||||||
|
(in millions)
|
2026 | 2025 | |||||||||
| Net cash used in operating activities | $ | (63.6) | $ | (153.6) | |||||||
| Net cash used in investing activities | (59.2) | (3.7) | |||||||||
| Net cash (used in) provided by financing activities | (31.1) | 170.1 | |||||||||
|
Effect of exchange-rate changes on cash and cash equivalents
|
(2.6) | 11.5 | |||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (156.5) | $ | 24.3 | |||||||
Operating Activities
For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, net cash used in operating activities decreased $90.0 million, primarily driven by a favorable decrease in net loss adjusted for non-cash items of $24.3 million and net movements in operating assets and liabilities of $65.7 million. Non-cash items include (i) an increase of $23.4 million in non-cash foreign currency exchange gains, net, (ii) an increase of $14.5 million in other operating activities, (iii) an increase of $10.2 million in share-based compensation, (iv) an increase of $5.2 million in depreciation and amortization and (v) an increase of $1.4 million in the provision for credit losses, partially offset by unfavorable movements in non-cash items including (i) a decrease of $46.1 million in the mark-to-market remeasurement of the Warrant liability, (ii) a decrease of $10.3 million in the write-off of unamortized debt discount and debt issuance costs, (iii) a decrease of $8.1 million in the amortization of debt discount and debt issuance costs and (iv) a decrease of $0.7 million in impairment of long-lived assets.
The net movements in operating assets and liabilities include (i) an increase of $148.0 million in accounts payable and other current liabilities primarily due to increased deferred revenue in the ordinary course of business and increased restructuring liabilities, (ii) an increase of $2.9 million in operating leases, net, partially offset by (i) a decrease of $67.6 million in trade and other receivable primarily due to increased revenue in the current period as compared to the prior period, (ii) a decrease of $14.0 million in prepaid expenses and other current assets and (iii) a decrease of $3.6 million in other noncurrent assets, net of noncurrent liabilities.
Investing Activities
For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, net cash used in investing activities increased $55.5 million, primarily driven by a decrease in disposal activity of $61.8 million related to the sale of Netquest in February 2025, partially offset by (i) an increase of $3.2 million in intangible asset expenditures primarily related to additions to internally developed software cost and (ii) an increase of $3.2 million in other investing activities, net.
Financing Activities
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, net cash (used in) provided by financing activities decreased $201.2 million primarily driven by (i) lower net debt and other financing arrangement repayments of $20.7 million in the current period as compared to net debt and other financing arrangement proceeds of $158.3 million in the prior period, (ii) a decrease of $24.2 million in other financing activities, net, (iii) a decrease of $3.5 million in finance leases, partially offset by (i) lower dividends paid to noncontrolling interests of $3.0 million and (ii) a decrease of $2.5 million in debt issuance costs paid related to the 2025 debt refinancing.
Cash Requirements
As of March 31, 2026, we have cash requirements for long-term debt payments, leases and other liabilities. There have been no material changes to these obligations since December 31, 2025. For debt related information, see Note 7. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information. For commitment and contingency-related information, see Note 15. "Commitments and Contingencies" in the notes to the unaudited condensed consolidated financial statements for additional information.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in our unaudited condensed consolidated financial statements and accompanying notes. We evaluate our estimates on an ongoing basis, and we base our estimates on historical experience, management's judgment and input from other third parties from information available at the time. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting policies and estimates as described in our 2025 Annual Report on Form 10-K. For additional information about our critical accounting estimates, see the disclosure included in our 2025 Annual Report on Form 10-K.
Recent Accounting Standards
See Note 2. "Summary of Significant Accounting Policies" in our notes to the unaudited condensed consolidated financial statements for a description of recently adopted and recently issued accounting standards.
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