Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, "Item 1 - Financial Statements (Unaudited)." This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations and those identified under "Special Note Regarding Forward-Looking Statements" herein and Part I, "Item 1A-Risk Factors" in our 2025 Form 10-K.
Overview
We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, BFF and Badoo. Bumble app, launched in 2014, is one of the first dating apps built with women at the center. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app's focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023, we officially launched a standalone Bumble For Friends app, which we relaunched in September 2025 as BFF in the United States, our dedicated app for friend-finding, group connections and community-building.
Year-to-Date ended March 31, 2026 Consolidated Results
For the three months ended March 31, 2026 and 2025, we generated:
•Total revenue of $212.4 million and $247.1 million, respectively;
•Bumble App Revenue of $172.7 million and $201.8 million, respectively;
•Badoo App and Other Revenue of $39.7 million and $45.3 million, respectively;
•Net earnings of $52.6 million and $19.8 million, respectively, representing net earnings margin of 24.8% and 8.0% respectively; and
•Adjusted EBITDA of $82.6 million and $64.4 million, respectively, representing Adjusted EBITDA margin of 38.9% and 26.1%, respectively;
•Net cash provided by operating activities of $77.2 million and $43.2 million, respectively, and operating cash flow conversion of 146.8% and 218.1%, respectively; and
•Free cash flow of $73.8 million and $40.8 million, respectively, representing free cash flow conversion of 89.4% and 63.4%, respectively.
For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see "Non-GAAP Financial Measures."
Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See "Non-GAAP Financial Measures" for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
The following metrics were calculated excluding paying users of and revenue generated from Official, advertising and partnerships or affiliates. The Bumble For Friends app was relaunched as BFF in the United States in September 2025. The Company has not sought to generate revenue from the BFF app and therefore it is excluded from our key operating metrics as of March 31, 2026..
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except ARPPU)
|
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Bumble App Paying Users
|
|
2,082.0
|
|
|
2,708.4
|
|
|
Badoo App and Other Paying Users
|
|
1,084.3
|
|
|
1,306.3
|
|
|
Total Paying Users
|
|
3,166.3
|
|
|
4,014.7
|
|
|
Bumble App Average Revenue per Paying User
|
|
$
|
27.65
|
|
|
$
|
24.84
|
|
|
Badoo App and Other Average Revenue per Paying User
|
|
$
|
11.26
|
|
|
$
|
10.72
|
|
|
Total Average Revenue per Paying User
|
|
$
|
22.04
|
|
|
$
|
20.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data and percentages)
|
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Condensed Consolidated Statements of Operations Data:
|
|
|
|
|
|
Revenue
|
|
212,383
|
|
|
247,101
|
|
|
Net earnings
|
|
52,622
|
|
|
19,831
|
|
|
Net earnings attributable to Bumble Inc. shareholders
|
|
45,211
|
|
|
13,444
|
|
|
Net earnings (loss) per share attributable to Bumble Inc. shareholders
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
|
Diluted earnings (loss) per share
|
|
$
|
0.34
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
March 31, 2026
|
|
December 31, 2025
|
|
Condensed Consolidated Balance Sheets Data:
|
|
|
|
|
|
Total assets
|
|
$
|
1,472,905
|
|
|
$
|
1,425,078
|
|
|
Cash and cash equivalents
|
|
245,589
|
|
|
175,760
|
|
|
Long-term debt, net including current maturities
|
|
587,490
|
|
|
588,465
|
|
Profitability and Liquidity
We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:
•Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
•Free cash flow. We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.
Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
See "Non-GAAP Financial Measures" for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.
Growth Strategy
As previously disclosed, we have implemented a business strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this strategy, we have focused on fostering a vibrant and healthy membership base and improving the member experience through product innovation, including modernizing our technology and increased use of artificial intelligence in our products and in the optimization of our operations. To align with these priorities, we have (a) strategically shifted away from paid member acquisition in favor of brand and organic investment and (b) limited performance marketing to targeted usage aimed at acquiring quality members who we believe will be additive to the health of our membership base. As we transition from the completion of the quality reset to our membership base, our primary focus has shifted to improving the member experience through product innovation. As we address these areas of focus, our revenue and paying users have been, and may continue to be, negatively impacted in the short term. Furthermore, if we do not successfully implement this strategy, our business, financial condition and results of operations could be materially adversely affected.
See also "If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed" and "We are subject to certain risks as a mission-based company" in Part I, "Item 1A-Risk Factors-Risks Related to Our Brands, Products and Operations" of our 2025 Form 10-K.
Macroeconomic Conditions
Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the introduction of higher tariffs by the U.S. government, inflationary pressures that may affect consumer spending, and fluctuations in foreign currency exchange rates, have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.
For additional information, see Part I, "We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans" in "Item 1A-Risk Factors-General Risk Factors" of our 2025 Form 10-K.
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Share Repurchase Program
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the three months ended March 31, 2026, we did not repurchase any shares of Class A common stock. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of March 31, 2026, a total of $50.1 million remains available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies -Share Repurchase Program, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
Tax Receivable Agreement
Concurrent with the completion of the IPO, we entered into a Tax Receivable Agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. In November 2025, the Tax Receivable Agreement was amended to provide for one-time settlement payments as consideration for the complete and full termination of the Company's payment obligations under the agreement. Prior to its amendment, adjustments to the tax receivable agreement liability were recognized as "Other income (expense), net" on the unaudited condensed consolidated statements of operations.
See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements included in Part II, "Item 8 - Financial Statements and Supplementary Data" of our 2025 Form 10-K for additional information regarding the Tax Receivable Agreement.
Impairment Charges
During the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the then-anticipated discontinuation of the Official app. There were no impairment charges recorded for the three months ended March 31, 2026.
We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets, definite-lived intangible assets and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A change in corporate strategy, a further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q, as well as Note 2, Summary of Selected Significant Accounting Policies-Goodwill,-Indefinite-Lived Intangible Assets and -Long-Lived Assets and Definite-Lived Intangible Assets, Note 6, Sale of a Business, and Note 8, Goodwill and Intangible Assets, Net to our audited consolidated financial statements included in Part II, "Item 8 - Financial Statements and Supplementary Data" of our 2025 Form 10-K.
Restructuring
In June 2025, we announced our decision to reduce our global workforce (the "2025 Restructuring Plan") by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $15.0 million of total non-recurring charges through the first half of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees.
In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees.
For additional information, see Note 5, Restructuring , to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
Components of Results of Operations
Our business is organized into a single reportable segment.
Revenue
We monetize the Bumble, Bumble For Friends, Badoo, Fruitz and Official apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.
We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
Cost of revenue
Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.
Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges, certain indirect taxes and other administrative expenses.
Product development expense
Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Impairment loss
Impairment loss relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.
Interest income (expense), net
Interest income (expense), net consists of interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income, changes in fair value of investments in equity securities and gain (loss) on sale of businesses.
Income tax benefit (provision)
Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Operations
The following table sets forth our unaudited condensed consolidated statements of operations information for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Revenue
|
$
|
212,383
|
|
|
$
|
247,101
|
|
|
Operating costs and expenses:
|
|
|
|
|
Cost of revenue
|
54,824
|
|
|
73,353
|
|
|
Selling and marketing expense
|
26,960
|
|
|
59,734
|
|
|
General and administrative expense
|
30,762
|
|
|
21,644
|
|
|
Product development expense
|
30,171
|
|
|
34,504
|
|
|
Depreciation and amortization expense
|
4,412
|
|
|
9,585
|
|
|
Impairment loss
|
-
|
|
|
3,631
|
|
|
Total operating costs and expenses
|
147,129
|
|
|
202,451
|
|
|
Operating earnings
|
65,254
|
|
|
44,650
|
|
|
Interest expense, net
|
(7,959)
|
|
|
(12,049)
|
|
|
Other income (expense), net
|
6,741
|
|
|
(6,762)
|
|
|
Income before income taxes
|
64,036
|
|
|
25,839
|
|
|
Income tax provision
|
(11,414)
|
|
|
(6,008)
|
|
|
Net earnings
|
52,622
|
|
|
19,831
|
|
|
Net earnings attributable to noncontrolling interests
|
7,411
|
|
|
6,387
|
|
|
Net earnings attributable to Bumble Inc. shareholders
|
$
|
45,211
|
|
|
$
|
13,444
|
|
The following table sets forth our unaudited condensed consolidated statements of operations information as a percentage of revenue for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
Operating costs and expenses:
|
|
|
|
|
Cost of revenue
|
25.8
|
%
|
|
29.7
|
%
|
|
Selling and marketing expense
|
12.7
|
%
|
|
24.2
|
%
|
|
General and administrative expense
|
14.5
|
%
|
|
8.8
|
%
|
|
Product development expense
|
14.2
|
%
|
|
14.0
|
%
|
|
Depreciation and amortization expense
|
2.1
|
%
|
|
3.9
|
%
|
|
Impairment loss
|
0.0
|
%
|
|
1.5
|
%
|
|
Total operating costs and expenses
|
69.3
|
%
|
|
81.9
|
%
|
|
Operating earnings
|
30.7
|
%
|
|
18.1
|
%
|
|
Interest expense, net
|
(3.7
|
%)
|
|
(4.9
|
%)
|
|
Other income (expense), net
|
3.2
|
%
|
|
(2.7
|
%)
|
|
Income before income taxes
|
30.2
|
%
|
|
10.5
|
%
|
|
Income tax provision
|
(5.4
|
%)
|
|
(2.4
|
%)
|
|
Net earnings
|
24.8
|
%
|
|
8.0
|
%
|
|
Net earnings attributable to noncontrolling interests
|
3.5
|
%
|
|
2.6
|
%
|
|
Net earnings attributable to Bumble Inc. shareholders
|
21.3
|
%
|
|
5.4
|
%
|
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Cost of revenue
|
$
|
50
|
|
|
$
|
154
|
|
|
Selling and marketing expense
|
889
|
|
|
(839)
|
|
|
General and administrative expense
|
6,218
|
|
|
(3,894)
|
|
|
Product development expense
|
3,661
|
|
|
8,717
|
|
|
Total stock-based compensation expense
|
$
|
10,818
|
|
|
$
|
4,138
|
|
During the three months ended March 31, 2026, stock-based compensation expense was higher compared to the same period in 2025, primarily due to higher forfeitures in the 2025 period. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Bumble App
|
$
|
172,698
|
|
|
$
|
201,822
|
|
|
Badoo App and Other
|
39,685
|
|
|
45,279
|
|
|
Total Revenue
|
$
|
212,383
|
|
|
$
|
247,101
|
|
Total Revenue was $212.4 million for the three months ended March 31, 2026, compared to $247.1 million for the same period in 2025. The decrease was primarily driven by a decline in Total Paying Users, partially offset by an increase in Total ARPPU and favorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $172.7 million for the three months ended March 31, 2026, compared to $201.8 million for the same period in 2025. This decrease was primarily driven by a 23.1% decline in Bumble App Paying Users to 2.1 million, partially offset by an 11.3% increase in Bumble App ARPPU to $27.65 and favorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $39.7 million for the three months ended March 31, 2026, compared to $45.3 million for the same period in 2025. This decrease was primarily driven by a 17.0% decline in Badoo App and Other Paying Users to 1.1 million, partially offset by a 5.0% increase in Badoo App and Other ARPPU to $11.26 primarily due to favorable fluctuations in foreign currency exchange rates.
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Cost of revenue
|
$
|
54,824
|
|
|
$
|
73,353
|
|
|
Percentage of revenue
|
25.8
|
%
|
|
29.7
|
%
|
Cost of revenue for the three months ended March 31, 2026 decreased by $18.5 million, or 25.3%, compared to the same period in 2025. The decreases in cost of revenue for the three months ended March 31, 2026 were driven primarily by decreases in in-app purchase fees due to lower revenue.
As a percentage of revenue, cost of revenue decreased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025, as well as alternate payment methods offered to iPhone operating system members.
Selling and marketing expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Selling and marketing expense
|
$
|
26,960
|
|
|
$
|
59,734
|
|
|
Percentage of revenue
|
12.7
|
%
|
|
24.2
|
%
|
Selling and marketing expense for the three months ended March 31, 2026 decreased by $32.8 million, or 54.9%, compared to the same period in 2025. The change was primarily due to a $31.4 million decrease in marketing costs, reflecting our strategic shift away from paid member acquisition and performance marketing in favor of brand and organic investment since the second quarter of 2025, as well as a $1.4 million decrease in personnel costs driven by lower headcount in the first quarter of 2026 following the 2025 Restructuring Plan.
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
General and administrative expense
|
$
|
30,762
|
|
|
$
|
21,644
|
|
|
Percentage of revenue
|
14.5
|
%
|
|
8.8
|
%
|
General and administrative expense for the three months ended March 31, 2026 increased by $9.1 million, or 42.1%, compared to the same period in 2025. The change was primarily due to a $10.1 million increase in stock-based compensation driven by forfeitures associated with the departure of officers in the first quarter of 2025 and a $2.2 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $1.7 million decrease in personnel costs driven by lower headcount in the first quarter of 2026 following the 2025 Restructuring Plan.
Product development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Product development expense
|
$
|
30,171
|
|
|
$
|
34,504
|
|
|
Percentage of revenue
|
14.2
|
%
|
|
14.0
|
%
|
Product development expense in the three months ended March 31, 2026 decreased by $4.3 million, or 12.6%, compared to the same period in 2025. The change was primarily due to a $4.9 million decrease in stock-based compensation driven by a lower ongoing run rate associated with employee terminations in 2025.
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Depreciation and amortization expense
|
$
|
4,412
|
|
|
$
|
9,585
|
|
|
Percentage of revenue
|
2.1
|
%
|
|
3.9
|
%
|
Depreciation and amortization expense for the three months ended March 31, 2026 decreased by $5.2 million, or 54.0%, compared to the same periods in 2025. The decrease in depreciation and amortization expense for the three months ended March 31, 2026 was primarily driven by the full amortization of Bumble and Badoo's developed technology in February 2025.
Impairment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Impairment loss
|
$
|
-
|
|
|
$
|
3,631
|
|
|
Percentage of revenue
|
0.0
|
%
|
|
1.5
|
%
|
During the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group. There were no impairment charges recorded for the three months ended March 31, 2026.
For additional information, see Note 4, Goodwill and Intangible Assets, Net, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Interest expense, net
|
$
|
(7,959)
|
|
|
$
|
(12,049)
|
|
|
Percentage of revenue
|
(3.7
|
%)
|
|
(4.9
|
%)
|
Interest expense, net for the three months ended March 31, 2026 decreased by $4.1 million, or 33.9%, compared to the same period in 2025, primarily driven by an increase in interest income on our interest rate swaps, a decrease in our interest expense due to lower outstanding debt under the 2020 Credit Agreement, and an increase in our interest income on from higher investments balances in money market funds.
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Other income (expense), net
|
$
|
6,741
|
|
|
$
|
(6,762)
|
|
|
Percentage of revenue
|
3.2
|
%
|
|
(2.7
|
%)
|
Other income (expense), net for the three months ended March 31, 2026 was $6.7 million, compared to $(6.8) million for the same period in 2025. The change in other income (expense), net was primarily driven by foreign currency exchange.
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Income tax provision
|
$
|
(11,414)
|
|
|
$
|
(6,008)
|
|
|
Effective tax rate
|
17.8
|
%
|
|
23.3
|
%
|
Income tax provision was $11.4 million for the three months ended March 31, 2026, compared to $6.0 million for the same period in 2025. The income tax provision increased year over year for three months ended March 31, 2026 primarily due to higher earnings and resulting increases in foreign taxes, including Pillar Two, and the recording of a valuation allowance against certain deferred tax assets.
Pillar Two Minimum Tax
On December 20, 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as "stateless" constituent entities under the Pillar Two model rules. Our income tax provision for both the three months ended March 31, 2026 and 2025, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement ("SbS System") as part of a broader package of Administrative Guidance on Pillar Two. The SbS System introduces two new Pillar Two safe harbors: (i) the Side-by-Side Safe Harbor ("SbS SH") for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems; and (ii) the Ultimate Parent Entity Safe Harbor ("UPE SH") for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for
the SbS SH. We expect the SbS SH to have a significant future impact to the Company and our Pillar Two computations, however, given the absence of implementing legislation as of March 31, 2026, no impact has been recorded for the three months ended March 31, 2026. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.
We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysts, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
•Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest and derivative (gains) losses, net or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;
•Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and
•Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, changes in fair value of investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).
The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Net earnings
|
$
|
52,622
|
|
|
$
|
19,831
|
|
|
Add back:
|
|
|
|
|
Income tax provision
|
11,414
|
|
|
6,008
|
|
|
Interest and derivative (gains) losses, net(1)
|
7,959
|
|
|
12,049
|
|
|
Depreciation and amortization expense
|
4,412
|
|
|
9,585
|
|
|
Stock-based compensation expense
|
10,818
|
|
|
4,138
|
|
|
Employer costs related to stock-based compensation(2)
|
313
|
|
|
705
|
|
|
Litigation costs, net of insurance reimbursements(3)
|
4
|
|
|
1,287
|
|
|
Foreign exchange (gain) loss(4)
|
(6,702)
|
|
|
6,017
|
|
|
Restructuring costs(5)
|
1,636
|
|
|
1,210
|
|
|
Transaction and other costs(6)
|
199
|
|
|
1,313
|
|
|
Changes in fair value of contingent earn-out liability
|
(36)
|
|
|
(2,282)
|
|
|
Changes in fair value of investments in equity securities
|
(39)
|
|
|
51
|
|
|
Tax receivable agreement liability remeasurement expense(7)
|
-
|
|
|
857
|
|
|
Impairment loss(8)
|
-
|
|
|
3,631
|
|
|
Adjusted EBITDA
|
$
|
82,600
|
|
|
$
|
64,400
|
|
|
Net earnings margin
|
24.8
|
%
|
|
8.0
|
%
|
|
Adjusted EBITDA margin
|
38.9
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
Net cash provided by operating activities
|
$
|
77,225
|
|
|
$
|
43,245
|
|
|
Less:
|
|
|
|
|
Capital expenditures
|
(3,398)
|
|
|
(2,411)
|
|
|
Free cash flow
|
$
|
73,827
|
|
|
$
|
40,834
|
|
|
Operating cash flow conversion
|
146.8
|
%
|
|
218.1
|
%
|
|
Free cash flow conversion
|
89.4
|
%
|
|
63.4
|
%
|
(1)Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
(2)Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.
(3)Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.
(4)Represents foreign exchange (gain) loss due to foreign currency transactions.
(5)Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2025 Restructuring Plan, such as severance, benefits and other related costs.
(6)Represents transaction and other costs primarily related to acquisitions and divestiture of business.
(7)Represents recognized adjustments to the tax receivable agreement liability prior to its amendment in November 2025.
(8)Represents impairment charges to the Official asset group in the first quarter of 2025.
Liquidity and Capital Resources
Overview
As of March 31, 2026, we had $245.6 million of cash and cash equivalents, an increase of $69.8 million from December 31, 2025. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations and any voluntary prepayments, partnership tax distributions, income tax payments and effectuating share repurchases as discussed below. Our obligations under the Tax Receivable Agreement were a primary use of liquidity in 2025, but such obligations were fully settled in November 2025. See Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, within the annual consolidated financial statements in the Company's 2025 Form 10-K for additional information regarding the Tax Receivable Agreement. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.
In April 2026, certain subsidiaries of the Company entered into a $475.0 million senior secured term loan credit agreement (the "2026 Credit Agreement") and a senior priority revolving credit agreement providing for a $50.0 million senior secured revolving credit facility (the "2026 Revolving Credit Facility"), which mature in April 2030. The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate the Company's existing indebtedness under the 2020 Credit Agreement (as defined below). The 2026 Revolving Credit Facility, which replaces the Company's 2020 Revolving Credit Facility (as defined below), provides additional liquidity for general corporate purposes and working capital. The 2026 Credit Agreement bears interest at Term SOFR plus 8.0% or a base rate plus 7.0%. For additional information, see Note 1, Organization and Basis of Presentation, Note 8, Debt, and Note 14, Subsequent Events, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
We have a share repurchase program authorizing the repurchase of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. There were no share repurchases during the three months ended March 31, 2026. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. As of March 31, 2026, all treasury shares were retired, and a total of $50.1 million remained available for repurchase under the repurchase program.
In June 2025, we announced our decision to reduce our global workforce by approximately 240 roles, representing approximately 30% of our employees, as we realign our operating structure to optimize execution on our strategic priorities. As a result, we expect to incur approximately $15.0 million of total non-recurring charges through the first half of 2026, consisting primarily of employee severance, benefits, and related charges for impacted employees. In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps. The Official app was discontinued during the second quarter of 2025 and Fruitz was sold to a third party in July 2025. We incurred $1.4 million of expenses through the third quarter of 2025, primarily related to employee severance, benefits and related charges for impacted employees. During the three months ended March 31, 2026 and 2025, we made cash payments of $0.8 million and $1.1 million, respectively, in connection with our restructuring activities.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Three Months Ended
March 31, 2026
|
|
Three Months Ended
March 31, 2025
|
|
Net cash provided by (used in):
|
|
|
|
|
Operating activities
|
$
|
77,225
|
|
|
$
|
43,245
|
|
|
Investing activities
|
(3,398)
|
|
|
(2,411)
|
|
|
Financing activities
|
(3,580)
|
|
|
(42,466)
|
|
Operating activities
Net cash provided by operating activities was $77.2 million and $43.2 million, respectively, in the three months ended March 31, 2026 and 2025, which was driven by net earnings of $52.6 million and $19.8 million, non-cash adjustments of $10.8 million and $32.6 million, and changes in assets and liabilities of $13.8 million and $(9.2) million in the three months ended March 31, 2026 and 2025, respectively. Changes in assets and liabilities during the three months ended March 31, 2026 consisted primarily of: changes in accounts receivable of $18.3 million driven by timing of cash receipts, changes in accounts payable of $(7.5) million driven by a decrease in operating costs and expenses, and changes in accrued expense and other current liabilities of $9.3 million primarily driven by an increase in income tax payable. Changes in assets and liabilities during the three months ended March 31, 2025 consisted primarily of: changes in accrued expenses and other current liabilities of $(5.5) million, driven by bonus payouts, other personnel-related expenses, and tax receivable liability payments.
Investing activities
Net cash used in investing activities related to capital expenditures of $3.4 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively.
Financing activities
Net cash used in financing activities was $3.6 million and $42.5 million in the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2025, we used $28.7 million for share repurchases of our Class A common stock and $8.9 million for tax receivable agreement payments. During the three months ended March 31, 2026 and 2025, we used $2.1 million and $3.4 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units. During each of the three months ended March 31, 2026 and 2025, we used $1.4 million to repay a portion of the outstanding indebtedness under our Original Term Loan.
Indebtedness
Credit Agreement
As of March 31, 2026, we and certain of our wholly owned subsidiaries, including Buzz Finco L.L.C. (the "Borrower") were party to a credit agreement (as amended, the "2020 Credit Agreement"), pursuant to which we borrowed $575.0 million through a seven-year term loan ("Original Term Loan") and $275.0 million through a seven-year incremental term loan (the "Incremental Term Loan," and collectively with the Original Term Loan, the "Term Loans"). In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility maturing on June 17, 2026 (the "2020 Revolving Credit Facility") and up to $25.0 million through letters of credit. The forward-looking term rate was based on the Term Secured Overnight Financing Rate ("Term SOFR"), plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the 2020 Revolving Credit Facility (Term SOFR plus such credit spread adjustment, "Adjusted Term SOFR").
Borrowings under the 2020 Credit Agreement bore interest at a rate equal to, at the Borrower's option, either (i) Adjusted Term SOFR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the "Prime Rate" in the United States, (b) the federal funds effective rate plus 0.50% and (c) Adjusted Term SOFR, for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the 2020 Revolving Credit Facility was subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and was subject to reduction after the consummation of our IPO.
In addition to paying interest on the outstanding principal under the 2020 Credit Agreement, the Borrower was required to pay a commitment fee of 0.50% per annum (which is subject to a decrease to 0.375% per annum based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries) to the lenders under the 2020 Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower was also obligated to pay customary letter of credit fees and an annual administrative agency fee.
As of March 31, 2026, the outstanding balance under the Term Loans was $589.1 million. As of March 31, 2026, amounts available under the 2020 Revolving Credit Facility were $50.0 million. The Original Term Loan amortized in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan outstanding as of the date of the closing of the Original Term Loan, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan amortized in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan outstanding as of the date of the closing of the Incremental Term Loan, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan were no longer required for the remaining term of the facility. In August 2025, we made a $25.0 million voluntary principal payment on the Incremental Term Loan. Principal amounts outstanding under the 2020 Revolving Credit Facility, as amended, were due and payable in full at maturity on June 17, 2026.
The Term Loans and the 2020 Revolving Credit Facility under the 2020 Credit Agreement were terminated and replaced by the 2026 Credit Agreement and the 2026 Revolving Credit Facility in April 2026. For additional information, see Note 1, Organization and Basis of Presentation, Note 8, Debt, and Note 14, Subsequent Events, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due
|
|
|
(In thousands)
|
Total
|
|
Less than 1 year
|
|
More than 1 year
|
|
|
Long-term debt, including interest (1)
|
$
|
589,125
|
|
|
$
|
158,656
|
|
|
$
|
430,469
|
|
|
|
Operating lease liabilities, including imputed interest
|
10,388
|
|
|
4,242
|
|
|
6,146
|
|
|
|
Other (2)
|
64,484
|
|
|
13,834
|
|
|
50,650
|
|
|
|
Total
|
$
|
663,997
|
|
|
$
|
176,732
|
|
|
$
|
487,265
|
|
|
(1) The Term Loans under the 2020 Credit Agreement were terminated and replaced by the 2026 Credit Agreement in April 2026. For additional information, see Note 1, Organization and Basis of Presentation, Note 8, Debt, and Note 14, Subsequent Events, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
(2) We have contractual obligations with various third parties. On December 12, 2025, we amended an agreement with one of our third party service providers related to cloud services. Under the amended terms, we are committed to pay minimum amounts to the third-party over five consecutive years beginning in December 2025 for a total amount of $56.0 million. If we fail to meet a minimum annual commitment in any period or upon early termination as defined in the agreement, we will be required to pay any unsatisfied minimum commitment amounts, subject to certain rollover provisions. As of March 31, 2026, our minimum commitment remaining with this third-party is $52.8 million. In addition, we have an agreement with another third party related to cloud services, under which we are committed to pay a total of $12.4 million over a period of 36 months beginning October 2024. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless a renewal agreement is executed. As of March 31, 2026, our total commitment fee remaining with this third-party was $3.8 million. The remaining contractual obligation of $7.9 million as of March 31, 2026 relates to individually immaterial contractual obligations with various other third-party service providers.
Additionally, we have the following contractual obligations not reflected in the table set forth above:
In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments that we may be required to make is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. For additional information, see Note 7, Fair Value Measurements, to the unaudited condensed consolidated financial statements included in "Item 1 - Financial Statements (Unaudited)."
Critical Accounting Policies and Estimates
We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2025 Form 10-K for the year ended December 31, 2025. There have been no significant changes to these accounting policies and estimates for the three months ended March 31, 2026.
Related Party Transactions
For discussions of related party transactions, see Note 11, Related Party Transactions, to the condensed consolidated financial statements included in "Item 1 - Financial Statements (Unaudited)."