Bumble Inc.

Previous wording

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. As of September 30, 2024, Bumble operates five apps, Bumble, Bumble For Friends, Badoo, Fruitz, and Official. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. 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 Europe and Latin America. In January 2022, we acquired Fruitz, an intentions-driven dating app focused on Gen Z, operating in EMEA and Canada. In April 2023, we acquired Official, an app that is intended to help couples build healthy and lasting habits in their romantic relationships. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. Through the acquisition of Geneva in July 2024, we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships.

Current wording

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, Bumble For Friends, Badoo, and Geneva. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. 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. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025.

Previous wording

Adjusted EBITDA of $82.6 million and $75.3 million, respectively, representing Adjusted EBITDA margins of 30.2%, and 27.3%, respectively.

Current wording

Adjusted EBITDA of $64.4 million and $74.0 million, respectively, representing Adjusted EBITDA margins of 26.1% and 27.6%, respectively.

Previous wording

Net cash provided by operating activities of $128.8 million and $118.7 million, respectively, and operating cash flow conversion of * and 393.7%, respectively; and

Current wording

Net cash provided by operating activities of $43.2 million and $2.4 million, respectively, and operating cash flow conversion of 218.1% and 7.1%, respectively; and

Previous wording

Free cash flow of $122.7 million and $105.9 million, respectively, representing free cash flow conversion of 53.0% and 52.5%, respectively.

Current wording

Free cash flow of $40.8 million and $(0.4) million, respectively, representing free cash flow conversion of 63.4% and (0.5)%, respectively.

Previous wording

The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates and, for periods prior to the fourth quarter of 2023, excluding paying users and revenue generated from Fruitz. Beginning in the fourth quarter of 2023, paying users and revenue generated from Fruitz are included in our key operating metrics. Prior period information and key operating metrics have not been recast to include paying users and revenue generated from Fruitz. Geneva is a non-revenue generating app as of September 30, 2024 and excluded from our key operating metrics.

Current wording

The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates. As of March 31, 2025, Geneva had not generated any revenue, and therefore, is excluded from our key operating metrics.

Previous wording

Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, 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, interest rate swaps and 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

Current wording

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, 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.

Previous wording

As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable customer value and drive long-term sustainable revenue. As part of this new strategy, we are focusing on fostering a vibrant and healthy customer ecosystem, improving the customer experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our customers’ journey through a rebalancing of Bumble app subscription tiers, among other things. As we address these areas of focus, our user growth and success in attracting new users, user engagement and monetization may be negatively impacted. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

Current wording

As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this new strategy, we are focusing on fostering a vibrant and healthy membership base, improving the member experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our members’ journey. As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our membership base, including the removal of bad actors from our apps and changes to our member acquisition strategy, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.

Previous wording

Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal and monetary policy and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our consumers who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

Current wording

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 recent introduction of higher tariffs by the U.S. government, 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.

Previous wording

In May 2024, our Board of Directors approved amendments to the share repurchase program to increase the authorized Class A common stock repurchase amount from $300.0 million to $450.0 million. During the three months ended September 30, 2024, we repurchased 14.2 million shares of Class A common stock for $89.7 million, excluding excise tax obligations. During the nine months ended September 30, 2024, we repurchased 19.5 million shares of Class A common stock and 2.0 million Common Units for $174.1 million, excluding excise tax obligations. There were no share repurchases during the three months ended September 30, 2023. During the nine months ended September 30, 2023, we repurchased 1.3 million shares of Class A common stock for $20.9 million. As of September 30, 2024, a total of $119.0 million remained available for repurchase under the repurchase program.

Current wording

In May 2024, our Board of Directors approved amendments to the share repurchase program to increase the authorized Class A common stock repurchase amount from $300.0 million to $450.0 million. 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. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Previous wording

In connection with certain reorganization transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the nine months ended September 30, 2024, our tax receivable agreement liability decreased by a net $17.2 million due to the following: (1) a $23.1 million decrease from tax receivable agreement payments made during the first quarter of 2024, and (2) a partially offsetting net increase of $5.9 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities completed in the first quarter of 2024 and the effects of the repurchase of Common Units in Bumble Holdings from Bumble during 2024, the proceeds from which were used to fund Class A common stock repurchases during 2024.

Current wording

In connection with certain reorganization transactions and our initial public offering (“IPO”), we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the three months ended March 31, 2025, our tax receivable agreement liability decreased by a net $17.0 million due to the tax receivable agreement payment made in the first quarter of 2025 and the impact of share repurchases.

Previous wording

Given the aforementioned impairment recorded in 2024, 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 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.

Current wording

We have historically recorded impairment charges related toour indefinite-lived assets, long-lived assets and 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 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.

Previous wording

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Goodwill,—Impairment of Indefinite-lived Intangible Assets and —Impairment of Long-lived Assets and Definite-lived Intangible Assets and Note 5, 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.

Current wording

For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Long-lived Assets and Definite-lived Intangible Assets and Note 5, 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.

Previous wording

For additional information, see Note 5, 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.

Current wording

For additional information, see Note 8, Goodwill and Intangible Assets, Net to our consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” of our 2024 Form 10-K.

Previous wording

On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage. The Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees. For the three and nine months ended September 30, 2024, we incurred non-recurring charges of $0.6 million and $20.4 million, respectively.

Current wording

On February 27, 2024, we announced our restructuring plan (the “2024 Restructuring Plan”) to reduce our global workforce by approximately 350 roles to better align our operating model with future strategic priorities and to drive stronger operating leverage. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges, consisting primarily of employee severance, benefits, and related charges for impacted employees.

Previous wording

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 users 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.

Current wording

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.

Previous wording

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 customer care functions such as customer service, moderators and other auxiliary costs associated with providing services to customers such as fraud prevention are also included within cost of revenue.

Current wording

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.

Previous wording

Interest income (expense), net consists of interest income received on money market funds and related party loans receivables and interest expense incurred in connection with our long-term debt.

Current wording

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.

Previous wording

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement expense, loss on debt extinguishment, fair value changes in derivatives, sub-lease income and investments in equity securities.

Current wording

Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income and investments in equity securities.

Previous wording

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

Current wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Previous wording

Total Revenue was $273.6 million for the three months ended September 30, 2024, compared to $275.5 million for the same period in 2023. The decrease was primarily driven by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates, partially offset by growth in Total Paying Users.

Current wording

Total Revenue was $247.1 million for the three months ended March 31, 2025, compared to $267.8 million for the same period in 2024. The decrease was primarily driven by declines in Total Average Revenue per Paying User and Total Paying Users, as well as unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Bumble App Revenue was $220.2 million for the three months ended September 30, 2024, compared to $221.8 million for the same period in 2023. This decrease was primarily driven by a 9.9% decline in Bumble App ARPPU to $25.58 and unfavorable fluctuations in foreign currency exchange rates, partially offset by a 10.2% increase in Bumble App Paying Users to 2.9 million.

Current wording

Bumble App Revenue was $201.8 million for the three months ended March 31, 2025, compared to $215.8 million for the same period in 2024. This decrease was primarily driven by a 5.7% decline in Bumble App ARPPU to $24.84, an 0.8% decrease in Bumble App Paying Users to 2.7 million, and unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Badoo App and Other Revenue was $53.4 million for the three months ended September 30, 2024, compared to $53.7 million for the same period in 2023. This decrease was primarily driven by a 5.9% decline in Badoo App and Other ARPPU to $12.03, partially offset by a 14.0% increase in Badoo App and Other Paying Users to 1.4 million. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.

Current wording

Badoo App and Other Revenue was $45.3 million for the three months ended March 31, 2025, compared to $52.0 million for the same period in 2024. This decrease was primarily driven by a 13.2% decline in Badoo App and Other ARPPU to $10.72 and unfavorable fluctuations in foreign currency exchange rates, partially offset by a 0.9% increase in Badoo App and Other Paying Users to 1.3 million.

Previous wording

Selling and marketing expense for the three months ended September 30, 2024 decreased by $5.3 million, or 7.7%, as compared to the same period in 2023. The change was primarily due to a $3.2 million decrease in personnel-related costs and a $2.0 million decrease in stock-based compensation, both of which were due to headcount reduction associated with our Restructuring Plan, and a $0.5 million decrease in marketing costs.

Current wording

Selling and marketing expense for the three months ended March 31, 2025 decreased by $3.9 million, or 6.1%, as compared to the same period in 2024. The change was primarily driven by a $4.3 million decrease in personnel-related costs due to the headcount reductions associated with the 2024 Restructuring Plan, and a $1.8 million decrease in marketing costs, partially offset by a $2.0 million increase in stock-based compensation due to lower forfeitures.

Previous wording

General and administrative expense for the three months ended September 30, 2024 decreased by $15.3 million, or 31.5%, as compared to the same period in 2023. The change was primarily driven by an $18.0 million decrease in legal and professional fees, a $2.6 million decrease in stock-based compensation and a $2.6 million decrease in personnel-related costs, the latter two of which were due to headcount reduction associated with our Restructuring Plan, and a $1.1 million decrease in insurance expenses, partially offset by an $8.6 million increase associated with the change in fair value of the contingent earn-out liabilities.

Current wording

General and administrative expense for the three months ended March 31, 2025 increased by $0.8 million, or 3.8%, as compared to the same period in 2024. The change was primarily driven by a $13.4 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $5.2 million decrease in legal and professional fees, a $5.0 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, and a $2.4 million decrease in stock-based compensation due to higher forfeitures associated with the departure of officers in the first quarter of 2025.

Previous wording

Product development expense in the three months ended September 30, 2024 decreased by $6.0 million, or 19.5%, as compared to the same period in 2023. The change was primarily driven by an $6.2 million decrease in stock-based compensation due to headcount reduction associated with our Restructuring Plan.

Current wording

Product development expense in the three months ended March 31, 2025 decreased by $1.5 million, or 4.2%, as compared to the same period in 2024. The change was primarily driven by an $7.8 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, partially offset by a $4.5 million increase in stock-based compensation due to equity awards granted in the first quarter of 2025.

Previous wording

During the three and nine months ended September 30, 2024, we recognized an impairment charge of $670.3 million for our indefinite-lived intangible assets, $24.7 million for the Fruitz asset group, and $197.2 million for goodwill. There were no impairment charges recorded for the three and nine months ended September 30, 2023. For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Goodwill,—Impairment of Indefinite-lived Intangible Assets and —Impairment of Long-lived Assets and Definite-lived Intangible Assetsand Note 5, 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.

Current wording

During the three months ended March 31, 2025, we recognized an impairment charge of $3.6 million for the Official asset group. There were no impairment charges recorded for the three months ended March 31, 2024. For additional information, see Note 2,

Previous wording

Other income, net for the three months ended September 30, 2024 increased by $2.6 million, compared to the same period in 2023. The change was primarily due to a $8.2 million increase in net foreign currency exchange gains, partially offset by a $4.9 million increase in net losses on interest rate swaps.

Current wording

Other income (expense), net for the three months ended March 31, 2025 increased by $8.2 million, compared to the same period in 2024. The change was primarily due to $6.0 million net foreign currency exchange losses in three months ended March 31, 2025.

Previous wording

Income tax provision was $4.2 million for the three months ended September 30, 2024, as compared to $1.9 million for the same period in 2023. Income tax provision was $16.3 million for the nine months ended September 30, 2024, as compared to $7.2 million for the same period in 2023. The income tax provision is higher year over year for the three and nine months ended September 30, 2024 primarily due to the impact of Pillar Two minimum taxes applicable in 2024 and due to an increase in the unfavorable tax effects associated with the vesting and cancellation of certain stock-based awards in 2024.

Current wording

Income tax provision was $6.0 million for the three months ended March 31, 2025 as compared to $7.5 million for the same period in 2024. The income tax provision is lower year over year for the three months ended March 31, 2025, primarily due to a decrease in Income before income taxes for 2025 as compared to the same period in 2024.

Previous wording

On December 20, 2021, the Organization for Economic Cooperation and Development 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 the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. The Company has performed an assessment of its exposure to Pillar Two income taxes, including its ability to qualify for transitional safe harbor relief under the GloBE rules. While the Company expects to qualify for transitional safe harbor relief in most jurisdictions in which it operates, 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. The Company’s income tax provision for each of the three and nine months ended September 30, 2024 includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. The Company will continue to closely monitor Pillar Two developments, including the release of additional administrative guidance on the application of the GloBE rules, and evaluate the potential impact to the Company’s financial position.

Current wording

On December 20, 2021, the Organization for Economic Cooperation and Development 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 the three months ended March 31, 2025 and March 31, 2024, 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 the release of administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. In addition, in January 2025, the United States issued an executive order announcing opposition to aspects of these rules. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.

Previous wording

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 (income) expense, 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, interest rate swaps and 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 our Restructuring Plan, 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 analysis, 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.

Current wording

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.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest (income) expense, 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;

Current wording

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;

Previous wording

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, 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, interest rate swaps and 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.

Current wording

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, 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.

Previous wording

Represents foreign exchange gain due to foreign currency transactions.

Current wording

Represents foreign exchange loss due to foreign currency transactions.

Previous wording

Represents costs associated with the Restructuring Plan, such as severance, benefits and other related costs.

Current wording

Represents costs associated with discontinuing the operations of the Fruitz and Official apps and the 2024. Restructuring Plan, such as severance, benefits and other related costs.

Previous wording

Represents transaction costs related to acquisitions and secondary offerings such as legal, accounting, advisory fees and other related costs.

Current wording

Represents transaction costs primarily related to acquisitions.

Previous wording

Represents impairment charges to indefinite-lived intangible assets, the Fruitz asset group and goodwill in 2024.

Current wording

Represents impairment charges to the Official asset group in the first quarter of 2025.

Previous wording

As of September 30, 2024, we had $252.1 million of cash and cash equivalents, a decrease of $103.6 million from December 31, 2023 primarily due to share repurchases and the acquisition of Geneva, partially offset by cash generated from operations. 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, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. 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.

Current wording

As of March 31, 2025, we had $202.2 million of cash and cash equivalents, a decrease of $2.1 million from December 31, 2024. 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, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. 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.

Previous wording

In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 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. We announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. This repurchase program may be commenced, suspended or discontinued at any time. During the three months ended September 30, 2024, we repurchased 14.2 million shares of Class A common stock for $89.7 million, excluding excise tax obligations. During the nine months ended September 30, 2024, we repurchased 19.5 million shares of Class A common stock and 2.0 million Common Units for $174.1 million, excluding excise tax obligations. In addition, in October 2024, we repurchased an additional 4.4 million shares of Class A common stock pursuant to a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in the amount of $30.0 million, excluding excise tax obligations. There were no share repurchases during the three months ended September 30, 2023. During the nine months ended September 30, 2023, we repurchased 1.3 million shares of Class A common stock for $20.9 million. As of October 31, 2024, a total of $89.0 million remained available for repurchase under the repurchase program, subject to an approximately 3.1 million share repurchase limit which may be increased pursuant to authorization from the Company’s Board of Directors.

Current wording

We have a share repurchase program 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, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.

Previous wording

On February 27, 2024, we announced that the Company adopted the Restructuring Plan to reduce its global workforce. The Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024. During the nine months ended September 30, 2024, we made $19.1 million of cash payments in connection with the Restructuring Plan.

Current wording

In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025. We expect to incur approximately $1.4 million of total non-recurring charges during the first half of 2025. On February 27, 2024, we announced that the Company adopted the 2024 Restructuring Plan to reduce its global workforce. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024. During the three months ended March 31, 2025 and 2024, we made $1.1 million and $2.7 million, respectively, of cash payments in connection with discontinuing the Fruitz and Official apps and the 2024 Restructuring Plan.

Previous wording

Net cash provided by operating activities was $128.8 million and $118.7 million, respectively, in the nine months ended September 30, 2024 and 2023. This includes adjustments to net earnings (loss) for the nine months ended September 30, 2024 and 2023 related to: impairment loss of $892.2 million and nil, respectively; depreciation and amortization of $52.5 million and $50.8 million, respectively; stock-based compensation of $12.3 million and $83.7 million, respectively; change in fair value of interest rate swaps of $7.0 million and $9.0 million, respectively; and change in fair value of deferred contingent consideration of $(22.0) million and $(24.2) million, respectively. The changes in assets and liabilities for the nine months ended September 30, 2024 and 2023 consist primarily of: changes in accrued expenses and other current liabilities of $(3.7) million and $7.7 million, respectively, driven by bonus payouts; changes in legal liabilities of $(26.0) million and $1.5 million, respectively, driven by litigation settlement payments; changes in accounts receivables of $1.3 million and $(32.8) million, respectively, driven by timing of cash receipts.

Current wording

Net cash provided by operating activities was $43.2 million and $2.4 million, respectively, in the three months ended March 31, 2025 and 2024, which was driven by net earnings of $19.8 million and $33.9 million, non-cash adjustments of $32.6 million and $(1.8) million, and changes of assets and liabilities of $(9.2) million and $(29.6) million in the three months ended March 31, 2025 and 2024, respectively. Changes of assets and liabilities in the three months ended March 31, 2025 and 2024 consist primarily of: changes in accounts receivable of $(0.7) million and $3.6 million, respectively, driven by foreign exchange differences and timing of cash receipts; changes in accounts payable of $(2.0) million and $3.4 million, respectively, driven by timing of cash payment; changes in accrued expenses and other current liabilities of $(5.5) million and $(12.9) million, respectively, driven by bonus payouts, other personnel-related expenses, and tax receivable liability payments; changes in other current assets of $1.6 million and $(4.3) million, respectively, driven by income tax receivable and prepaid expenses; and changes in legal liabilities of nil and $(17.3) million, respectively, driven by litigation settlement payments.