UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 31, 2024, Bumble Inc. had
SPECIAL NOTE REGARDING Forward-Looking Statements
This Quarterly Report on Form 10-Q, or this Quarterly Report, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of Bumble Inc. with respect to, among other things, its operations, its financial performance, its industry, and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:
For more information regarding these and other risks and uncertainties that we face, see Part I, “Item 1A—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). These factors should not be construed as exhaustive and we caution you that the important factors referenced above may not contain all of the factors that are important to you. Bumble Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
1
Website and Social Media Disclosure
We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate X account (formerly known as Twitter) (@bumble) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, Securities and Exchange Commission (the "SEC") filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Bumble when you enroll your e-mail address by visiting the “E-mail Alerts” section of our website at ir.bumble.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.
Certain Definitions
As used in this Quarterly Report, unless otherwise noted or the context requires otherwise, the following terms have the following meanings. Our key metrics (Bumble App Paying Users, Badoo App and Other Paying Users, Total Paying Users, Bumble App Average Revenue per Paying User, Badoo App and Other Average Revenue per Paying User, and Total Average Revenue per Paying User) 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.
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3
Table of Contents
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PART I. |
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Item 1. |
5 |
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5 |
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6 |
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Condensed Consolidated Statements of Comprehensive Operations |
7 |
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8 |
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12 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
13 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
Item 3. |
42 |
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Item 4. |
43 |
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PART II. |
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Item 1. |
44 |
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Item 1A. |
44 |
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Item 2. |
44 |
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Item 5. |
45 |
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Item 6. |
46 |
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47 |
4
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Bumble Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share information)
(Unaudited)
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable (net of allowance of $ |
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Other current assets |
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Total current assets |
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Right-of-use assets |
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Property and equipment (net of accumulated depreciation of $ |
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Goodwill |
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Intangible assets, net |
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Deferred tax assets, net |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Accounts payable |
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$ |
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$ |
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Deferred revenue |
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Accrued expenses and other current liabilities |
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Current portion of long-term debt, net |
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Total current liabilities |
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Long-term debt, net |
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Deferred tax liabilities, net |
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Payable to related parties pursuant to a tax receivable agreement |
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Other long-term liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Class A common stock (par value $ |
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Class B common stock (par value $ |
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Preferred stock (par value $ |
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Additional paid-in capital |
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Treasury stock ( |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income |
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Total Bumble Inc. shareholders’ equity |
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Noncontrolling interests |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Bumble Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)
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Three Months Ended June 30, 2024 |
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Three Months Ended June 30, 2023 |
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Six Months Ended June 30, 2024 |
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Six Months Ended June 30, 2023 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating costs and expenses: |
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Cost of revenue |
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Selling and marketing expense |
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General and administrative expense |
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Product development expense |
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Depreciation and amortization expense |
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Total operating costs and expenses |
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Operating earnings (loss) |
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Interest income (expense), net |
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( |
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( |
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( |
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( |
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Other income (expense), net |
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( |
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( |
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( |
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Income (loss) before income taxes |
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Income tax benefit (provision) |
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( |
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( |
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( |
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( |
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Net earnings (loss) |
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Net earnings (loss) attributable to noncontrolling interests |
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Net earnings (loss) attributable to Bumble Inc. shareholders |
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$ |
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$ |
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$ |
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$ |
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Net earnings (loss) per share attributable to Bumble Inc. shareholders |
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Basic earnings (loss) per share |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings (loss) per share |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Bumble Inc.
Condensed Consolidated Statements of Comprehensive Operations
(In thousands)
(Unaudited)
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Three Months Ended June 30, 2024 |
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Three Months Ended June 30, 2023 |
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Six Months Ended June 30, 2024 |
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Six Months Ended June 30, 2023 |
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Net earnings (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Change in foreign currency translation adjustment |
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( |
) |
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( |
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Total other comprehensive income (loss), net of tax |
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( |
) |
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( |
) |
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Comprehensive income (loss) |
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Comprehensive income (loss) attributable to noncontrolling interests |
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Comprehensive income (loss) attributable to Bumble Inc. shareholders |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Three months ended June 30, 2024
(In thousands, except per share amounts)
(Unaudited)
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Class A |
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Class B |
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Additional |
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Treasury |
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Accumulated |
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Accumulated |
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Total Bumble Inc. Shareholders' |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Deficit |
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Income |
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Equity |
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Interests |
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Equity |
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Balance as of March 31, 2024 |
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$ |
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$ |
— |
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$ |
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$ |
( |
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$ |
( |
) |
$ |
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$ |
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$ |
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Net earnings (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Cancellation of restricted shares |
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( |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Restricted stock units issued, net of shares withheld for taxes |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Partnership tax distributions |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Other comprehensive income (loss), net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Balance as of June 30, 2024 |
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$ |
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$ |
— |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Three months ended June 30, 2023
(In thousands, except per share amounts)
(Unaudited)
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Class A |
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Class B |
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Additional |
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Treasury |
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Accumulated |
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Accumulated |
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Total Bumble Inc. Shareholders' |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Deficit |
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Income |
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Equity |
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Interests |
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Equity |
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Balance as of March 31, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
$ |
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$ |
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$ |
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$ |
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Net earnings (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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Restricted stock units issued, net of shares withheld for taxes |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
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Exchange of Common Units for Class A common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Distribution to noncontrolling interest holders |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Share repurchases |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive income (loss), net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance as of June 30, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
( |
) |
$ |
( |
) |
$ |
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$ |
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$ |
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$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Six months ended June 30, 2024
(In thousands, except per share amounts)
(Unaudited)
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Class A |
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Class B |
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Additional |
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Treasury |
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Accumulated |
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Accumulated |
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Total Bumble Inc. |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Deficit |
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Income |
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Equity |
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Interests |
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Equity |
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||||||||||||
Balance as of December 31, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
( |
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$ |
( |
) |
$ |
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$ |
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$ |
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$ |
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|||||||||
Net earnings (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Impact of Tax Receivable Agreement due to exchanges of Common Units |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Cancellation of restricted shares |
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( |
) |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Restricted stock units issued, net of shares withheld for taxes |
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— |
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— |
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— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
( |
) |
||||
Exchange of Common Units for Class A common stock |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|||
Purchase of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
||
Purchase of Common Units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Partnership tax distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
( |
) |
||
Other comprehensive income (loss), net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Balance as of June 30, 2024 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Six months ended June 30, 2023
(In thousands, except per share amounts)
(Unaudited)
|
Class A |
|
Class B |
|
Additional |
|
Treasury |
|
Accumulated |
|
Accumulated |
|
Total Bumble Inc. |
|
Noncontrolling |
|
Total |
|
||||||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Deficit |
|
Income |
|
Equity |
|
Interests |
|
Equity |
|
||||||||||||
Balance as of December 31, 2022 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
— |
|
$ |
— |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Net earnings (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
||
Impact of Tax Receivable Agreement due to exchanges of Common Units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Cancellation of restricted shares |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
|
Restricted stock units issued, net of shares withheld for taxes |
|
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Exchange of Common Units for Class A common stock |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
||||
Distribution to noncontrolling interest holders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Share repurchases |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
Other comprehensive income (loss), net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
||||
Balance as of June 30, 2023 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
11
Bumble Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|||||
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net earnings (loss) |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization expense |
|
|
|
|
|
|
||
Changes in fair value of interest rate swaps |
|
|
( |
) |
|
|
|
|
Changes in fair value of contingent earn-out liability |
|
|
( |
) |
|
|
( |
) |
Non-cash lease expense |
|
|
|
|
|
|
||
Tax receivable agreement liability remeasurement expense |
|
|
|
|
|
|
||
Deferred income tax |
|
|
|
|
|
( |
) |
|
Stock-based compensation expense |
|
|
|
|
|
|
||
Net foreign exchange difference |
|
|
|
|
|
( |
) |
|
Other, net |
|
|
( |
) |
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Deferred revenue |
|
|
( |
) |
|
|
|
|
Legal liabilities |
|
|
( |
) |
|
|
( |
) |
Lease liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Acquisition of business, net of cash acquired |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of term loan |
|
|
( |
) |
|
|
( |
) |
Distributions paid to noncontrolling interest holders |
|
|
( |
) |
|
|
( |
) |
Share repurchases |
|
|
( |
) |
|
|
( |
) |
Purchase of Common Units |
|
|
( |
) |
|
|
|
|
Withholding tax paid on behalf of employees on stock-based awards |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
Effects of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents and restricted cash, beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, end of the period |
|
|
|
|
|
|
||
Less restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents, end of the period |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
12
Bumble Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Organization and Basis of Presentation
Company Overview
Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.
Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P. (“Bumble Holdings”), a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.
On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.
Assuming the exchange of all outstanding Common Units for shares of Class A common stock on a one-for-one basis under the exchange agreement entered into by holders of Common Units, there would be
All references to the “Company,” “we,” “our” or “us” in this report are to Bumble Inc.
Secondary Offering
On March 8, 2023, the Company completed a secondary offering of
Bumble did not sell any shares of Class A common stock in the secondary offering and did not receive any of the proceeds from the sales. Bumble paid the costs associated with the sale of shares by the Blackstone Selling Stockholders and the Founder, net of the underwriting discounts.
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistent in all material respects with those applied in the Company's 2023 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2023 Form 10-K.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated
13
balance sheets and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Note 2 - Summary of Selected Significant Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the six months ended June 30, 2024 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2023 Form 10-K for the full list of our significant accounting policies.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, the fair value of derivatives, stock-based compensation, tax receivable agreements, and income taxes.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Share Repurchase Program
Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock and reflected as a reduction of stockholders' equity within the accompanying condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.
Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.
In May 2023, the Company announced that the Board of Directors approved a share repurchase program of up to $
See Note 12, Related Party Transactions, for additional information on share repurchases from Blackstone.
Revenue Recognition
Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. 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. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is
14
recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
During the three and six months ended June 30, 2024 and 2023, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Bumble App |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Badoo App and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $
Restructuring Charges
Restructuring charges consist primarily of severance, relocation, asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function.
See Note 6, Restructuring Charges, for additional information on restructuring charges.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. The ASU requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid on an annual basis. ASU 2023-09 is effective for the Company beginning in fiscal year 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the
15
nature of and reason for the change in accounting principle. ASU 2024-01 is effective for the Company beginning in the first quarter of 2025. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are not applicable to the Company.
Note 3 - Income Taxes
The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Bumble Holdings. The subsidiaries of Bumble Holdings are also subject to income taxes in the foreign jurisdictions in which they operate. For the three and six months ended June 30, 2024, the Company's effective tax rate was
For the three and six months ended June 30, 2023, our effective tax rate was
Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement
In connection with the 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
We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have
Note 5 - Goodwill and Intangible Assets, net
Goodwill
The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):
Balance as of December 31, 2023 |
|
$ |
|
|
Foreign currency translation adjustment |
|
|
( |
) |
Balance as of June 30, 2024 |
|
$ |
|
There were
16
Intangible Assets, net
A summary of the Company’s intangible assets, net is as follows (in thousands):
|
|
June 30, 2024 |
|
|
|
|
||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net |
|
|
Weighted- |
|
|||||
Brands - indefinite-lived |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
Indefinite |
|
||||
Brands - definite-lived |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
User base |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
December 31, 2023 |
|
|||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Accumulated Impairment Losses |
|
|
Net |
|
|
Weighted- |
|
|||||
Brands - indefinite-lived |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
Indefinite |
|
||||
Brands - definite-lived |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
Developed technology |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
User base |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
Amortization expense related to intangible assets, net for the three months ended June 30, 2024 and 2023 was $
Note 6 - Restructuring Charges
On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately
|
|
|
|
Three Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2024 |
|
||
Cost of revenue |
|
|
|
$ |
|
|
$ |
|
||
Selling and marketing |
|
|
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
|
|
||
Product development |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
$ |
|
|
$ |
|
As of June 30, 2024, the $
17
The following table summarizes the restructuring-related liabilities (in thousands):
|
|
Employee Related Benefits |
|
|
Other |
|
|
Total |
|
|||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
Note 7 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Capitalized aggregator fees |
|
$ |
|
|
$ |
|
||
Prepayments |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Legal liabilities |
|
$ |
|
|
$ |
|
||
Payroll and related expenses |
|
|
|
|
|
|
||
Marketing expenses |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Income tax payable |
|
|
|
|
|
|
||
Contingent earn-out liability |
|
|
|
|
|
|
||
Payable to related parties pursuant to a tax receivable agreement |
|
|
|
|
|
|
||
Other accrued expenses and other payables |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
Other long-term liabilities are comprised of the following balances (in thousands):
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Lease liabilities |
|
$ |
|
|
$ |
|
||
Other liabilities |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
Note 8 - Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
|
|
June 30, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalent - money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
18
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalent - money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
There were no transfers between levels between June 30, 2024 and December 31, 2023.
The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.
The Company uses interest rate derivative instruments to manage the risk related to fluctuating cash flows from interest rate changes on the debt. These instruments are not designated as hedges for accounting purposes and are recorded in “Other current assets,” “Other noncurrent assets,” “Accrued expense and other current liabilities” or “Other long-term liabilities,” with changes in fair value recognized in “Other income (expense), net.” The Company's derivative asset, which consists of interest rate swaps, is measured at fair value on a recurring basis using observable market data (Level 2) and totaled $
The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) and totaled $
As of June 30, 2024, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $
The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities are sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was $(
Note 9 - Debt
Total debt is comprised of the following (in thousands):
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Term Loan due January 29, 2027 |
|
$ |
|
|
$ |
|
||
Less: unamortized debt issuance costs |
|
|
|
|
|
|
||
Less: current portion of debt, net |
|
|
|
|
|
|
||
Total long-term debt, net |
|
$ |
|
|
$ |
|
19
Credit Agreements
On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (the “Borrower”) entered into a credit agreement (the “Credit Agreement”), which permitted the Company to borrow up to $
On October 19, 2020, the Company entered into the Amendment No. 1 to the Credit Agreement, which provides for incremental borrowing of an aggregate principal amount of $
On March 20, 2023, in connection with a Benchmark Discontinuation Event, the Company entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which provided for the transition of the benchmark interest rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”) pursuant to benchmark replacement provisions set forth in the Credit Agreement. Pursuant to the terms of Amendment No. 2, effective with the interest period beginning March 31, 2023, LIBOR was replaced with Term SOFR, a forward-looking term rate based on SOFR, plus a credit spread adjustment of
Based on the calculation of the applicable consolidated first lien net leverage ratio, the applicable margin for borrowings under the Revolving Credit Facility is between
The interest rates in effect for the Original Term Loan and the Incremental Term Loan as of June 30, 2024 were
Note 10 - Earnings (Loss) per Share
The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share (in thousands):
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings (loss) attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
20
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share (in thousands, except share amounts, and per share amounts):
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Basic earnings (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Increase in net earnings (loss) attributable to common shareholders upon conversion of potentially dilutive Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of shares used in basic computation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: weighted-average effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Units to convert to Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of Class A common stock outstanding used to calculate diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
21
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Time-vesting awards: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incentive units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total time-vesting awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exit-vesting awards: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incentive units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total exit-vesting awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Note 11 - Stock-based Compensation
Total stock-based compensation expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Cost of revenue |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Selling and marketing expense |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
During the three and six months ended June 30, 2024, stock-based compensation expense decreased due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.
Incentive Units in Bumble Holdings
The following table summarizes information around Incentive Units in Bumble Holdings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Time-Vesting Incentive Units |
|
|
Exit-Vesting Incentive Units |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting Incentive Units was $
22
Restricted Shares of Class A Common Stock in Bumble Inc.
The following table summarizes information around restricted shares in the Company:
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Time-Vesting |
|
|
Exit-Vesting |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting restricted shares was $
RSUs in Bumble Inc.
The following table summarizes information around RSUs in the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Time-Vesting RSUs |
|
|
Exit-Vesting RSUs |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
During the six months ended June 30, 2024 and 2023, the total fair value of vested RSUs as of the respective vesting dates was $
Options
The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the six months ended June 30, 2024:
|
|
June 30, 2024 |
|
|
Volatility |
|
|
% |
|
Expected Life |
|
|
||
Risk-free rate |
|
|
||
Fair value per unit |
|
$ |
|
|
Dividend yield |
|
|
% |
23
The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options:
|
|
June 30, 2024 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|||
Forfeited and expired |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Exercisable as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options:
|
|
June 30, 2024 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Exercisable as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting options was $
Note 12 - Related Party Transactions
In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
Three Months Ended June 30, 2024 |
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
Six Months Ended June 30, 2023 |
|
||||
Other |
|
Marketing costs |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|||||
Other |
|
Moderator costs |
|
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|
|
|
|
|
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|
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|
|||||
Other |
|
Advertising revenue |
|
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|
|||||
Other |
|
Tax receivable agreement liability remeasurement benefit |
|
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|
|
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|
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|
||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
June 30, 2024 |
|
December 31, 2023 |
|
||
Other |
|
Tax receivable agreement |
|
Payable to related parties pursuant to a tax receivable agreement |
|
$ |
|
$ |
|
24
Payable to related parties pursuant to a tax receivable agreement
Concurrent with the completion of the IPO, the Company 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 (see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement).
Other
The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc. (“Liftoff”), a company in which Blackstone-affiliated funds hold a controlling interest. The Company uses TaskUs Inc. (“TaskUs”), a company in which Blackstone-affiliated funds holds more than
Share Repurchase
In December 2023, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately
Note 13 - Segment and Geographic Information
The Company operates as a operating segment. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue by major geographic region is based upon the location of the customers who receive the Company's services.
|
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|||||||
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
North America(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rest of the world |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(1)
The United States is the only country with revenues of
Note 14 - Commitments and Contingencies
The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director.
Litigation
We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE, BADOO and FRUITZ marks. These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.
25
Litigation Related to the Illinois Biometric Information Privacy Act (the “BIPA”)
In late 2021 and early 2022, four putative class action lawsuits were filed against the Company alleging that certain features of the Badoo or Bumble apps violate the Illinois BIPA. Each of these lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in one action) punitive damages. The parties reached a proposed class action settlement in these lawsuits, which were consolidated on May 30, 2024. The settlement was preliminarily approved on June 6, 2024, and the Court has set a final approval hearing for October 23, 2024.
Between September 2023 and March 2024, the Company received approximately
An accrual has been made based on the probable and estimable loss in connection with the aforementioned class and individual matters. For the three and six months ended June 30, 2024, we recorded
In February 2024, an additional class action lawsuit was filed in Illinois alleging that certain features of Bumble app violate BIPA. The case has been administratively terminated, but may be reopened pending resolution of the plaintiff’s individual claims in arbitration.
Proceedings Related to the September 2021 Secondary Public Stock Offering (the “SPO”)
Six shareholder derivative complaints have been filed in the United States District Court for the Southern District of New York, United States District Court for the District of Delaware and Delaware Court of Chancery against the Company and certain directors and officers asserting claims under the U.S. federal securities laws that the Registration Statement and prospectus used for the SPO contained false and misleading statements or omissions by failing to disclose certain information concerning Bumble and Badoo app paying users and related trends and issues with the Badoo app payment platform, and that as a result of the foregoing, Bumble’s business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. The Glover-Mott shareholder derivative complaint was filed in April 2022 in federal court. The Michael Schirano shareholder derivative complaint was filed in May 2023 in federal court. The United States District Court for the District of Delaware ordered the two actions consolidated in August 2023 under the caption In Re Bumble Inc. Stockholder Derivative Litigation. An amended consolidated complaint was filed in August 2023 alleging violations of Section 14(a) of the Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 29(b) of the Exchange Act, as well as for breach of fiduciary duty, waste, and unjust enrichment against, among others, management, our Board of Directors and Blackstone. The complaint seeks unspecified damages; rescission of certain employment agreements between the individual defendants and the Company, disgorgement from defendants of any improperly or unjustly obtained profits or benefits; an award of costs and disbursements, including reasonable attorneys’ fees; punitive damages; pre- and post-judgment interest, and that the Company be directed to take action to reform its corporate governance and internal procedures.
Two federal court shareholder derivative complaints were voluntarily dismissed in July 2023.
In January 2023 and February 2023, purported shareholders Alberto Sanchez and City of Vero Beach Police Officers’ Retirement Trust Fund, respectively, filed shareholder derivative complaints in the Delaware Court of Chancery. In March 2023, the Delaware Court of Chancery consolidated those actions under the caption In re Bumble Inc. Stockholder Derivative Litigation. In April 2023, the consolidated action plaintiffs filed a consolidated complaint that asserts claims for breach of fiduciary duty and unjust enrichment against, among others, management, our Board of Directors, and Blackstone. The complaint seeks unspecified damages; a finding that the individual defendants breached their fiduciary duties; disgorgement from defendants of any unjustly obtained profits or benefits; and an award of costs and disbursement, including attorneys’ fees, accountants’ fees, and experts’ fees. In October 2023, the court denied defendants’ motion to dismiss the consolidated complaint.
In August 2023, Bumble received litigation demands from (i) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed William B. Federman Irrevocable Trust derivative action in the U.S. District Court for the District of Delaware and (ii) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed Dana Messana derivative action in the U.S. District Court for the District of Delaware. Both litigation demands are directed to the Bumble Board and contains factual allegations involving the September 2021 SPO that are generally consistent with those in the derivative litigation filed in state and federal court. The letters demand, among other things, that Bumble’s Board undertake an independent investigation into alleged legal violations, and that Bumble commence a civil action to pursue related claims against any individuals who allegedly harmed Bumble. In November 2023, Bumble formed a Special Litigation Committee (“SLC”) to investigate the claims at-issue in the In Re Bumble Inc. Stockholder Derivative Litigation pending in the United States District Court for the District of Delaware and Delaware Court of Chancery, as well as the William B. Federman Irrevocable Trust and Dana Messana litigation demands. In January 2024, the
26
Delaware Court of Chancery entered an order staying the litigation for
The Company has also received an inquiry from the SEC relating to the disclosures that were at issue in the SPO class action that has since been settled by the Company. The Company cannot predict at this point the length of time that the inquiry will be ongoing, the outcome or the liability, if any, that may arise therefrom.
Proceedings Related to the California Unruh Civil Rights Act (the "Unruh Act")
In 2023, the Company received over 20,000 pre-arbitration demands or demands for arbitration regarding Bumble’s alleged violation of the Unruh Act as a result of its “women message first” feature. We agreed to enter into mediations, each of which concluded successfully. Following those mediations, the Company made settlement offers to each of the individual claimants. All demands other than one were withdrawn and dismissed. The last remaining demand is immaterial.
On April 9, 2024, a putative class action complaint was filed against the Company in the United States District Court for the Central District of California, also alleging that Bumble’s “women message first” feature violates the Unruh Act. Plaintiffs in these lawsuits sought declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On July 8, 2024, the named plaintiffs filed a notice voluntarily dismissing the action without prejudice.
From time to time, the Company is subject to patent litigations asserted by non-practicing entities.
As of June 30, 2024 and December 31, 2023, the Company determined that provisions of $
Purchase Commitments
In May 2023, the Company amended the agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $
Note 15 - Subsequent Events
On July 1, 2024, Bumble completed the acquisition by merger (the “Acquisition”) of the outstanding capital stock of Geneva Technologies, Inc. (“Geneva”), a privately held company, for an aggregate purchase price of approximately $
27
Item 2. 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 2023 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. As of June 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.
Quarter ended June 30, 2024 Consolidated Results
For the three months ended June 30, 2024 and 2023, we generated:
Year-to-Date ended June 30, 2024 Consolidated Results
For the six months ended June 30, 2024 and 2023, we generated:
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
28
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 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.
(In thousands, except ARPPU) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Bumble App Paying Users |
|
|
2,817.2 |
|
|
|
2,457.8 |
|
|
|
2,773.6 |
|
|
|
2,388.3 |
|
Badoo App and Other Paying Users |
|
|
1,321.4 |
|
|
|
1,175.5 |
|
|
|
1,307.9 |
|
|
|
1,158.3 |
|
Total Paying Users |
|
|
4,138.6 |
|
|
|
3,633.3 |
|
|
|
4,081.5 |
|
|
|
3,546.6 |
|
Bumble App Average Revenue per Paying User |
|
$ |
25.79 |
|
|
$ |
28.21 |
|
|
$ |
26.06 |
|
|
$ |
28.07 |
|
Badoo App and Other Average Revenue per Paying User |
|
$ |
11.93 |
|
|
$ |
12.83 |
|
|
$ |
12.14 |
|
|
$ |
12.66 |
|
Total Average Revenue per Paying User |
|
$ |
21.37 |
|
|
$ |
23.23 |
|
|
$ |
21.60 |
|
|
$ |
23.04 |
|
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except per share data and percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Condensed Consolidated Statements of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
268,615 |
|
|
$ |
259,735 |
|
|
$ |
536,390 |
|
|
$ |
502,683 |
|
Net earnings (loss) |
|
|
37,686 |
|
|
|
9,349 |
|
|
|
71,559 |
|
|
|
7,020 |
|
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
|
27,395 |
|
|
|
6,753 |
|
|
|
52,012 |
|
|
|
5,142 |
|
Net earnings (loss) per share attributable to Bumble Inc. shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share |
|
$ |
0.22 |
|
|
$ |
0.05 |
|
|
$ |
0.41 |
|
|
$ |
0.04 |
|
Diluted earnings (loss) per share |
|
$ |
0.22 |
|
|
$ |
0.05 |
|
|
$ |
0.41 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
|
|
|
|
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
Condensed Consolidated Balance Sheets Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
|
|
|
|
|
|
$ |
3,524,240 |
|
|
$ |
3,625,127 |
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
286,664 |
|
|
|
355,642 |
|
||
Long-term debt, net including current maturities |
|
|
|
|
|
|
|
|
618,944 |
|
|
|
620,926 |
|
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:
29
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.
Macroeconomic Conditions
The prevailing global economic climate, the conflicts in Eastern Europe and the Middle East, and other macroeconomic conditions, including but not limited to 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 business as consumers 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 “Risk Factors—General Risk Factors—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 Part I, “Item 1A—Risk Factors” of our 2023 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.
Secondary Offering
On March 8, 2023, the Company completed a secondary offering of 13.75 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the “Blackstone Selling Stockholders”) and the Founder at a price of $22.80 per share. This transaction resulted in the issuance of 7.2 million shares of Class A common stock for the period ended March 31, 2023, which were issued in exchange for Common Units held by the selling stockholders.
Bumble did not sell any shares of Class A common stock in these offerings and did not receive any of the proceeds from the sales. Bumble paid the costs associated with the sales of shares by the selling stockholders, net of the underwriting discounts.
Share Repurchase Program
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. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remains available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program and Note 12, Related Party Transactions — Share Repurchase, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Reorganization Transactions
Prior to the completion of the IPO, we undertook certain reorganization transactions (the “Reorganization Transactions”) such that Bumble Inc. is now a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. now operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. Bumble Inc. will consolidate Bumble Holdings on its consolidated financial statements and record a non-controlling interest, related to the Common Units and the Incentive Units held by our pre-IPO owners, on its consolidated balance sheets and statements of operations.
30
Bumble Inc. is a corporation for U.S. federal and state income tax purposes. Bumble Inc.’s accounting predecessor, Bumble Holdings is and has been since the Sponsor Acquisition, treated as a flow-through entity for U.S. federal income tax purposes, and as such, has generally not been subject to U.S. federal income tax at the entity level. Following our IPO, Bumble Inc. pays U.S. federal and state income taxes as a corporation on its share of Bumble Holdings’ taxable income.
In connection with the 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, increases in our share of existing tax basis and adjustments to the tax basis of the assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units), and our utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis) and certain other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
For additional information, see “Risk Factors—Bumble Inc. will be required to pay certain of our pre-IPO owners for most of the benefits relating to tax depreciation or amortization deductions that we may claim as a result of Bumble Inc.’s allocable share of existing tax basis acquired in the IPO, Bumble Inc.’s increase in its allocable share of existing tax basis and anticipated tax basis adjustments we receive in connection with sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO and our utilization of certain tax attributes of the Blocker Companies.” and “Risk Factors—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.” in each case, in Part I, “Item 1A—Risk Factors” of our 2023 Form 10-K.
For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, 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 determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of June 30, 2024. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability to related parties of $419.3 million related to these benefits as of June 30, 2024. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $290.5 million for a total liability of $709.8 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statements of operations. During the six months ended June 30, 2024, our tax receivable agreement liability decreased by a net $10.9 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) an offsetting increase of $12.2 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities and the common stock repurchases completed in the first quarter of 2024.
Restructuring Plan
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 is expected to be completed in the third quarter of 2024, and we expect to incur approximately $20.0 million to $22.0 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 six months ended June 30, 2024, we incurred non-recurring restructuring charges of $3.2 million and $19.8 million, respectively.
For additional information, see Note 6, Restructuring Charges, 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.
31
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 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.
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 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.
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, impairment losses, 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 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.
Interest income (expense), net
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.
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, loss on debt extinguishment, fair value changes in derivatives, sub-lease income and investments in equity securities.
32
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 statement of operations information for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Revenue |
|
$ |
268,615 |
|
|
$ |
259,735 |
|
|
$ |
536,390 |
|
|
$ |
502,683 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
80,041 |
|
|
|
76,737 |
|
|
|
161,330 |
|
|
|
147,317 |
|
Selling and marketing expense |
|
|
67,562 |
|
|
|
65,329 |
|
|
|
131,179 |
|
|
|
128,919 |
|
General and administrative expense |
|
|
36,329 |
|
|
|
43,298 |
|
|
|
57,185 |
|
|
|
93,129 |
|
Product development expense |
|
|
15,705 |
|
|
|
36,233 |
|
|
|
51,722 |
|
|
|
69,385 |
|
Depreciation and amortization expense |
|
|
17,024 |
|
|
|
16,967 |
|
|
|
34,230 |
|
|
|
33,698 |
|
Total operating costs and expenses |
|
|
216,661 |
|
|
|
238,564 |
|
|
|
435,646 |
|
|
|
472,448 |
|
Operating earnings (loss) |
|
|
51,954 |
|
|
|
21,171 |
|
|
|
100,744 |
|
|
|
30,235 |
|
Interest income (expense), net |
|
|
(9,082 |
) |
|
|
(6,110 |
) |
|
|
(18,000 |
) |
|
|
(11,329 |
) |
Other income (expense), net |
|
|
(558 |
) |
|
|
(2,969 |
) |
|
|
917 |
|
|
|
(6,530 |
) |
Income (loss) before income taxes |
|
|
42,314 |
|
|
|
12,092 |
|
|
|
83,661 |
|
|
|
12,376 |
|
Income tax benefit (provision) |
|
|
(4,628 |
) |
|
|
(2,743 |
) |
|
|
(12,102 |
) |
|
|
(5,356 |
) |
Net earnings (loss) |
|
|
37,686 |
|
|
|
9,349 |
|
|
|
71,559 |
|
|
|
7,020 |
|
Net earnings (loss) attributable to noncontrolling interests |
|
|
10,291 |
|
|
|
2,596 |
|
|
|
19,547 |
|
|
|
1,878 |
|
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
27,395 |
|
|
$ |
6,753 |
|
|
$ |
52,012 |
|
|
$ |
5,142 |
|
The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
29.8 |
% |
|
|
29.5 |
% |
|
|
30.1 |
% |
|
|
29.3 |
% |
Selling and marketing expense |
|
|
25.2 |
% |
|
|
25.2 |
% |
|
|
24.5 |
% |
|
|
25.6 |
% |
General and administrative expense |
|
|
13.5 |
% |
|
|
16.7 |
% |
|
|
10.7 |
% |
|
|
18.5 |
% |
Product development expense |
|
|
5.8 |
% |
|
|
13.9 |
% |
|
|
9.6 |
% |
|
|
13.8 |
% |
Depreciation and amortization expense |
|
|
6.3 |
% |
|
|
6.5 |
% |
|
|
6.4 |
% |
|
|
6.7 |
% |
Total operating costs and expenses |
|
|
80.7 |
% |
|
|
91.8 |
% |
|
|
81.2 |
% |
|
|
94.0 |
% |
Operating earnings (loss) |
|
|
19.3 |
% |
|
|
8.2 |
% |
|
|
18.8 |
% |
|
|
6.0 |
% |
Interest income (expense), net |
|
|
(3.4 |
)% |
|
|
(2.4 |
)% |
|
|
(3.4 |
)% |
|
|
(2.3 |
)% |
Other income (expense), net |
|
|
(0.2 |
)% |
|
|
(1.1 |
)% |
|
|
0.2 |
% |
|
|
(1.3 |
)% |
Income (loss) before income taxes |
|
|
15.8 |
% |
|
|
4.7 |
% |
|
|
15.6 |
% |
|
|
2.5 |
% |
Income tax benefit (provision) |
|
|
(1.7 |
)% |
|
|
(1.1 |
)% |
|
|
(2.3 |
)% |
|
|
(1.1 |
)% |
Net earnings (loss) |
|
|
14.0 |
% |
|
|
3.6 |
% |
|
|
13.3 |
% |
|
|
1.4 |
% |
Net earnings (loss) attributable to noncontrolling interests |
|
|
3.8 |
% |
|
|
1.0 |
% |
|
|
3.6 |
% |
|
|
0.4 |
% |
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
|
10.2 |
% |
|
|
2.6 |
% |
|
|
9.7 |
% |
|
|
1.0 |
% |
33
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Cost of revenue |
|
$ |
(226 |
) |
|
$ |
1,120 |
|
|
$ |
319 |
|
|
$ |
2,258 |
|
Selling and marketing expense |
|
|
44 |
|
|
|
1,195 |
|
|
|
(2,818 |
) |
|
|
4,723 |
|
General and administrative expense |
|
|
7,892 |
|
|
|
18,860 |
|
|
|
6,386 |
|
|
|
33,676 |
|
Product development expense |
|
|
(5,621 |
) |
|
|
12,373 |
|
|
|
(1,772 |
) |
|
|
21,475 |
|
Total stock-based compensation expense |
|
$ |
2,089 |
|
|
$ |
33,548 |
|
|
$ |
2,115 |
|
|
$ |
62,132 |
|
During the three and six months ended June 30, 2024, stock-based compensation expense decreased due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.
Comparison of the Three and Six Months Ended June 30, 2024 and 2023
Revenue
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Bumble App |
|
$ |
217,984 |
|
|
$ |
207,977 |
|
|
$ |
433,740 |
|
|
$ |
402,254 |
|
Badoo App and Other |
|
|
50,631 |
|
|
|
51,758 |
|
|
|
102,650 |
|
|
|
100,429 |
|
Total Revenue |
|
$ |
268,615 |
|
|
$ |
259,735 |
|
|
$ |
536,390 |
|
|
$ |
502,683 |
|
Total Revenue was $268.6 million for the three months ended June 30, 2024, compared to $259.7 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $218.0 million for the three months ended June 30, 2024, compared to $208.0 million for the same period in 2023. This increase was primarily driven by a 14.6% increase in Bumble App Paying Users to 2.8 million, partially offset by an 8.6% decline in Bumble App ARPPU to $25.79 and unfavorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $50.6 million for the three months ended June 30, 2024, compared to $51.8 million for the same period in 2023. This decrease was primarily driven by a decline in Badoo App and Other ARPPU to $11.93, partially offset by an increase in Badoo App and Other Paying Users to 1.3 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.
Total Revenue was $536.4 million for the six months ended June 30, 2024, compared to $502.7 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $433.7 million for the six months ended June 30, 2024, compared to $402.3 million for the same period in 2023. This increase was primarily driven by a 16.1% increase in Bumble App Paying Users to 2.8 million, partially offset by a 7.2% decline in Bumble App ARPPU to $26.06 and unfavorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $102.7 million for the six months ended June 30, 2024, compared to $100.4 million for the same period in 2023. This increase was primarily driven by an increase in Badoo App and Other Paying Users to 1.3 million, partially offset by a decline in Badoo App and Other ARPPU to $12.14. 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.
34
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Cost of revenue |
|
$ |
80,041 |
|
|
$ |
76,737 |
|
|
$ |
161,330 |
|
|
$ |
147,317 |
|
Percentage of revenue |
|
|
29.8 |
% |
|
|
29.5 |
% |
|
|
30.1 |
% |
|
|
29.3 |
% |
Cost of revenue for the three months ended June 30, 2024 increased by $3.3 million, or 4.3%, as compared to the same period in 2023. Cost of revenue for the six months ended June 30, 2024 increased by $14.0 million, or 9.5%, as compared to the same period in 2023. The increase in cost of revenue for each of the three and six months ended June 30, 2024 was driven primarily by growth in in-app purchase fees due to increasing revenue.
As a percentage of revenue, cost of revenue increased for each of the three and six months ended June 30, 2024, as compared to the same periods in 2023, primarily due to the adoption of Google Play and user choice billing in many of our markets and to a lesser extent an increase in cloud hosting and subscription costs, partially offset by a decrease in stock-based compensation due to forfeitures. For the six months ended June 30, 2024, as compared to the same period in 2023, the change was also driven by an increase in personnel-related costs associated with our Restructuring Plan.
Selling and marketing expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Selling and marketing expense |
|
$ |
67,562 |
|
|
$ |
65,329 |
|
|
$ |
131,179 |
|
|
$ |
128,919 |
|
Percentage of revenue |
|
|
25.2 |
% |
|
|
25.2 |
% |
|
|
24.5 |
% |
|
|
25.6 |
% |
Selling and marketing expense for the three months ended June 30, 2024 increased by $2.2 million, or 3.4%, as compared to the same period in 2023. The change was primarily due to a $5.2 million increase in marketing costs, partially offset by a $1.5 million decrease in personnel-related costs due to headcount reduction associated with our Restructuring Plan and a $1.2 million decrease in stock-based compensation driven by forfeitures.
Selling and marketing expense for the six months ended June 30, 2024 increased by $2.3 million, or 1.8%, as compared to the same period in 2023. The change was primarily due to a $10.3 million increase in marketing costs, partially offset by a $7.5 million decrease in stock-based compensation driven by forfeitures primarily due to our Restructuring Plan.
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
General and administrative expense |
|
$ |
36,329 |
|
|
$ |
43,298 |
|
|
$ |
57,185 |
|
|
$ |
93,129 |
|
Percentage of revenue |
|
|
13.5 |
% |
|
|
16.7 |
% |
|
|
10.7 |
% |
|
|
18.5 |
% |
General and administrative expense for the three months ended June 30, 2024 decreased by $7.0 million, or 16.1%, as compared to the same period in 2023. The change was primarily driven by a $11.0 million decrease in stock-based compensation due to forfeitures, a $4.8 million decrease in legal and professional fees, and a $1.3 million decrease in insurance expenses, partially offset by a $8.6 million change in fair value of the contingent earn-out liabilities.
General and administrative expense for the six months ended June 30, 2024 decreased by $35.9 million, or 38.6%, as compared to the same period in 2023. The change was primarily driven by a $27.3 million decrease in stock-based compensation due to forfeitures, a $6.4 million change in fair value of the contingent earn-out liabilities, a $3.3 million decrease in legal and professional fees, and a $2.6 million decrease in insurance expenses, partially offset by a $3.4 million increase in personnel-related costs associated with our Restructuring Plan.
35
Product development expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Product development expense |
|
$ |
15,705 |
|
|
$ |
36,233 |
|
|
$ |
51,722 |
|
|
$ |
69,385 |
|
Percentage of revenue |
|
|
5.8 |
% |
|
|
13.9 |
% |
|
|
9.6 |
% |
|
|
13.8 |
% |
Product development expense in the three months ended June 30, 2024 decreased by $20.5 million, or 56.7%, as compared to the same period in 2023. The change was primarily driven by an $18.0 million decrease in stock-based compensation due to forfeitures and a $2.6 million decrease in personnel-related costs primarily due to a decrease in headcount associated with our Restructuring Plan.
Product development expense in the six months ended June 30, 2024 decreased by $17.7 million, or 25.5%, as compared to the same period in 2023. The change was primarily driven by a $23.2 million decrease in stock-based compensation due to forfeitures, partially offset by a $5.6 million increase in personnel-related costs primarily associated with our Restructuring Plan.
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Depreciation and amortization expense |
|
$ |
17,024 |
|
|
$ |
16,967 |
|
|
$ |
34,230 |
|
|
$ |
33,698 |
|
Percentage of revenue |
|
|
6.3 |
% |
|
|
6.5 |
% |
|
|
6.4 |
% |
|
|
6.7 |
% |
Depreciation and amortization expense for the three months ended June 30, 2024 remained relatively flat as compared to the same period in 2023. Depreciation and amortization expense for the six months ended June 30, 2024 increased by $0.5 million, or 1.6%, as compared to the same period in 2023, primarily due to the increased amortization of intangible assets.
Interest income (expense), net
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Interest income (expense), net |
|
$ |
(9,082 |
) |
|
$ |
(6,110 |
) |
|
$ |
(18,000 |
) |
|
$ |
(11,329 |
) |
Percentage of revenue |
|
|
(3.4 |
)% |
|
|
(2.4 |
)% |
|
|
(3.4 |
)% |
|
|
(2.3 |
)% |
Interest expense, net for the three months ended June 30, 2024 increased by $3.0 million, or 48.6%, compared to the same period in 2023. Interest expense, net for the six months ended June 30, 2024 increased by $6.7 million, or 58.9%, compared to the same period in 2023. The increases in interest expense, net for the three-month and six-month periods were due to an increase in interest rates on our outstanding debt under the credit agreements, partially offset by an increase in interest income from our investment in money market funds.
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Other income (expense), net |
|
$ |
(558 |
) |
|
$ |
(2,969 |
) |
|
$ |
917 |
|
|
$ |
(6,530 |
) |
Percentage of revenue |
|
|
(0.2 |
)% |
|
|
(1.1 |
)% |
|
|
0.2 |
% |
|
|
(1.3 |
)% |
Other expense, net for the three months ended June 30, 2024 decreased by $2.4 million, or 81.2%, compared to the same period in 2023. The change was primarily due to a $1.4 million decrease in net foreign currency exchange losses and a $1.1 million increase in net gains on interest rate swaps.
Other income, net for the six months ended June 30, 2024 increased by $7.4 million, or 114.0%, compared to the same period in 2023. The change was primarily due to a $6.9 million increase in net gains on interest rate swaps and a $0.8 million decrease in net foreign currency exchange losses.
36
Income tax benefit (provision)
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Income tax benefit (provision) |
|
$ |
(4,628 |
) |
|
$ |
(2,743 |
) |
|
$ |
(12,102 |
) |
|
$ |
(5,356 |
) |
Effective tax rate |
|
|
10.9 |
% |
|
|
22.7 |
% |
|
|
14.5 |
% |
|
|
43.3 |
% |
Income tax provision was $4.6 million for the three months ended June 30, 2024, as compared to $2.7 million for the same period in 2023. Income tax provision was $12.1 million for the six months ended June 30, 2024, as compared to $5.4 million for the same period in 2023. The income tax provision is higher year over year for both the three and six months ended June 30, 2024 primarily due to the impact of Pillar Two minimum taxes applicable in 2024 and a valuation allowance recorded against certain deferred tax assets arising in both years.
Pillar Two Minimum Tax
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 six months ended June 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.
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 (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.
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:
37
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 (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.
38
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 June 30, 2024 |
|
|
Three Months Ended June 30, 2023 |
|
|
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||||
Net earnings (loss) |
|
$ |
37,686 |
|
|
$ |
9,349 |
|
|
$ |
71,559 |
|
|
$ |
7,020 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax (benefit) provision |
|
|
4,628 |
|
|
|
2,743 |
|
|
|
12,102 |
|
|
|
5,356 |
|
Interest (income) expense, net |
|
|
9,082 |
|
|
|
6,110 |
|
|
|
18,000 |
|
|
|
11,329 |
|
Depreciation and amortization expense |
|
|
17,024 |
|
|
|
16,967 |
|
|
|
34,230 |
|
|
|
33,698 |
|
Stock-based compensation expense |
|
|
2,089 |
|
|
|
33,548 |
|
|
|
2,115 |
|
|
|
62,132 |
|
Employer costs related to stock-based compensation (1) |
|
|
561 |
|
|
|
463 |
|
|
|
1,949 |
|
|
|
3,022 |
|
Litigation costs, net of insurance reimbursements (2) |
|
|
3,500 |
|
|
|
7,018 |
|
|
|
8,736 |
|
|
|
8,551 |
|
Foreign exchange (gain) loss (3) |
|
|
629 |
|
|
|
2,034 |
|
|
|
628 |
|
|
|
1,465 |
|
Changes in fair value of interest rate swaps (4) |
|
|
(114 |
) |
|
|
1,000 |
|
|
|
(1,692 |
) |
|
|
5,233 |
|
Restructuring costs (5) |
|
|
3,157 |
|
|
|
— |
|
|
|
19,773 |
|
|
|
— |
|
Transaction and other costs (6) |
|
|
377 |
|
|
|
234 |
|
|
|
714 |
|
|
|
1,531 |
|
Changes in fair value of contingent earn-out liability |
|
|
(3,654 |
) |
|
|
(12,287 |
) |
|
|
(19,343 |
) |
|
|
(12,933 |
) |
Changes in fair value of investments in equity securities |
|
|
43 |
|
|
|
76 |
|
|
|
46 |
|
|
|
177 |
|
Tax receivable agreement liability remeasurement expense (7) |
|
|
— |
|
|
|
— |
|
|
|
230 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
75,008 |
|
|
$ |
67,255 |
|
|
$ |
149,047 |
|
|
$ |
126,581 |
|
Net earnings (loss) margin |
|
|
14.0 |
% |
|
|
3.6 |
% |
|
|
13.3 |
% |
|
|
1.4 |
% |
Adjusted EBITDA margin |
|
|
27.9 |
% |
|
|
25.9 |
% |
|
|
27.8 |
% |
|
|
25.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
$ |
35,345 |
|
|
$ |
56,100 |
|
||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures |
|
|
|
|
|
|
|
|
(4,531 |
) |
|
|
(9,210 |
) |
||
Free cash flow |
|
|
|
|
|
|
|
$ |
30,814 |
|
|
$ |
46,890 |
|
||
Operating cash flow conversion |
|
|
|
|
|
|
|
|
49.4 |
% |
|
|
799.1 |
% |
||
Free cash flow conversion |
|
|
|
|
|
|
|
|
20.7 |
% |
|
|
37.0 |
% |
39
Liquidity and Capital Resources
Overview
As of June 30, 2024, we had $286.7 million of cash and cash equivalents, a decrease of $69.0 million from December 31, 2023 primarily due to share repurchases, partially offset by cash generated from operations. The Company’s 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 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.
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. The Company 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. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remained available for repurchase under the repurchase program.
On February 27, 2024, we announced that the Company adopted the Restructuring Plan to reduce its global workforce. The Restructuring Plan is expected to be completed in the third quarter of 2024, and we expect to incur approximately $20.0 million to $22.0 million of total non-recurring charges through the third quarter of 2024, substantially all of which are expected to result in future cash outlays. During the six months ended June 30, 2024, we made $15.2 million of cash payments in connection with the Restructuring Plan.
On July 1, 2024, we completed the acquisition by merger (the “Acquisition”) of the outstanding capital stock of Geneva Technologies, Inc. (“Geneva”), a privately held company, for an aggregate purchase price of approximately $17.0 million in cash, subject to specified purchase price adjustments.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
|
|
|
|||||
(In thousands) |
Six Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2023 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
||
Operating activities |
$ |
35,345 |
|
|
$ |
56,100 |
|
Investing activities |
|
(4,531 |
) |
|
|
(19,087 |
) |
Financing activities |
|
(101,003 |
) |
|
|
(54,700 |
) |
Operating activities
Net cash provided by operating activities was $35.3 million and $56.1 million, respectively, in the six months ended June 30, 2024 and 2023. This includes adjustments to net earnings (loss) for the six months ended June 30, 2024 and 2023 related to: depreciation and amortization of $34.2 million and $33.7 million, respectively; stock-based compensation of $2.1 million and $62.1 million, respectively; change in fair value of interest rate swaps of $(1.7) million and $5.2 million, respectively; and change in fair value of deferred contingent consideration of $(19.3) million and $(12.9) million, respectively. The changes in assets and liabilities for the six months ended June 30, 2024 and 2023 consist primarily of: changes in accrued expenses and other current liabilities of $(25.0) million and $(11.3) million, respectively, driven by bonus payouts; changes in legal liabilities of $(25.2) million and $(18.3) million, respectively, driven by litigation settlement payments; changes in accounts receivables of $2.7 million and $(31.0) million, respectively, driven by timing of cash receipts.
Investing activities
Net cash used in investing activities was $4.5 million and $19.1 million for the six months ended June 30, 2024 and 2023, respectively. The Company had capital expenditures of $4.5 million and $9.2 million in the six months ended June 30, 2024 and 2023,
40
respectively. The Company used $9.9 million for the acquisition of Newel Corporation (net of cash acquired) in the six months ended June 30, 2023.
Financing activities
Net cash used in financing activities was $101.0 million and $54.7 million in the six months ended June 30, 2024 and 2023, respectively. During the six months ended June 30, 2024, the Company used $62.1 million for share repurchases of our Class A common stock and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the six months ended June 30, 2023, the Company used $20.9 million for share repurchases of our Class A common stock. During the six months ended June 30, 2024 and 2023, the Company used $8.2 million and $11.7 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units and made cash distribution payments of $5.6 million and $19.2 million, respectively, to the noncontrolling interest holders. The Company used $2.9 million in both of the six months ended June 30, 2024 and 2023 to repay a portion of the outstanding indebtedness under our Original Term Loan.
Indebtedness
Senior Secured Credit Facilities
In connection with the Sponsor Acquisition, in January 2020, we entered into a credit agreement (the “Credit Agreement”) providing for (i) a term loan facility in an original aggregate principal amount of $575.0 million (the “Original Term Loan Facility”) and (ii) a revolving facility in an aggregate principal amount of up to $50.0 million. In connection with a transaction whereby we distributed proceeds to our pre-IPO owners and to partially repay a loan from our Founder, in October 2020, we entered into the Incremental Term Loan Facility (the “Incremental Term Loan Facility” and together with the Original Term Loan Facility, the “Senior Secured Credit Facilities”) in an original aggregate principal amount of $275.0 million. The Incremental Term Loan provides for additional senior secured term loans with substantially identical terms as the Original Term Loan Facility (other than the applicable margin). A portion of the net proceeds from our initial public offering was used to repay $200.0 million aggregate principal amount of our outstanding indebtedness under our Term Loan Facility in the three months ended March 31, 2021. The Credit Agreement was further amended in March 2023, pursuant to which the interest rate benchmark referenced to LIBOR was transitioned to SOFR. The borrower under the Credit Agreement is a wholly owned subsidiary of Bumble Holdings, Buzz Finco L.L.C. (the “Borrower”). The Credit Agreement contains affirmative and negative covenants and customary events of default.
Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR prior to March 31, 2023 and Adjusted Term SOFR beginning March 31, 2023 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 LIBOR prior to April 1, 2023 and Adjusted Term SOFR beginning April 1, 2023, 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 Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our initial public offering.
In addition to paying interest on the outstanding principal under the Credit Agreement, the Borrower is 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 Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.
The Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan Facility outstanding as of the date of the closing of the Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, 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 Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025.
41
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of June 30, 2024:
|
|
Payments due by period |
|
|||||||||||||||||
(In thousands) |
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
|
Total |
|
|||||
Long-term debt |
|
$ |
5,750 |
|
|
$ |
618,438 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
624,188 |
|
Operating leases |
|
|
2,286 |
|
|
|
7,292 |
|
|
|
5,046 |
|
|
|
272 |
|
|
|
14,896 |
|
Other |
|
|
8,682 |
|
|
|
1,327 |
|
|
|
— |
|
|
|
— |
|
|
|
10,009 |
|
Total |
|
$ |
16,718 |
|
|
$ |
627,057 |
|
|
$ |
5,046 |
|
|
$ |
272 |
|
|
$ |
649,093 |
|
In connection with the IPO, in February 2021, 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 under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through June 30, 2024 to aggregate to $709.8 million and to range over the next 15 years from approximately $16.7 million to $73.6 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. See Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, for additional information.
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. See Note 11, Fair Value Measurements, in our 2023 Form 10-K for additional information.
In May 2023, the Company amended an agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2024, our minimum commitment remaining is $4.7 million.
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 2023 Form 10-K for the year ended December 31, 2023. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, 2024.
Related Party Transactions
For discussions of related party transactions, see Note 12, Related Party Transactions, to the condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Foreign Currency Exchange Risk
We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended June 30, 2024 and 2023, revenue outside of North America accounted for 47.3% and 42.7% of consolidated revenue, respectively. Revenue outside of North America accounted for 46.8% and 42.2% of combined revenue for the six months ended June 30, 2024 and 2023, respectively. Our primary exposure to foreign currency exchange risk is the underlying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 1.1% lower and 0.1% higher in the three and six months ended June 30,
42
2024 compared to the three and six months ended June 30, 2023, respectively. The average British Pound versus the U.S. Dollar exchange rate was 0.8% and 2.6% higher in the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023, respectively.
Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of June 30, 2024 and 2023. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $12.4 million and $5.5 million for the six months ended June 30, 2024 and 2023, respectively, with all other variables held constant. This accounts for 2.3% and 1.1% of total revenue for the six months ended June 30, 2024 and 2023, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Interest Rate Risk
At June 30, 2024, we had debt outstanding with a carrying value of $618.9 million. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and six months ended June 30, 2024 by $0.7 million and $1.4 million, respectively, based upon the outstanding debt balances and interest rates in effect during that period. See Note 9, Debt, within the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350.0 million on June 22, 2020, which were set to expire on June 30, 2024. In January 2024, we replaced these interest rate swaps and entered into new interest rate swaps for the same notional value of $350.0 million to extend the expiration from June 2024 to January 2027. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2024, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, product liability, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE, BADOO and FRUITZ marks. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial position or results of operations.
For additional information, see Note 14, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2023 Form 10-K. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited).”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
In May, 2023, we announced that our Board of Directors had 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. The Company 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. During the second quarter of 2024, the Company did not purchase any shares under the program, which had remaining authorization of $208.7 million as of June 30, 2024.
44
Item 5. Other Information.
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly Atlantia S.p.A.), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
45
Item 6. Exhibits.
The following is a list of all exhibits filed or furnished as part of this report:
Exhibit Number |
|
Description |
|
|
|
2.1 |
|
|
3.1 |
|
|
3.2 |
|
|
10.1* |
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31.1* |
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31.2* |
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32.1* |
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32.2* |
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99.1* |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
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Management contract or compensatory plan or arrangement. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
46
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BUMBLE INC. |
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Date: August 8, 2024 |
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By: |
/s/ Lidiane S. Jones |
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Lidiane S. Jones |
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Chief Executive Officer |
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Date: August 8, 2024 |
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By: |
/s/ Anuradha B. Subramanian |
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Anuradha B. Subramanian |
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Chief Financial Officer |
47
Exhibit 10.1
RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
(RSU Grant – Section 16 Officer)
Bumble Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement including any provisions for the Participant’s country set forth in any exhibit to the Restricted Stock Unit Agreement (the “Exhibit”) (together, the “Restricted Stock Unit Agreement”) (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: |
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<first_name> <last_name> |
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Date of Grant: |
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<award_date> |
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Vesting Reference Date: |
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<Vest_Start_Date> |
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Number of Restricted Stock Units: |
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<shares_awarded> |
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Vesting Schedule: |
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Provided that the Participant has not undergone a Termination at the time of the applicable vesting date, [one quarter (1/4) of the Restricted Stock Units will vest on each of the first four annual anniversaries of the Vesting Reference Date (with each installment rounded down to the nearest whole share of Common Stock)][one quarter (1/4) of the Restricted Stock Units (rounded down to the nearest whole share of Common Stock) will vest on the first anniversary of the Vesting Reference Date and the remaining three-quarters (3/4) of the Restricted Stock Units will vest in substantially equal installments (with each installment rounded down to the nearest whole share of Common Stock) on each quarterly anniversary thereafter such that the Restricted Stock Units will be fully vested on the fourth anniversary of the Vesting Reference Date][6.25% of the Restricted Stock Units will vest on each quarterly anniversary of the Vesting Reference Date (with each installment rounded down to the nearest whole share of Common Stock), such that the award is fully vested on the four year anniversary of the Vesting Reference Date]; provided, that on the fourth anniversary of the Vesting Reference Date, any Restricted Stock Units that have not otherwise vested due to rounding will also vest in full. |
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Notwithstanding the foregoing, if the Participant’s employment or service, as applicable, is terminated without Cause by the Company or its then-Affiliates or if the Participant resigns for Good Reason (as such term is defined in any employment agreement (or similar agreement) between the Participant and the Company in effect at the time of such resignation), in each case in the two-year period following a Change in Control, then all then-outstanding Restricted Stock Units (or substitute equity or consideration of purchaser or its Affiliates, as applicable) shall vest upon the Participant’s Termination. |
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Settlement: |
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Any Restricted Stock Units that become vested pursuant to the Vesting Schedule set forth above shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement. |
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THE PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. If the Participant DOES not accept the Restricted Stock Unit Agreement through the online acceptance process by THIRTY CALENDAR DAYS FOLLOWING THE GRANT DATE, or such other date that may be communicated, the Company will automatically accept the Restricted Stock Unit Agreement on the Participant’s behalf. If the Participant declines the Restricted Stock Unit Agreement, the Participant’s Restricted STock Unit award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Units Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement including any provisions for the Participant’s country in any exhibit hereto (this “Restricted Stock Unit Agreement”) and the Bumble Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), Bumble Inc., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1
2
3
4
EXHIBIT A
TO THE RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Restricted Stock Unit Agreement and the Restricted Stock Unit Grant Notice apply to non-U.S. Participants except to the extent supplemented or modified by this Exhibit A.
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provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.
By accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
B-6
B-7
B-8
This Part II of this Exhibit A includes additional terms and conditions that govern the Restricted Stock Units if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Restricted Stock Units, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
This Part II of this Exhibit A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in Exhibit A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Restricted Stock Units, the information contained herein may not be applicable to the Participant in the same manner.
Australia
Securities Law Notification. This offer of the Restricted Stock Units is being made under Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth). If the Participant acquires shares of Common Stock under the Plan and subsequently offers the shares of Common Stock for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.
Tax Information. The Plan is a plan which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Exchange Control Notification. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for the Participant. If there is no Australian bank involved in the transfer, the Participant will have to file the report independently.
B-9
Brazil
Labor Law Policy and Acknowledgment. The following provision supplements Section 2 in Part I of this Exhibit A:
By accepting the Restricted Stock Units, the Participant agrees that he or she is (i) making a personal investment decision and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.
Compliance with Law. By accepting the Restricted Stock Units, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Restricted Stock Units, and the sale of shares of Common Stock acquired under the Plan and the receipt of any dividends.
Foreign Asset/Account Reporting Notification. If the Participant is resident or domiciled in Brazil, he or she will be required to submit a declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights exceeds US$1,000,000. Quarterly reporting is required if such amount is equal to or greater than US$100,000,000. Shares of Common Stock acquired under the Plan are included in the assets and rights that must be reported.
Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of shares of Common Stock) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Participant should consult with his or her personal tax advisor for additional details.
Canada
Settlement of Restricted Stock Units. Notwithstanding any terms or conditions of the Plan or the Restricted Stock Unit Agreement to the contrary, Restricted Stock Units will be settled in Shares only, not cash.
Securities Law Notification. The Participant may not be permitted to sell within Canada shares of Common Stock acquired under the Plan. The Participant may only be permitted to sell or dispose of any shares of Common Stock acquired under the Plan if such sale or disposal takes place outside of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed (i.e., the Nasdaq Global Select Market).
Foreign Asset/Account Reporting Notification. Specified foreign property, including Restricted Stock Units, shares of Common Stock acquired under the Plan and other rights to receive shares of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, such Restricted Stock Units must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because other specified foreign property is held by you. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares at the time of acquisition, but if the Participant owns other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. The Participant should consult with his or her personal tax advisor to determine the applicable reporting requirements.
B-10
The following provisions apply to Participants in Quebec:
French Language Documents. A French translation of the Plan and the Restricted Stock Unit Agreement will be made available to the Participant as soon as reasonably practicable. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. Notwithstanding anything to the contrary in the Restricted Stock Unit Agreement, and unless the Participant indicates otherwise, the French translation of the Plan and the Restricted Stock Unit Agreement will govern the Participant’s Restricted Stock Unit and the Participant’s participation in the Plan.
Documents en français. Une traduction en français du Plan et du Contrat relatif au Droit sur des Actions Assujetti à Restrictions sera mise à la disposition du Participant dès que raisonnablement possible. Le Participant comprend que, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Nonobstant toute disposition contraire dans le Contrat relatif au Droit sur des Actions Assujetti à Restrictions, et à sauf indication contraire de la part du Participant, la traduction française du Plan et du Contrat relatif au Droit sur des Actions Assujetti à Restrictions régira le Droit sur des Actions Assujetti à Restrictions et participation au Plan du Participant.
Data Privacy. The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information regarding the Participant's Restricted Stock Unit and the Participant's participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. The Participant further authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to disclose and discuss the Plan and the Participant's participation in the Plan with their advisors. The Participant further authorizes the Company and the Company's subsidiaries and affiliates to record information regarding the Participant's Restricted Stock Unit and the Participant's participation in the Plan and to keep such information in the Participant's file. The Participant acknowledges and agree that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges and authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.
France
Nature of the Award. The Restricted Stock Units are not granted under the French specific regime provided by Articles L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended.
Consent to Receive Information in English. The parties acknowledge that it is their express wish that this Restricted Stock Unit Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu du, ou liés directement ou indirectement au, présent Contrat.
B-11
Foreign Asset/Account Reporting Notification. If the Participant is a French resident, the Participant will be required to report all foreign accounts (whether open or closed) to the French tax authorities when filing his or her annual tax return. The Participant should consult with his or her personal advisor to ensure proper compliance with applicable reporting requirements in France.
Germany
Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank (Bundesbank). If the Participant makes or receives a payment in excess of this amount (including if you acquire shares of Common Stock with a value in excess of this amount under the Plan or sell shares of Common Stock via a foreign broker, bank or service provider and receive proceeds in excess of this amount), the Participant must report the payment to Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
India
Exchange Control Notification. The Participant is required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any dividends paid on such shares of Common Stock (if any) within such time as prescribed under applicable India exchange control laws as may be amended from time to time. The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.
Foreign Asset/Account Reporting Notification. The Participant is required to declare any bank accounts or any financial assets (including shares of Common Stock) that the Participant holds outside India in his or her annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult with his or her personal tax advisor in this regard.
Isle of Man
There are no country-specific provisions.
Israel
Immediate Sale Restriction. The Participant understands and agrees that any shares of Common Stock acquired upon the vesting and settlement of Restricted Stock Units will be immediately sold. The Participant agrees that the Company is authorized to instruct the broker designated by the Company to assist with the mandatory sale of such shares of Common Stock (on the Participant’s behalf pursuant to this authorization and without further consent), and the Participant expressly authorizes the broker designated by the Company to complete the sale of such shares of Common Stock. Upon the sale of the shares of Common Stock, the Participant will receive the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees, or commissions).
Securities Law Notification. The grant of the Restricted Stock Units does not constitute a public offering under the Securities Law, 1968.
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Malta
Securities Law Notification. The Plan, the Restricted Stock Unit Agreement, including this Exhibit A, and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising of securities in Malta and are deemed accepted by the Participant upon receipt of the Participant’s electronic or written acceptance in the United States.
Mexico
Labor Law Acknowledgement. The following provision supplements Section 2 in Part I of this Exhibit A.
By accepting the Restricted Stock Units, the Participant acknowledges that he or she understands and agrees that: (i) the Restricted Stock Units are not related to the salary and other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Policy Statement. The grant of the Restricted Stock Units the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 1105 West 41st Street, Austin, Texas 78756, United States of America, is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of shares of Common Stock under the Plan does not, in any way establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By participating in the Plan, Participant acknowledges that he or she has received copies of the Plan and the Restricted Stock Unit Agreement, has reviewed the Plan and the Restricted Stock Unit Agreement in their entirety and fully understands and accept all provisions of the Plan and the Restricted Stock Unit Agreement.
In addition, by participating in the Plan, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 2 in Part I of this Exhibit A, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the shares of Common Stock underlying the Restricted Stock Units.
Finally, the Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de la Legislación Laboral. Esta disposición complementa el Apartado 2 de la Parte I de la Adenda.
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Al aceptar las Restricted Stock Units, el Partícipe reconoce y acepta (i) que las Restrictred Stock Units no están vinculadas al salario ni a otras prestaciones contractuales concedidas al Partícipe por el Empleador; y (ii) que ni la modificación del Plan ni su cancelación alterarán o empeorarán sus condiciones laborales.
Declaración de Política. La concesión de Restricted Stock Units que la Compañía realiza con arreglo al Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificarla y retirarla en cualquier momento, sin ninguna responsabilidad.
La Compañía, cuyo domicilio social está situado en 1105 West 41st Street, Austin, Texas 7875, Estados Unidos de América, es enteramente responsable de la administración del Plan. La participación en el Plan y la adquisición de Acciones Ordinarias con arreglo al mismo no suponen en modo alguno la creación de una relación laboral entre el Partícipe y la Compañía, ya que la participación en el Plan por parte del Participante es de carácter puramente mercantil y el único empleador del Partícipe es la Filial que le ha contratado, en su caso, ni establecen ningún derecho entre el Partícipe y el Empleador.
Aceptación de la Documentación del Plan. Al participar en el Plan, el Partícipe reconoce que ha recibido sendas copias del Plan y del Acuerdo de Concesión de Restricted Stock Units, que ha leído el Plan y el Acuerdo de Concesión de Restricted Stock Units en su totalidad y que entiende y acepta completamente las disposiciones contenidas en los mismos.
Adicionalmente, al participar en el Plan, el Partícipe reconoce que ha leído y aprueba específica y expresamente los términos y condiciones contenidos del Apartado 2 de la Parte I de la Adenda, en el que se describe y establece claramente lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo son ofrecidos por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ni la Compañía ni sus Filiales serán responsables de ninguna reducción del valor de las Acciones Ordinarias subyacentes en las Restricted Stock Units.
Finalmente, el Partícipe declara que no se reserva ninguna acción ni el derecho a interponer una demanda contra la Compañía para exigir el pago de una indemnización por daños y perjuicios como consecuencia de su participación en el Plan y, por consiguiente, exonera de toda responsabilidad, en los términos más amplios, tanto a la Compañía como a sus Filiales en relación con cualquier demanda que pudiera derivarse del Plan.
Netherlands
There are no country-specific provisions.
Russia
Data Privacy. The Participant understands and agrees that the Company may require the Participant to complete and return a Consent to Processing of Personal Data form (the “Consent”) to the Company. If a Consent is required by the Company but the Participant fails to provide such Consent to the Company, the Participant understands and agrees that the Company will not be able to administer or maintain the Restricted Stock Units or any other awards. Therefore, the Participant understands that refusing to complete any required Consent or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on any required Consent or withdrawal of consent, the Participant understands he or she may contact the Bumble Equity Team at equity@team.bumble.com.
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U.S. Transaction. The Participant understands that his or her acceptance of the grant of Restricted Stock Units results in a contract between the Participant and the Company completed in the United States and that the Restricted Stock Unit Agreement is governed by the laws of the State of Delaware, U.S.A., without giving effect to the conflict of law principles thereof.
Securities Law Notification. The Participant acknowledges that the Restricted Stock Units, the Restricted Stock Unit Agreement, the Plan and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.
Anti-Corruption Notification. Certain individuals who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly, in a foreign company (including shares of Common Stock acquired under the Plan).
Singapore
Sale Restriction. In the event the Restricted Stock Units vest and shares of Common Stock are issued to the Participant (or the Participant's heirs) within six months of the Date of Grant, the Participant (or the Participant's heirs) agrees that the shares of Common Stock will not be offered to the public or otherwise disposed of prior to the six-month anniversary of the Date of Grant, unless such sale or offer to sell in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
Securities Law Notification. The grant of the Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Common Stock being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification Requirement. The directors of a Singapore Affiliate are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Affiliate in writing of an interest (e.g., Restricted Stock Units, shares of Common Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the Restricted Stock Units or when shares of Common Stock acquired under the Plan are subsequently sold), or (iii) becoming a director.
Spain
No Entitlement for Claims or Compensation. This provision supplements the terms of the Restricted Stock Unit Agreement:
By accepting the Restricted Stock Units, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Restricted Stock Units under the Plan to individuals who may be employees of the Company or its subsidiaries or affiliates throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Restricted Stock Units will not economically or
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otherwise bind the Company or any of its subsidiaries or affiliates, including the Employer, on an ongoing basis, other than as expressly set forth in the Restricted Stock Unit Agreement. Consequently, the Participant understands that the Restricted Stock Units are given on the assumption and condition that the Restricted Stock Units shall not become part of any employment contract (whether with the Company or any of its subsidiaries or affiliates, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Restricted Stock Units, which is gratuitous and discretionary, since the future value of the Restricted Stock Units is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Restricted Stock Unit Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Restricted Stock Units that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Restricted Stock Unit Agreement, the Restricted Stock Units will be cancelled without entitlement to the cash proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of Restricted Stock Units would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Restricted Stock Units shall be null and void.
Securities Law Notification. The Restricted Stock Units described in the Plan and the Restricted Stock Unit Agreement, including this Exhibit A, do not qualify under Spanish regulations as a security. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Restricted Stock Units Agreement, including Exhibit A, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
United Arab Emirates
Additional Acknowledgments. The Participant acknowledges that the Restricted Stock Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Restricted Stock Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts that may be payable.
Securities Law Notification. The offer of the Restricted Stock Units is available only for select employees of the Company and its Affiliates and is in the nature of providing employee incentives in the United Arab Emirates. The Plan, the Restricted Stock Unit Agreement, and any other grant materials are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered (i.e., the Restricted Stock Units) should conduct their own due diligence on the securities.
B-16
The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement, including the Plan and the Restricted Stock Unit Agreement or any other grant materials distributed in connection with the Units. Further, neither the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor taken steps to verify the information set out in it, and has no responsibility for it. If the Participant has any questions regarding the contents of the Plan, the Restricted Stock Unit Agreement, and any other grant materials, the Participant should consult an authorized financial advisor.
United Kingdom
Responsibility for Taxes. The following supplements the “Responsibility for Taxes” section of Part I of Exhibit A:
Without limitation to the “Responsibility for Taxes” section of Part I of Exhibit A, the Participant agree that he or she is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Participant’s behalf (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items as it may be considered to be a loan. In this case, any income tax not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in the “Responsibility for Taxes” section of Part I of this Exhibit A.
B-17
Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lidiane S. Jones, certify that:
Date: August 8, 2024
/s/ Lidiane S. Jones |
Lidiane S. Jones |
Chief Executive Officer |
(principal executive officer) |
Exhibit 31.2
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anuradha B. Subramanian, certify that:
Date: August 8, 2024
/s/ Anuradha B. Subramanian |
Anuradha B. Subramanian |
Chief Financial Officer |
(principal financial officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lidiane S. Jones, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
Date: August 8, 2024
|
/s/ Lidiane S. Jones |
|
Lidiane S. Jones |
|
Chief Executive Officer |
|
(principal executive officer) |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anuradha B. Subramanian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
Date: August 8, 2024
|
/s/ Anuradha B. Subramanian |
|
Anuradha B. Subramanian |
|
Chief Financial Officer |
|
(principal financial officer) |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
Section 13(r) Disclosure
Blackstone Inc. (“Blackstone”) filed the disclosure reproduced below with respect to its quarter ended June 30, 2024, in accordance with Section 13(r) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in regard to Mundys S.p.A. (formerly, Atlantia S.p.A.). Mundys S.p.A. may be, or may have been at the time considered to be, an affiliate of Blackstone, and therefore an affiliate of Bumble Inc. (“Bumble”). Bumble did not independently verify or participate in the preparation of the disclosure reproduced below.
Blackstone included the following disclosure in its Quarterly Report on Form 10-Q for the period ended June 30, 2024:
Mundys S.p.A. provided the disclosure reproduced below in connection with activities during the quarter ended June 30, 2024. We have not independently verified or participated in the preparation of this disclosure.
“Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934. Funds affiliated with Blackstone first invested in Mundys S.p.A. on November 18, 2022 in connection with the voluntary public tender offer by Schema Alfa S.p.A. for all of the shares of Mundys S.p.A., pursuant to which such funds obtained a minority non-controlling interest in Mundys S.p.A. Mundys S.p.A. owns and controls Aeroporti di Roma S.p.A. (“ADR”), an operator of airports in Italy including Leonardo da Vinci-Fiumicino Airport. Iran Air has historically operated periodic flights to and from Leonardo da Vinci-Fiumicino Airport as authorized, from time to time, by an aviation-related bilateral agreement between Italy and Iran, scheduled in compliance with European Regulation 95/93, and approved by the Italian Civil Aviation Authority. ADR, as airport operator, is under a mandatory obligation to provide airport services to all air carriers (including Iran Air) authorized by the applicable Italian authority. The relevant turnover attributable to these activities (whose consideration is calculated on the basis of general tariffs determined by such independent Italian authority) in the quarter ended June 30, 2024 was less than €50,000. Mundys S.p.A. does not track profits specifically attributable to these activities.”
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Accounts receivable, net of allowance | $ 600 | $ 648 |
Net of accumulated depreciation | $ 18,774 | $ 15,831 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 600,000,000 | 600,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock share issue | 13,123,659 | 7,832,473 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 139,592,347 | 138,520,102 |
Common stock, shares outstanding | 126,468,688 | 130,687,629 |
Class B Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 20 | 20 |
Common stock, shares outstanding | 20 | 20 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Income Statement [Abstract] | ||||
Revenue | $ 268,615 | $ 259,735 | $ 536,390 | $ 502,683 |
Operating costs and expenses: | ||||
Cost of revenue | 80,041 | 76,737 | 161,330 | 147,317 |
Selling and marketing expense | 67,562 | 65,329 | 131,179 | 128,919 |
General and administrative expense | 36,329 | 43,298 | 57,185 | 93,129 |
Product development expense | 15,705 | 36,233 | 51,722 | 69,385 |
Depreciation and amortization expense | 17,024 | 16,967 | 34,230 | 33,698 |
Total operating costs and expenses | 216,661 | 238,564 | 435,646 | 472,448 |
Operating earnings (loss) | 51,954 | 21,171 | 100,744 | 30,235 |
Interest income (expense), net | (9,082) | (6,110) | (18,000) | (11,329) |
Other income (expense), net | (558) | (2,969) | 917 | (6,530) |
Income (loss) before income taxes | 42,314 | 12,092 | 83,661 | 12,376 |
Income tax benefit (provision) | (4,628) | (2,743) | (12,102) | (5,356) |
Net earnings (loss) | 37,686 | 9,349 | 71,559 | 7,020 |
Net earnings (loss) attributable to noncontrolling interests | 10,291 | 2,596 | 19,547 | 1,878 |
Net earnings (loss) attributable to Bumble Inc. shareholders | $ 27,395 | $ 6,753 | $ 52,012 | $ 5,142 |
Net earnings (loss) per share attributable to Bumble Inc. shareholders | ||||
Basic earnings (loss) per share | $ 0.22 | $ 0.05 | $ 0.41 | $ 0.04 |
Diluted earnings (loss) per share | $ 0.22 | $ 0.05 | $ 0.41 | $ 0.04 |
Condensed Consolidated Statements of Comprehensive Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 37,686 | $ 9,349 | $ 71,559 | $ 7,020 |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation adjustment | (19) | 2,905 | (2,980) | 5,725 |
Total other comprehensive income (loss), net of tax | (19) | 2,905 | (2,980) | 5,725 |
Comprehensive income (loss) | 37,667 | 12,254 | 68,579 | 12,745 |
Comprehensive income (loss) attributable to noncontrolling interests | 10,286 | 3,406 | 18,743 | 3,474 |
Comprehensive income (loss) attributable to Bumble Inc. shareholders | $ 27,381 | $ 8,848 | $ 49,836 | $ 9,271 |
Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 27,395 | $ 6,753 | $ 52,012 | $ 5,142 |
Organization and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation |
Note 1 - Organization and Basis of Presentation Company Overview Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.
Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P. (“Bumble Holdings”), a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.
On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.
Assuming the exchange of all outstanding Common Units for shares of Class A common stock on a one-for-one basis under the exchange agreement entered into by holders of Common Units, there would be 172,710,243 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of June 30, 2024.
All references to the “Company,” “we,” “our” or “us” in this report are to Bumble Inc. Secondary Offering On March 8, 2023, the Company completed a secondary offering of 13.75 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the “Blackstone Selling Stockholders”) and the Founder at a price of $22.80 per share. This transaction resulted in the issuance of 7.2 million shares of Class A common stock for the period ended March 31, 2023, which were issued in exchange for Common Units held by the selling stockholders.
Bumble did not sell any shares of Class A common stock in the secondary offering and did not receive any of the proceeds from the sales. Bumble paid the costs associated with the sale of shares by the Blackstone Selling Stockholders and the Founder, net of the underwriting discounts. Basis of Presentation and Consolidation The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistent in all material respects with those applied in the Company's 2023 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2023 Form 10-K.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Summary of Selected Significant Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Selected Significant Accounting Policies | Note 2 - Summary of Selected Significant Accounting Policies Included below are selected significant accounting policies including those that were added or modified during the six months ended June 30, 2024 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2023 Form 10-K for the full list of our significant accounting policies. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, the fair value of derivatives, stock-based compensation, tax receivable agreements, and income taxes.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Share Repurchase Program Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock and reflected as a reduction of stockholders' equity within the accompanying condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.
Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.
In May 2023, the Company announced that the Board of Directors approved a share repurchase program of up to $150.0 million of its 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. The Company 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. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remains available for repurchase under the repurchase program.
See Note 12, Related Party Transactions, for additional information on share repurchases from Blackstone. Revenue Recognition Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. 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. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
During the three and six months ended June 30, 2024 and 2023, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $46.7 million and $48.7 million as of June 30, 2024 and December 31, 2023, respectively, all of which is classified as a current liability. During the three months ended June 30, 2024 and 2023, the Company recognized revenue of $6.6 million and $11.6 million, respectively, which was included in the deferred revenue balance at the beginning of each respective period. During the six months ended June 30, 2024 and 2023, the Company recognized revenue of $44.2 million and $46.2 million, respectively, that was included in the deferred revenue balance at the beginning of each respective period. Restructuring Charges Restructuring charges consist primarily of severance, relocation, asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function.
See Note 6, Restructuring Charges, for additional information on restructuring charges. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. The ASU requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid on an annual basis. ASU 2023-09 is effective for the Company beginning in fiscal year 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective for the Company beginning in the first quarter of 2025. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are not applicable to the Company. |
Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3 - Income Taxes The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Bumble Holdings. The subsidiaries of Bumble Holdings are also subject to income taxes in the foreign jurisdictions in which they operate. For the three and six months ended June 30, 2024, the Company's effective tax rate was 10.9% and 14.5%, respectively, which differs from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to noncontrolling interests, nondeductible stock-based compensation, the impact of Pillar Two minimum taxes, and a valuation allowance recorded against certain deferred tax assets arising in the current year.
For the three and six months ended June 30, 2023, our effective tax rate was 22.7% and 43.3%, respectively, which differs from the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to noncontrolling interests, nondeductible stock-based compensation, and a valuation allowance recorded against certain deferred tax assets arising in the current year. |
Payable to Related Parties Pursuant to a Tax Receivable Agreement |
6 Months Ended |
---|---|
Jun. 30, 2024 | |
Tax Receivable Agreement [Abstract] | |
Payable to Related Parties Pursuant to a Tax Receivable Agreement | Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement In connection with the 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 under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of June 30, 2024. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability to related parties of $419.3 million related to these benefits as of June 30, 2024. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $290.5 million for a total liability of $709.8 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statements of operations. During the six months ended June 30, 2024, our tax receivable agreement liability decreased by a net $10.9 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) an offsetting increase of $12.2 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities and the common stock repurchases completed in the first quarter of 2024. |
Goodwill and Intangible Assets, Net |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets, net | Note 5 - Goodwill and Intangible Assets, net Goodwill The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):
There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2024 and 2023. Intangible Assets, net A summary of the Company’s intangible assets, net is as follows (in thousands):
Amortization expense related to intangible assets, net for the three months ended June 30, 2024 and 2023 was $15.3 million and $14.6 million, respectively, and for the six months ended June 30, 2024 and 2023 was $30.7 million and $28.9 million, respectively. |
Restructuring Charges |
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Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Charges | Note 6 - Restructuring Charges 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 is expected to be completed in the third quarter of 2024, and we expect to incur approximately $20.0 million to $22.0 million of total non-recurring charges through the third quarter of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees. The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):
As of June 30, 2024, the $4.6 million remaining restructuring liability consists primarily of accrued severance costs, which are included in "Accrued expenses and other current liabilities" in the accompanying condensed consolidated balance sheets.
The following table summarizes the restructuring-related liabilities (in thousands):
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Other Financial Data |
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Other Financial Data Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Financial Data | Note 7 - Other Financial Data Consolidated Balance Sheets Information Other current assets are comprised of the following balances (in thousands):
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
Other long-term liabilities are comprised of the following balances (in thousands):
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Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 8 - Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
There were no transfers between levels between June 30, 2024 and December 31, 2023.
The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.
The Company uses interest rate derivative instruments to manage the risk related to fluctuating cash flows from interest rate changes on the debt. These instruments are not designated as hedges for accounting purposes and are recorded in “Other current assets,” “Other noncurrent assets,” “Accrued expense and other current liabilities” or “Other long-term liabilities,” with changes in fair value recognized in “Other income (expense), net.” The Company's derivative asset, which consists of interest rate swaps, is measured at fair value on a recurring basis using observable market data (Level 2) and totaled $10.0 million and $8.3 million as of June 30, 2024 and December 31, 2023, respectively. The fair value of interest rate swaps is estimated using a combined income and market-based valuation methodology based on Level 2 inputs, including forward interest rate yield curves obtained from independent pricing services. Derivative assets are included in “Other noncurrent assets” as of June 30, 2024 and “Other current assets” as of December 31, 2023 in the accompanying condensed consolidated balance sheets.
The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) and totaled $3.4 million and $22.8 million as of June 30, 2024 and December 31, 2023, respectively. Contingent earn-out liability is included in “Accrued expenses and other current liabilities” in the accompanying condensed consolidated balance sheets.
As of June 30, 2024, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150.0 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis to determine the amount of the liabilities, and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the duration of the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of June 30, 2024 and December 31, 2023, the fair value of the contingent earn-out liability reflects a risk-free rate of 5.2% and 5.0%, respectively.
The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities are sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was $(3.7) million and $(12.3) million for the three months ended June 30, 2024 and 2023, respectively, and $(19.3) million and $(12.9) million for the six months ended June 30, 2024 and 2023, respectively. |
Debt |
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Note 9 - Debt Total debt is comprised of the following (in thousands):
Credit Agreements On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (the “Borrower”) entered into a credit agreement (the “Credit Agreement”), which permitted the Company to borrow up to $625.0 million through a seven-year $575.0 million term loan (“Original Term Loan”), as well as a five-year senior secured revolving credit facility of $50.0 million (the “Revolving Credit Facility”) and $25.0 million available through letters of credit. On October 19, 2020, the Company entered into the Amendment No. 1 to the Credit Agreement, which provides for incremental borrowing of an aggregate principal amount of $275.0 million (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”).
On March 20, 2023, in connection with a Benchmark Discontinuation Event, the Company entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which provided for the transition of the benchmark interest rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”) pursuant to benchmark replacement provisions set forth in the Credit Agreement. Pursuant to the terms of Amendment No. 2, effective with the interest period beginning March 31, 2023, LIBOR was replaced with Term SOFR, a forward-looking term rate based on SOFR, plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the Revolving Credit Facility (Term SOFR plus such credit spread adjustment, “Adjusted Term SOFR”). All other terms of the Credit Agreement unrelated to the benchmark replacement and its incorporation were unchanged by Amendment No. 2. Effective March 31, 2023 all Term Loans outstanding are bearing interest based on Adjusted Term SOFR and there were no Revolving Credit Loans outstanding.
Based on the calculation of the applicable consolidated first lien net leverage ratio, the applicable margin for borrowings under the Revolving Credit Facility is between 1.00% to 1.50% with respect to base rate borrowings and between 2.00% and 2.50% with respect to (i) prior to March 31, 2023, LIBOR rate borrowings and (ii) on or after April 1, 2023, Adjusted Term SOFR borrowings. The applicable commitment fee under the revolving credit facility is between 0.375% and 0.500% per annum based upon the consolidated first lien net leverage ratio. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.
The interest rates in effect for the Original Term Loan and the Incremental Term Loan as of June 30, 2024 were 8.21% and 8.68%, respectively. The Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan Facility outstanding as of the date of the closing of the Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of amount of outstanding indebtedness during the three months ended March 31, 2021 quarterly installment payments on the Incremental Term Loan Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025. As of June 30, 2024, and at all times during the six months ended June 30, 2024, the Company was in compliance with the financial debt covenants. As the loans are issued with a floating rate of interest, the Company believes that the fair value of the obligations is approximated by the principal amount of the loans as of June 30, 2024. The carrying value of the Term Loans includes the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumes the carrying value of the debt, before any transaction costs, would closely approximate the fair value of the loan obligation with the assumptions above. |
Earnings (Loss) per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) per Share | Note 10 - Earnings (Loss) per Share The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share (in thousands):
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share (in thousands, except share amounts, and per share amounts):
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
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Stock-based Compensation |
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Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation | Note 11 - Stock-based Compensation Total stock-based compensation expense was as follows:
During the three and six months ended June 30, 2024, stock-based compensation expense decreased due to forfeitures for terminations including the reduction in force related to the Restructuring Plan. Incentive Units in Bumble Holdings The following table summarizes information around Incentive Units in Bumble Holdings:
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting Incentive Units was $1.0 million, which is expected to be recognized over a weighted-average period of 0.8 years. As of June 30, 2024, total unrecognized compensation cost related to the Exit-Vesting Incentive Units was $2.1 million, which is expected to be recognized over a weighted-average period of 1.0 years. Restricted Shares of Class A Common Stock in Bumble Inc. The following table summarizes information around restricted shares in the Company:
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting restricted shares was $6.2 thousand, which is expected to be recognized over a weighted-average period of 0.6 years. As of June 30, 2024, total unrecognized compensation cost related to the Exit-Vesting restricted shares was $24.3 thousand, which is expected to be recognized over a weighted-average period of 1.0 years. RSUs in Bumble Inc. The following table summarizes information around RSUs in the Company:
During the six months ended June 30, 2024 and 2023, the total fair value of vested RSUs as of the respective vesting dates was $21.8 million and $29.8 million, respectively. As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting RSUs was $58.3 million, which is expected to be recognized over a weighted-average period of 2.9 years. As of June 30, 2024, total unrecognized compensation cost related to the Exit-Vesting RSUs was $1.1 million, which is expected to be recognized over a weighted-average period of 1.0 years. Options The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the six months ended June 30, 2024:
The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options:
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options:
As of June 30, 2024, total unrecognized compensation cost related to the Time-Vesting options was $25.9 million, which is expected to be recognized over a weighted-average period of 3.4 years. As of June 30, 2024, total unrecognized compensation cost related to the Exit-Vesting options was $0.1 million, which is expected to be recognized over a weighted-average period of 1.1 years. |
Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Note 12 - Related Party Transactions In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).
Payable to related parties pursuant to a tax receivable agreement Concurrent with the completion of the IPO, the Company 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 (see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement). Other The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc. (“Liftoff”), a company in which Blackstone-affiliated funds hold a controlling interest. The Company uses TaskUs Inc. (“TaskUs”), a company in which Blackstone-affiliated funds holds more than 20% of ownership interests, for moderator services. Share Repurchase In December 2023, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately 4.0 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone approximately 3.2 million Common Units, which are exchangeable for shares of Class A common stock on a one-for-one basis, for an aggregate purchase price of $100 million. In March 2024, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately 2.5 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone approximately 2.0 million Common Units, which are exchangeable for shares of Class A common stock on a one-for-one basis, for an aggregate purchase price of $50 million. |
Segment and Geographic Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment and Geographic Information | Note 13 - Segment and Geographic Information The Company operates as a operating segment. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue by major geographic region is based upon the location of the customers who receive the Company's services. The information below summarizes revenue by geographic area, based on customer location (in thousands):
(1) North America revenue includes revenue from the United States and Canada. The United States is the only country with revenues of 10% or more of the Company's total revenue for the three and six months ended June 30, 2024 and 2023. |
Commitments and Contigencies |
6 Months Ended |
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Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contigencies | Note 14 - Commitments and Contingencies The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Litigation We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE, BADOO and FRUITZ marks. These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.
Litigation Related to the Illinois Biometric Information Privacy Act (the “BIPA”) In late 2021 and early 2022, four putative class action lawsuits were filed against the Company alleging that certain features of the Badoo or Bumble apps violate the Illinois BIPA. Each of these lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in one action) punitive damages. The parties reached a proposed class action settlement in these lawsuits, which were consolidated on May 30, 2024. The settlement was preliminarily approved on June 6, 2024, and the Court has set a final approval hearing for October 23, 2024. Between September 2023 and March 2024, the Company received approximately 29,000 pre-arbitration demands regarding Bumble’s alleged violation of BIPA. The parties reached a settlement to resolve all of these individual demands, and the settlement has been fully paid as of June 30, 2024. An accrual has been made based on the probable and estimable loss in connection with the aforementioned class and individual matters. For the three and six months ended June 30, 2024, we recorded nil and $2.5 million, respectively, in costs in connection with the aforementioned class and individual matters. In February 2024, an additional class action lawsuit was filed in Illinois alleging that certain features of Bumble app violate BIPA. The case has been administratively terminated, but may be reopened pending resolution of the plaintiff’s individual claims in arbitration.
Proceedings Related to the September 2021 Secondary Public Stock Offering (the “SPO”) Six shareholder derivative complaints have been filed in the United States District Court for the Southern District of New York, United States District Court for the District of Delaware and Delaware Court of Chancery against the Company and certain directors and officers asserting claims under the U.S. federal securities laws that the Registration Statement and prospectus used for the SPO contained false and misleading statements or omissions by failing to disclose certain information concerning Bumble and Badoo app paying users and related trends and issues with the Badoo app payment platform, and that as a result of the foregoing, Bumble’s business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. The Glover-Mott shareholder derivative complaint was filed in April 2022 in federal court. The Michael Schirano shareholder derivative complaint was filed in May 2023 in federal court. The United States District Court for the District of Delaware ordered the two actions consolidated in August 2023 under the caption In Re Bumble Inc. Stockholder Derivative Litigation. An amended consolidated complaint was filed in August 2023 alleging violations of Section 14(a) of the Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 29(b) of the Exchange Act, as well as for breach of fiduciary duty, waste, and unjust enrichment against, among others, management, our Board of Directors and Blackstone. The complaint seeks unspecified damages; rescission of certain employment agreements between the individual defendants and the Company, disgorgement from defendants of any improperly or unjustly obtained profits or benefits; an award of costs and disbursements, including reasonable attorneys’ fees; punitive damages; pre- and post-judgment interest, and that the Company be directed to take action to reform its corporate governance and internal procedures.
Two federal court shareholder derivative complaints were voluntarily dismissed in July 2023.
In January 2023 and February 2023, purported shareholders Alberto Sanchez and City of Vero Beach Police Officers’ Retirement Trust Fund, respectively, filed shareholder derivative complaints in the Delaware Court of Chancery. In March 2023, the Delaware Court of Chancery consolidated those actions under the caption In re Bumble Inc. Stockholder Derivative Litigation. In April 2023, the consolidated action plaintiffs filed a consolidated complaint that asserts claims for breach of fiduciary duty and unjust enrichment against, among others, management, our Board of Directors, and Blackstone. The complaint seeks unspecified damages; a finding that the individual defendants breached their fiduciary duties; disgorgement from defendants of any unjustly obtained profits or benefits; and an award of costs and disbursement, including attorneys’ fees, accountants’ fees, and experts’ fees. In October 2023, the court denied defendants’ motion to dismiss the consolidated complaint.
In August 2023, Bumble received litigation demands from (i) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed William B. Federman Irrevocable Trust derivative action in the U.S. District Court for the District of Delaware and (ii) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed Dana Messana derivative action in the U.S. District Court for the District of Delaware. Both litigation demands are directed to the Bumble Board and contains factual allegations involving the September 2021 SPO that are generally consistent with those in the derivative litigation filed in state and federal court. The letters demand, among other things, that Bumble’s Board undertake an independent investigation into alleged legal violations, and that Bumble commence a civil action to pursue related claims against any individuals who allegedly harmed Bumble. In November 2023, Bumble formed a Special Litigation Committee (“SLC”) to investigate the claims at-issue in the In Re Bumble Inc. Stockholder Derivative Litigation pending in the United States District Court for the District of Delaware and Delaware Court of Chancery, as well as the William B. Federman Irrevocable Trust and Dana Messana litigation demands. In January 2024, the Delaware Court of Chancery entered an order staying the litigation for 180 days to allow the SLC to conduct its investigation, and the United States District Court for the District of Delaware so-ordered a stipulation similarly staying the litigation until July 15, 2024 to allow the SLC to conduct its investigation. In June 2024, the stay was extended by 10 days to July 25, 2024 in both the United States District Court for the District of Delaware and the Delaware Court of Chancery. On July 25, 2024, the SLC submitted a report of its factual findings and legal analysis. The SLC determined that terminating and dismissing the litigation would best serve the interests of the Company and its stockholders. The SLC moved to terminate and dismiss with prejudice the litigation pending in the Delaware Court of Chancery, and pursuant to prior Court Order, agreed to meet and confer with the parties to the litigation pending in the United States District Court for the District of Delaware concerning proposed next steps in that litigation, including a motion by the SLC to dismiss. The SLC also informed counsel for the shareholders who brought litigation demands (William B. Federman Irrevocable Trust and Dana Messana) of its findings. Management is unable to determine a range of potential losses that is reasonably possible of occurring.
The Company has also received an inquiry from the SEC relating to the disclosures that were at issue in the SPO class action that has since been settled by the Company. The Company cannot predict at this point the length of time that the inquiry will be ongoing, the outcome or the liability, if any, that may arise therefrom.
Proceedings Related to the California Unruh Civil Rights Act (the "Unruh Act") In 2023, the Company received over 20,000 pre-arbitration demands or demands for arbitration regarding Bumble’s alleged violation of the Unruh Act as a result of its “women message first” feature. We agreed to enter into mediations, each of which concluded successfully. Following those mediations, the Company made settlement offers to each of the individual claimants. All demands other than one were withdrawn and dismissed. The last remaining demand is immaterial. On April 9, 2024, a putative class action complaint was filed against the Company in the United States District Court for the Central District of California, also alleging that Bumble’s “women message first” feature violates the Unruh Act. Plaintiffs in these lawsuits sought declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On July 8, 2024, the named plaintiffs filed a notice voluntarily dismissing the action without prejudice. From time to time, the Company is subject to patent litigations asserted by non-practicing entities. As of June 30, 2024 and December 31, 2023, the Company determined that provisions of $40.5 million and $65.8 million, respectively, reflect our best estimate of any probable future obligation for the Company’s litigations. The provisions as of June 30, 2024 and December 31, 2023, include amounts accrued in connection with the litigation related to the BIPA and mass arbitrations described above. During the three and six months ended June 30, 2024, the Company paid $5.9 million and $25.7 million, respectively, to settle litigation matters, which amount is accordingly no longer reflected in the provision as of June 30, 2024. Legal expenses are included in “General and administrative expense” in the accompanying consolidated statements of operations. Purchase Commitments In May 2023, the Company amended the agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2024, our minimum commitment remaining is $4.7 million. |
Subsequent Events |
6 Months Ended |
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Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events
On July 1, 2024, Bumble completed the acquisition by merger (the “Acquisition”) of the outstanding capital stock of Geneva Technologies, Inc. (“Geneva”), a privately held company, for an aggregate purchase price of approximately $17.0 million in cash, subject to specified purchase price adjustments. As part of the Acquisition, Bumble also entered into employment and retention agreements with key personnel of Geneva, subject to customary terms and conditions. The principal assets of Geneva, which is a pre-revenue company, are a social networking and communications platform for building friendship and community and related intellectual property rights. |
Summary of Selected Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, the fair value of derivatives, stock-based compensation, tax receivable agreements, and income taxes.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. |
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Share Repurchase Program | Share Repurchase Program Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock and reflected as a reduction of stockholders' equity within the accompanying condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.
Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.
In May 2023, the Company announced that the Board of Directors approved a share repurchase program of up to $150.0 million of its 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. The Company 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. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remains available for repurchase under the repurchase program.
See Note 12, Related Party Transactions, for additional information on share repurchases from Blackstone. |
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Revenue Recognition | Revenue Recognition Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. 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. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
During the three and six months ended June 30, 2024 and 2023, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
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Deferred Revenue | Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $46.7 million and $48.7 million as of June 30, 2024 and December 31, 2023, respectively, all of which is classified as a current liability. During the three months ended June 30, 2024 and 2023, the Company recognized revenue of $6.6 million and $11.6 million, respectively, which was included in the deferred revenue balance at the beginning of each respective period. During the six months ended June 30, 2024 and 2023, the Company recognized revenue of $44.2 million and $46.2 million, respectively, that was included in the deferred revenue balance at the beginning of each respective period. |
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Restructuring Charges | Restructuring Charges Restructuring charges consist primarily of severance, relocation, asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function.
See Note 6, Restructuring Charges, for additional information on restructuring charges. |
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Recently Adopted Accounting Pronouncement | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. The ASU requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid on an annual basis. ASU 2023-09 is effective for the Company beginning in fiscal year 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective for the Company beginning in the first quarter of 2025. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are not applicable to the Company. |
Summary of Selected Significant Accounting Policies (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Revenue Across Apps | For the periods presented, revenue across apps was as follows (in thousands):
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Goodwill and Intangible Assets, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Carrying amount of Goodwill | The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):
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Summary of Intangible Assets, Net | A summary of the Company’s intangible assets, net is as follows (in thousands):
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Restructuring Charges (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of total restructuring changes by function | The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):
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Summary of restructuring related liabilities | The following table summarizes the restructuring-related liabilities (in thousands):
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Other Financial Data (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Financial Data Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Other Current Assets | Other current assets are comprised of the following balances (in thousands):
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Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
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Summary of Other Non-current Liabilities | Other long-term liabilities are comprised of the following balances (in thousands):
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Fair Value Measurements (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
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Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Debt | Total debt is comprised of the following (in thousands):
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Earnings (Loss) per Share / Unit (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Basic and Diluted Net Earnings (Loss) Per Share | The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share (in thousands):
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share (in thousands, except share amounts, and per share amounts):
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Schedule of Potentially Dilutive Securities Excluded From the Diluted Earnings (Loss) Per Share | The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
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Stock-based Compensation (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Total Stock-based Compensation Cost | Total stock-based compensation expense was as follows:
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Summary of Assumption Ranges and Fair Value Per Unit | The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the six months ended June 30, 2024:
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Incentive Units | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Information Around Incentive Units in Bumble Holdings | The following table summarizes information around Incentive Units in Bumble Holdings:
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RSU's | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Information about Restricted Shares | The following table summarizes information around restricted shares in the Company:
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Summary of Time Vesting RSUs and Exit Vesting RSUs Granted | The following table summarizes information around RSUs in the Company:
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Time-Vesting Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Time Vesting RSUs and Exit Vesting RSUs Granted | The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options:
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Exit-Vesting Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Option Activity Related to Time-Vesting Stock Options and Exit-Vesting Stock Options | The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options:
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Related Party Transactions (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of transactions with related parties | In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).
|
Segment and Geographic Information (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Revenue by Geographic Area | The information below summarizes revenue by geographic area, based on customer location (in thousands):
|
Organization and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Mar. 08, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Class Of Stock [Line Items] | |||||
General and administrative expense | $ 36,329 | $ 43,298 | $ 57,185 | $ 93,129 | |
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Assumed shares outstanding upon exchange of common units on one-for-one basis | 172,710,243 | 172,710,243 | |||
Class A Common Stock | Secondary Offering | |||||
Class Of Stock [Line Items] | |||||
Number of shares issued | 13,750,000 | ||||
Offering price per share | $ 22.8 | ||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs | $ 7,200 |
Summary of Selected Significant Accounting Policies - Summary of Revenue Across Apps (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 268,615 | $ 259,735 | $ 536,390 | $ 502,683 |
Bumble App | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 217,984 | 207,977 | 433,740 | 402,254 |
Badoo App and Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 50,631 | $ 51,758 | $ 102,650 | $ 100,429 |
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Schedule Of Income Tax Disclosure [Line Items] | ||||
Federal income tax rate | 21.00% | 21.00% | ||
Effective Income Tax Rate | 10.90% | 22.70% | 14.50% | 43.30% |
Net income tax benefit | $ (4,628) | $ (2,743) | $ (12,102) | $ (5,356) |
Payable to Related Parties Pursuant to a Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended |
---|---|---|
Mar. 31, 2024 |
Jun. 30, 2024 |
|
Schedule Of Tax Receivable Agreement [Line Items] | ||
Percentage of tax receivable agreement | 85.00% | |
Tax receivable agreement liability for related parties | $ 419.3 | |
Tax receivable agreement additional liability | 290.5 | |
Tax receivable agreement liability, total | 709.8 | |
Total net change of tax receivable agreement liability | 10.9 | |
Partnership Interests | $ 12.2 | |
IPO | ||
Schedule Of Tax Receivable Agreement [Line Items] | ||
Deferred tax benefit | $ 0.0 | |
Class A Common Stock | ||
Schedule Of Tax Receivable Agreement [Line Items] | ||
Tax receivable agreement liability for related parties | $ 23.1 |
Business Combination - Summary of Purchase Price Allocation to Estimated Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Less fair value of net assets acquired: | ||
Goodwill | $ 1,584,546 | $ 1,585,750 |
Business Combination - Summary of Fair Values of Identifiable Intangible Assets Acquired at Date of Sponsor Acquisition (Details) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
User Base | ||
Business Acquisition [Line Items] | ||
Weighted- Average Useful Life (Years) | 4 months 24 days | 6 months |
Goodwill and Intangible Assets, Net - Summary of Changes in Carrying amount of Goodwill (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2024
USD ($)
| |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 1,585,750 |
Foreign currency translation adjustment | (1,204) |
Ending balance | $ 1,584,546 |
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charges for goodwill and indefinite-lived intangible asset | $ 0 | $ 0 | $ 0 | $ 0 |
Amortization expense related to intangible assets, net | $ 15,300 | $ 14,600 | $ 30,700 | $ 28,900 |
Restructuring Charges - Additional Information (Details) $ in Thousands |
6 Months Ended | 9 Months Ended | |
---|---|---|---|
Jun. 30, 2024
USD ($)
|
Sep. 30, 2024
USD ($)
|
Feb. 27, 2024
Employees
|
|
Restructuring Cost and Reserve [Line Items] | |||
Number of Employees Retrenched due to Restructuring | Employees | 350 | ||
Restructuring charges | $ 19,773 | ||
Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued severance cost | $ 4,600 | ||
Maximum [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 22,000 | ||
Minimum [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 20,000 |
Restructuring Charges - Schedule of restructuring changes by function (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2024 |
|
Restructuring Cost and Reserve [Line Items] | ||
Restructuring changes | $ 3,157 | $ 19,773 |
Cost of Revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring changes | 85 | 1,006 |
Selling and Marketing Expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring changes | 163 | 3,247 |
General and Administrative Expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring changes | 1,482 | 6,072 |
Product Development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring changes | $ 1,427 | $ 9,448 |
Restructuring Charges - Summary of restructuring related liabilities (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2024
USD ($)
| |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 0 |
Restructuring charges | 19,773 |
Cash Payments | (15,208) |
Ending Balance | 4,565 |
Employee Related Benefits | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 0 |
Restructuring charges | 18,445 |
Cash Payments | (14,662) |
Ending Balance | 3,783 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 0 |
Restructuring charges | 1,328 |
Cash Payments | (546) |
Ending Balance | $ 782 |
Other Financial Data - Summary of Other Current Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Other Assets [Abstract] | ||
Capitalized aggregator fees | $ 11,863 | $ 12,390 |
Prepayments | 12,485 | 9,831 |
Other receivables | 6,773 | 12,511 |
Total other current assets | $ 31,121 | $ 34,732 |
Other Financial Data - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Payables and Accruals [Abstract] | ||
Legal liabilities | $ 40,532 | $ 65,761 |
Payroll and related expenses | 19,503 | 29,355 |
Marketing expenses | 23,477 | 22,622 |
Professional fees | 10,439 | 8,724 |
Lease liabilities | 1,716 | 1,171 |
Income tax payable | 5,319 | 958 |
Contingent earn-out liability | 3,415 | 22,758 |
Payable to related parties pursuant to a tax receivable agreement | 0 | 22,807 |
Other accrued expenses and other payables | 13,501 | 11,643 |
Total accrued expenses and other current liabilities | $ 117,902 | $ 185,799 |
Other Financial Data - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Other Liabilities, Noncurrent [Abstract] | ||
Lease liabilities | $ 11,606 | $ 13,273 |
Other liabilities | 1,405 | 1,434 |
Total other liabilities | $ 13,011 | $ 14,707 |
Debt - Summary of Debt (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Debt Disclosure [Abstract] | ||
Loans Payable, Noncurrent, Total | $ 624,188 | $ 627,063 |
Less: unamortized debt issuance costs | 5,244 | 6,137 |
Current portion of long-term debt, net | 5,750 | 5,750 |
Long-term debt, net | $ 613,194 | $ 615,176 |
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Mar. 08, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Class Of Stock [Line Items] | ||||
Repayment of term loan | $ 2,875 | $ 2,875 | ||
Number of shares authorized | 600,000,000 | 600,000,000 | ||
Par value | $ 0.01 | $ 0.01 | ||
Preferred stock issued | 0 | 0 | ||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares authorized | 6,000,000,000 | 6,000,000,000 | ||
Par value | $ 0.01 | $ 0.01 | ||
Common stock outstanding | 126,468,688 | 130,687,629 | ||
Class B Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares authorized | 1,000,000 | 1,000,000 | ||
Par value | $ 0.01 | $ 0.01 | ||
Common stock outstanding | 20 | 20 | ||
Secondary Offering | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares issued | 13,750,000 | |||
Offering price per share | $ 22.8 |
Stock-based Compensation - Summary of Assumption Ranges and Fair Value Per Unit (Details) - Time Vesting Options Granted |
6 Months Ended |
---|---|
Jun. 30, 2024
$ / shares
| |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Volatility, Maximum | 58.00% |
Expected Life | 7 years |
Risk-free rate, Minimum | 4.00% |
Risk-free rate, Maximum | 4.60% |
Dividend yield | 0.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value per unit | $ 6.67 |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value per unit | $ 8.95 |
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
Related Party Transaction [Line Items] | ||||||
Selling and marketing expense | $ 67,562 | $ 65,329 | $ 131,179 | $ 128,919 | ||
TaskUs | ||||||
Related Party Transaction [Line Items] | ||||||
Subsidiary, Ownership Percentage, Parent | 20.00% | 20.00% | ||||
Share Repurchase Program [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repurchased of Common Units | 2,000,000 | |||||
Common stock, conversion basis | one-for-one | |||||
Aggregate Purchase Price Of Common Stock | $ 50,000 | |||||
Class A Common Stock | Share Repurchase Program [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repurchased of Common Units | 2,500,000 | 4,000,000 | ||||
Remaining Number of Shares Authorized to be Repurchased | 3,200,000 | |||||
Aggregate Purchase Price Of Common Stock | $ 100,000 |
Segment and Geographic Information - Additional Information (Details) - Segment |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Segment Reporting Information [Line Items] | ||||
Number of operating segments | 1 | |||
United States | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, percent | 10.00% | 10.00% | 10.00% | 10.00% |
Segment and Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 268,615 | $ 259,735 | $ 536,390 | $ 502,683 | ||
North America | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | [1] | 141,682 | 148,890 | 285,277 | 290,447 | |
Rest of the World | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 126,933 | $ 110,845 | $ 251,113 | $ 212,236 | ||
|
Segment and Geographic Information - Summary of Property and Equipment by Geographic Area (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Segment Reporting Information [Line Items] | ||
Property and equipment (net of accumulated depreciation of $18,838 and $15,831, respectively) | $ 10,062 | $ 12,462 |
Commitments and Contigencies - Additional Information (Details) $ in Thousands |
1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
---|---|---|---|---|---|---|
Jan. 31, 2024 |
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
USD ($)
|
Mar. 31, 2024
PreArbritration
|
Dec. 31, 2023
USD ($)
|
May 31, 2023
USD ($)
|
|
Loss Contingencies [Line Items] | ||||||
Liabilities | $ 1,226,242 | $ 1,226,242 | $ 1,287,854 | |||
Pre-arbitration demands | PreArbritration | 29,000 | |||||
Costs in connection with the aforementioned matters | 0 | 2,500 | ||||
Provisions assessed | 40,500 | $ 65,800 | ||||
Litigation settlement, expense | 5,900 | 25,700 | ||||
Litigation term | 180 days | |||||
Minimum commitment remaining | $ 4,700 | $ 4,700 | ||||
Purchase Commitment [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Commitments period | 18 months | |||||
Spend amount | $ 12,000 | |||||
Purchase Commitment [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Commitments payment | $ 12,000 |
Subsequent Events - Additional Information (Details) $ in Millions |
Jul. 01, 2024
USD ($)
|
---|---|
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
aggregate purchase price of stock | $ 17.0 |
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