8-K
Bumble Inc. (BMBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2023
Bumble Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40054 | 85-3604367 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1105 West 41st Street, Austin, Texas | 78756 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (512) 696-1409
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.01 per share | BMBL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2023, Bumble Inc. issued a press release announcing earnings for the fourth quarter and full year ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press release of Bumble Inc., dated February 22, 2023, announcing earnings for the fourth quarter and full year ended December 31, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| BUMBLE INC. | ||
|---|---|---|
| Date: February 22, 2023 | By: | /s/ Anuradha B. Subramanian |
| Name: | Anuradha B. Subramanian | |
| Title: | Chief Financial Officer |
EX-99
Exhibit 99.1
Bumble Inc. Announces Fourth Quarter and Full Year 2022 Results
Total Revenue in 2022 Increased 19% to $903.5 million
Fourth Quarter Bumble App Revenue Increased 28% to $190.8 million
Fourth Quarter Bumble App Paying Users Increased 35% to 2.2 million; Grew 133,000 Quarter Over Quarter
AUSTIN, Texas, February 22, 2023 - Bumble Inc. (NASDAQ: BMBL), the parent company of Bumble, Badoo, and Fruitz, today reported financial results for the fourth quarter and full year ended December 31, 2022.
“We achieved strong results in 2022 by advancing our powerful products, technology and mission to create kind connections” said Whitney Wolfe Herd, Founder and CEO of Bumble Inc. “By delivering unique and engaging product experiences built upon a foundation of trust and safety, our team is realizing the tremendous potential of our brands. The momentum of our business continues to strengthen our confidence in our long term opportunity.”
Fourth Quarter 2022 Financial and Operational Highlights:
(All comparisons relative to the Fourth Quarter 2021)
• Total Revenue increased 16.7% to $241.6 million, compared to $207.0 million. This includes an unfavorable impact of $12.7 million from foreign currency movements year over year.
o Bumble App revenue grew 27.7% to $190.8 million, compared to $149.4 million. This includes an unfavorable impact of $7.1 million from foreign currency movements year over year.
o Badoo App and Other revenue declined (11.9)% to $50.8 million, compared to $57.6 million. This includes an unfavorable impact of $5.6 million from foreign currency movements year over year.
• Total Paying Users increased 14.4% to 3.4 million, compared to 3.0 million.
• Total Average Revenue per Paying User ("ARPPU") increased to $23.01, compared to $22.69.
• Net loss was $159.2 million or (65.9)% of revenue, compared to net loss of $13.9 million, or (6.7)% of revenue.
• Adjusted EBITDA was $60.5 million, or 25.0% of revenue, compared to $54.8 million, or 26.4% of revenue.
Full Year 2022 Operational and Financial Highlights:
(All comparisons relative to the Full Year 2021)
• Revenue increased 18.7% to $903.5 million, compared to $760.9 million. This includes an unfavorable impact of $41.1 million from foreign currency movements year over year.
o Bumble App revenue grew 31.4% to $694.3 million, compared to $528.6 million. This includes an unfavorable impact of $20.9 million from foreign currency movements year over year.
o Badoo App and Other revenue declined (10.0)% to $209.2 million, compared to $232.3 million. This includes an unfavorable impact of $20.2 million from foreign currency movements year over year.
• Total Paying Users increased 10.0% to 3.2 million, compared to 2.9 million.
• Total ARPPU was $23.03, compared to $21.55.
• Net loss was $(114.1) million, or (12.6)% of revenue, compared to net earnings of $281.7 million, or 37.0% of revenue.
• Adjusted EBITDA was $226.9 million, or 25.1% of revenue, compared to $207.2 million, or 27.2% of revenue.
“We delivered total revenue growth of 19% and an adjusted EBITDA margin of 25% in 2022,” said Anu Subramanian, Chief Financial Officer of Bumble Inc. “The resilience of our business is underscored by Bumble App’s half a million paying user net additions and healthy 31% revenue increase for the full year. By meaningfully expanding our offerings and extending our reach across the globe, we believe we are on a path to scale our business and deliver profitable growth again in 2023.”
Key Operating Metrics:
The following metrics were calculated excluding paying users and revenue generated from Fruitz. Please refer to the Definitions section for more information.
| (in thousands, except ARPPU) | Quarter<br>Ended<br>December<br>31, 2022 | Quarter<br>Ended<br>December<br>31, 2021 | Year Ended<br>December 31,<br>2022 | Year Ended<br>December 31,<br>2021 | ||||
|---|---|---|---|---|---|---|---|---|
| Bumble App Paying Users | 2,221.1 | 1,640.7 | 2,002.2 | 1,499.8 | ||||
| Badoo App and Other Paying Users | 1,188.2 | 1,338.2 | 1,179.7 | 1,394.1 | ||||
| Total Paying Users | 3,409.3 | 2,978.9 | 3,181.9 | 2,893.9 | ||||
| Bumble App Average Revenue per Paying User | $ | 28.64 | $ | 30.36 | $ | 28.90 | $ | 29.37 |
| Badoo App and Other Average Revenue per Paying User | $ | 12.48 | $ | 13.30 | $ | 13.06 | $ | 13.13 |
| Total Average Revenue per Paying User | $ | 23.01 | $ | 22.69 | $ | 23.03 | $ | 21.55 |
Balance Sheet:
As of December 31, 2022, total cash and cash equivalents were $402.6 million and total debt was $625.0 million.
Information about Bumble's use of non-GAAP financial measures is provided below under “Non-GAAP Financial Measures.”
Financial results will not be final until Bumble files its Annual Report on Form 10-K for the period.
Financial Outlook:
A reconciliation of Adjusted EBITDA to GAAP net earnings (loss) and Adjusted EBITDA margin growth to GAAP net earnings (loss) margin growth which is growth in GAAP net earnings (loss) as a percentage of revenue has not been provided for the outlook included herein as the quantification of certain items included in the calculation of GAAP net earnings (loss) cannot be calculated or predicted at this time without unreasonable efforts. For example, the non-GAAP adjustment for stock-based compensation expense requires additional inputs such as number of shares granted and market price that are not currently ascertainable, and the non-GAAP adjustment for certain legal, tax and regulatory reserves and expenses depends on the timing and magnitude of these expenses and cannot be accurately forecasted. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.
Bumble anticipates total revenue, adjusted EBITDA and adjusted EBITDA margin for the quarter ending March 31, 2023 and year ending December 31, 2023 to be:
First quarter 2023
• Total revenue in the range of $238 million to $243 million.
• Bumble App revenue of $190 million to $193 million.
• Adjusted EBITDA in the range of $53 million to $56 million.
The revenue outlook for first quarter 2023 is based on the following considerations:
• An unfavorable impact of approximately $10 million of revenue from foreign currency movements as well as from the Ukraine conflict due to the company's subsequent decision to remove all of its apps from the Apple App Store and Google Play Store in Russia and Belarus. This will predominantly impact Badoo App and Other revenue.
Full year 2023
• Total revenue year over year growth in the range of 16% to 19%.
• Bumble App year over year revenue growth in the range of 22% to 25%.
• Adjusted EBITDA margin growth of approximately 100 basis points.
Actual results may differ materially from Bumble’s financial outlook as a result of, among other things, the factors described under “Forward-Looking Statements” below.
Revision of Previously Issued Financial Statements:
Certain prior period amounts included in this press release have been revised. As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Q3 10-Q”), the Company identified certain prior period adjustments, including with respect to the recognition and presentation of debt issuance costs and refunds from third-party aggregators, for the 2020 annual financial statements, 2021 quarterly and annual financial statements and quarterly financial statements for the three months ended June 30, 2022 and March 31, 2022. These revisions were not material to the prior periods and do not affect the ongoing operations of the Company or adjusted EBITDA. A quantification of the impact of these adjustments on each financial statement line item was included in the Q3 10-Q.
Conference Call and Webcast Information
Bumble will host a live webcast of its conference call to discuss its fourth quarter and full year 2022 financial results at 4:30 p.m. Eastern Time today, February 22, 2023. A webcast of the call and other information related to the call will be accessible on the Investors section of the Company’s website at https://ir.bumble.com. A webcast replay will be available approximately two hours after the conclusion of the live event.
Definitions
Total Revenue is the sum of Bumble App Revenue and Badoo App and Other Revenue.
Total Paying Users is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.
Total Average Revenue per Paying User is a metric calculated based on Total Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by the Total Paying Users in such period divided by the number of months in the period.
Bumble App Revenue is revenue derived from purchases or renewals of a Bumble app subscription plan and/or in-app purchases on Bumble app in the relevant period.
Bumble App Paying User is a user that has purchased or renewed a Bumble app subscription plan and/or made an in-app purchase on Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.
Bumble App Average Revenue per Paying User is a metric calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.
Badoo App and Other revenue is revenue derived from purchases or renewals of a Badoo app subscription plan and/or in-app purchases on Badoo app in the relevant period, purchases on one of our other apps that we owned and operated in the relevant period, purchases on other third party apps that used our technology in the relevant period and advertising, partnerships or affiliates revenue in the relevant period.
Badoo App and Other Paying User is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month (excluding Fruitz) or made a purchase on one of our other apps that we owned and operated in a given month, or purchase on other third-party apps that used our technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.
Badoo App and Other Average Revenue per Paying User is a metric calculated based on Badoo App and Other Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.
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. These measures include: adjusted EBITDA, adjusted EBITDA margin, free cash flow and free cash flow conversion. We believe adjusted EBITDA and adjusted EBITDA margin provide visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest (income) expense, depreciation and
amortization, 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 and impairment loss, as management does not believe these expenses are representative of our core earnings. 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 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 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.
Adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) is defined as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, 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 and impairment loss.
Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.
Free cash flow is defined 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).
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements reflecting our current views with respect to, among other things, our operations, our financial performance and our industry and other non-historical statements, including without limitation the statements in the “Financial Outlook” section of this press release. 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:
• our ability to retain existing users or attract new users and to convert users to paying users
• competition and changes in the competitive landscape of our market
• our ability to distribute our dating products through third parties, such as Apple App Store or Google Play Store, and offset related fees
• the impact of data security breaches or cyber attacks on our systems and the costs of remediation related to any such incidents
• the continued development and upgrading of our technology platform and our ability to adapt to rapid technological developments and changes in a timely and cost-effective manner
• our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of infringement, misappropriation or other violations of third-party intellectual property
• our ability to comply with complex and evolving U.S. and international laws and regulations relating to our business, including sanctions and data privacy laws
• foreign currency exchange rate fluctuations
• risks relating to certain of our international operations, including geopolitical conditions and successful expansion into new markets
• the impact of current developments in Russia, Ukraine and surrounding countries on our business and users, including the impact of our decision to discontinue our operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus
• affiliates of Blackstone Inc.’s (“Blackstone”) and our Founder’s control of us
• the outsized voting rights of affiliates of Blackstone and our Founder
• the inability to attract hire and retain a highly qualified and diverse workforce, or maintain our corporate culture
• changes in business or macroeconomic conditions, including lower consumer confidence in our business or in the online dating industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, changes in inflation or interest rates, political unrest, armed conflicts, natural disasters or the impact of the Coronavirus Disease 2019 (and other widespread health emergencies or pandemics) and measures taken in response
For additional information on these and other factors that could cause Bumble’s actual results to differ materially from expected results, please see our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2021 and our subsequent periodic filings, which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
About Bumble
Bumble Inc. is the parent company of Bumble, Badoo, and Fruitz. The Bumble platform enables people to connect and build equitable and healthy relationships. Founded by CEO Whitney Wolfe Herd in 2014, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date), friendship (Bumble BFF) and professional networking (Bumble Bizz). Badoo, which was founded in 2006, is one of the pioneers of web and mobile dating products. Fruitz, founded in 2017, encourages open and honest communication of dating intentions through playful fruit metaphors. For more information about Bumble, please visit www.bumble.com and follow @Bumble on social platforms.
Source: Bumble Inc.
Investor Contact
ir@team.bumble.com
Media Contact
press@team.bumble.com
Bumble Inc.
Consolidated Balance Sheets
(in thousands, except share and per share information)
| December 31,<br>2021 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash and cash equivalents | 402,559 | $ | 369,175 | ||
| Accounts receivable, net | 66,930 | 47,538 | |||
| Other current assets | 31,882 | 52,751 | |||
| Total current assets | 501,371 | 469,464 | |||
| Right-of-use assets | 17,419 | 26,410 | |||
| Property and equipment, net | 14,467 | 14,627 | |||
| Goodwill | 1,579,770 | 1,540,112 | |||
| Intangible assets, net | 1,524,428 | 1,696,798 | |||
| Deferred tax assets, net | 24,050 | 19,572 | |||
| Other noncurrent assets | 31,116 | 10,013 | |||
| Total assets | 3,692,621 | $ | 3,776,996 | ||
| LIABILITIES AND BUMBLE INC. SHAREHOLDERS' EQUITY | |||||
| Accounts payable | 3,367 | $ | 19,169 | ||
| Deferred revenue | 46,108 | 39,569 | |||
| Accrued expenses and other current liabilities | 156,443 | 111,482 | |||
| Current portion of long-term debt, net | 5,750 | 5,750 | |||
| Total current liabilities | 211,668 | 175,970 | |||
| Long-term debt, net | 619,223 | 623,231 | |||
| Deferred tax liabilities, net | 8,077 | — | |||
| Payable to related parties pursuant to a tax receivable agreement | 385,486 | 388,780 | |||
| Other liabilities | 14,588 | 119,246 | |||
| Total liabilities | 1,239,042 | $ | 1,307,227 | ||
| Commitments and contingencies | |||||
| Bumble Inc. Shareholders’ Equity: | |||||
| Class A common stock (par value 0.01 per share, 6,000,000,000 shares authorized; 129,774,299 and 129,212,949 shares issued and outstanding as of December 31, 2022 and 2021, respectively) | 1,298 | 1,292 | |||
| Class B common stock (par value 0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of December 31, 2022 and 2021, respectively) | — | — | |||
| Preferred stock (par value 0.01; 600,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021, respectively) | — | — | |||
| Additional paid-in capital | 1,691,911 | 1,588,426 | |||
| Accumulated deficit | (139,871 | ) | (60,125 | ) | |
| Accumulated other comprehensive income | 74,477 | 78,603 | |||
| Total Bumble Inc. shareholders’ equity | 1,627,815 | 1,608,196 | |||
| Noncontrolling interests | 825,764 | 861,573 | |||
| Total shareholders’ equity | 2,453,579 | 2,469,769 | |||
| Total liabilities and shareholders’ equity | 3,692,621 | $ | 3,776,996 |
All values are in US Dollars.
Bumble Inc.
Consolidated Statements of Operations
(in thousands, except per share / unit data)
| Quarter<br>Ended<br>December 31, <br>2022 | Quarter<br>Ended<br>December 31, <br>2021 | Year<br>Ended<br>December 31,<br>2022 | Year<br>Ended<br>December 31,<br>2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 241,628 | $ | 207,044 | $ | 903,503 | $ | 760,910 | ||||
| Operating costs and expenses: | ||||||||||||
| Cost of revenue | 67,788 | 53,573 | 249,490 | 205,171 | ||||||||
| Selling and marketing expense | 68,641 | 60,057 | 249,269 | 211,711 | ||||||||
| General and administrative expense | 211,664 | 50,107 | 319,300 | 265,738 | ||||||||
| Product development expense | 25,096 | 21,720 | 98,575 | 105,917 | ||||||||
| Depreciation and amortization expense | 15,878 | 26,174 | 89,713 | 107,056 | ||||||||
| Total operating costs and expenses | 389,067 | 211,631 | 1,006,347 | 895,593 | ||||||||
| Operating earnings (loss) | (147,439 | ) | (4,587 | ) | (102,844 | ) | (134,683 | ) | ||||
| Interest income (expense) | (5,617 | ) | (5,713 | ) | (24,063 | ) | (24,574 | ) | ||||
| Other income (expense), net | (8,540 | ) | (4,329 | ) | 16,189 | 3,160 | ||||||
| Income (loss) before income tax | (161,596 | ) | (14,629 | ) | (110,718 | ) | (156,097 | ) | ||||
| Income tax benefit (provision) | 2,350 | 716 | (3,406 | ) | 437,837 | |||||||
| Net earnings (loss) | (159,246 | ) | (13,913 | ) | (114,124 | ) | 281,740 | |||||
| Net earnings (loss) attributable to noncontrolling interests | (48,676 | ) | (1,472 | ) | (34,378 | ) | (28,075 | ) | ||||
| Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners / Worldwide Vision Limited shareholders | $ | (110,570 | ) | $ | (12,441 | ) | $ | (79,746 | ) | $ | 309,815 | |
| Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners | ||||||||||||
| Basic earnings (loss) per share / unit | $ | (0.85 | ) | $ | (0.07 | ) | $ | (0.62 | ) | $ | 1.50 | |
| Diluted earnings (loss) per share / unit | $ | (0.85 | ) | $ | (0.07 | ) | $ | (0.62 | ) | $ | 1.45 |
Bumble Inc.
Consolidated Statements of Cash Flows
(in thousands)
| Quarter<br>Ended<br>December 31, <br>2022 | Quarter<br>Ended<br>December 31, <br>2021 | Year<br>Ended<br>December 31,<br>2022 | Year<br>Ended<br>December 31,<br>2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||||||
| Net earnings (loss) | $ | (159,246 | ) | $ | (13,913 | ) | $ | (114,124 | ) | $ | 281,740 | |
| Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation and amortization | 15,878 | 26,174 | 89,713 | 107,056 | ||||||||
| Impairment loss | 141,000 | 26,431 | 145,388 | 26,431 | ||||||||
| Gain on settlement of lease liabilities | (2,140 | ) | — | (2,140 | ) | — | ||||||
| Loss on extinguishment of long term debt | — | — | — | 3,398 | ||||||||
| Change in fair value of interest rate swap | 1,318 | (3,804 | ) | (17,086 | ) | (6,593 | ) | |||||
| Change in fair value of contingent earn-out liability | (735 | ) | (21,759 | ) | (47,134 | ) | 55,900 | |||||
| Tax receivable agreement liability remeasurement expense | 5,332 | 2,799 | 5,332 | 1,112 | ||||||||
| Non-cash lease expense | 1,060 | 1,191 | 4,539 | 5,438 | ||||||||
| Deferred income tax | 1,047 | (5,300 | ) | (5,454 | ) | (448,395 | ) | |||||
| Stock-based compensation expense | 33,829 | 24,408 | 111,008 | 123,910 | ||||||||
| Net foreign exchange difference | 16,984 | 10,949 | 2,571 | 8,692 | ||||||||
| Research and development tax credit | (1,191 | ) | (1,322 | ) | (1,191 | ) | (1,322 | ) | ||||
| Other, net | (2,375 | ) | (1,468 | ) | (3,553 | ) | 3,946 | |||||
| Changes in assets and liabilities: | ||||||||||||
| Accounts receivable | (15,547 | ) | (4,999 | ) | (20,723 | ) | (9,953 | ) | ||||
| Other current assets | 2,703 | 29,612 | 22,964 | 24,328 | ||||||||
| Accounts payable | (4,156 | ) | 9,593 | (13,997 | ) | (3,531 | ) | |||||
| Deferred revenue | 1,210 | 881 | 5,889 | 8,654 | ||||||||
| Legal liabilities | 19,125 | (746 | ) | 11,995 | (46,377 | ) | ||||||
| Lease liabilities | (2,747 | ) | (1,114 | ) | (5,984 | ) | (5,464 | ) | ||||
| Accrued expenses and other current liabilities | (111 | ) | 6,290 | (34,991 | ) | (25,081 | ) | |||||
| Other, net | (66 | ) | 677 | (81 | ) | 948 | ||||||
| Net cash provided by (used in) operating activities | 51,172 | 84,580 | 132,941 | 104,837 | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Capital expenditures | (5,022 | ) | (4,265 | ) | (16,333 | ) | (13,653 | ) | ||||
| Acquisition of business, net of cash acquired | — | — | (69,720 | ) | — | |||||||
| Other, net | — | 1,138 | — | 1,169 | ||||||||
| Net cash used in investing activities | (5,022 | ) | (3,127 | ) | (86,053 | ) | (12,484 | ) | ||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs | — | — | — | 2,358,371 | ||||||||
| Payments to purchase and retire common stock | — | — | — | (1,018,365 | ) | |||||||
| Purchase of Common Units from Pre-IPO Common Unitholders <br>in the initial public offering | — | — | — | (973,289 | ) | |||||||
| Proceeds from exercise of options | — | — | — | 545 | ||||||||
| Repayment of term loan | (1,437 | ) | (1,438 | ) | (5,750 | ) | (206,438 | ) | ||||
| Withholding tax paid on behalf of employees on stock based awards | (1,852 | ) | — | (9,204 | ) | (9,338 | ) | |||||
| Net cash (used in) provided by financing activities | (3,289 | ) | (1,438 | ) | (14,954 | ) | 151,486 | |||||
| Effects of exchange rate changes on cash and cash equivalents | (7,708 | ) | (2,415 | ) | 5,933 | (2,950 | ) | |||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | 35,153 | 77,600 | 37,867 | 240,889 | ||||||||
| Cash and cash equivalents and restricted cash, beginning of the period | 371,889 | 291,575 | 369,175 | 128,286 | ||||||||
| Cash and cash equivalents and restricted cash, end of the period | $ | 407,042 | $ | 369,175 | $ | 407,042 | $ | 369,175 | ||||
| Less restricted cash | (4,483 | ) | — | (4,483 | ) | — | ||||||
| Cash and cash equivalents, end of the period | $ | 402,559 | $ | 369,175 | $ | 402,559 | $ | 369,175 |
Bumble Inc.
Reconciliation of GAAP to NON-GAAP Financial Measures
Reconciliation of Net Earnings (Loss) to Adjusted EBITDA and Reconciliation of Net Cash Provided By (Used in) Operating Activities to Free Cash Flow
| (in thousands, except percentages) | Quarter<br>Ended<br>December 31, <br>2022 | Quarter<br>Ended<br>December 31, <br>2021 | Year<br>Ended<br>December 31,<br>2022 | Year<br>Ended<br>December 31,<br>2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net earnings (loss) | $ | (159,246 | ) | $ | (13,913 | ) | $ | (114,124 | ) | $ | 281,740 | |
| Add back: | ||||||||||||
| Income tax (benefit) provision | (2,350 | ) | (716 | ) | 3,406 | (437,837 | ) | |||||
| Interest (income) expense | 5,617 | 5,713 | 24,063 | 24,574 | ||||||||
| Depreciation and amortization | 15,878 | 26,174 | 89,713 | 107,056 | ||||||||
| Stock-based compensation expense | 33,829 | 24,408 | 111,008 | 123,910 | ||||||||
| Employer costs related to stock-based compensation(1) | 426 | — | 2,054 | 2,438 | ||||||||
| Litigation costs, net of insurance reimbursements(2) | 18,645 | 3,149 | 22,734 | 6,943 | ||||||||
| Foreign exchange (gain) loss (3) | 2,371 | 6,174 | (3,679 | ) | 132 | |||||||
| Changes in fair value of interest rate swaps(4) | 1,318 | (3,804 | ) | (17,086 | ) | (6,593 | ) | |||||
| Transaction and other costs(5) | (1,643 | ) | 861 | 5,226 | 22,491 | |||||||
| Changes in fair value of contingent earn-out liability | (735 | ) | (21,759 | ) | (47,134 | ) | 55,900 | |||||
| Changes in fair value of investments | 56 | (767 | ) | 18 | (1,100 | ) | ||||||
| Tax receivable agreement liability remeasurement expense(6) | 5,332 | 2,799 | 5,332 | 1,112 | ||||||||
| Impairment loss(7) | 141,000 | 26,431 | 145,388 | 26,431 | ||||||||
| Adjusted EBITDA | $ | 60,498 | $ | 54,750 | $ | 226,919 | $ | 207,197 | ||||
| Net earnings (loss) margin(8) | (65.9 | )% | (6.7 | )% | (12.6 | )% | 37.0 | % | ||||
| Adjusted EBITDA Margin | 25.0 | % | 26.4 | % | 25.1 | % | 27.2 | % | ||||
| Net cash provided by (used in)<br> operating activities | $ | 51,172 | $ | 84,580 | $ | 132,941 | $ | 104,837 | ||||
| Less: | ||||||||||||
| Capital expenditures | (5,022 | ) | (4,265 | ) | (16,333 | ) | (13,653 | ) | ||||
| Free Cash Flow | $ | 46,150 | $ | 80,315 | $ | 116,608 | $ | 91,184 | ||||
| Operating Cash Flow Conversion | (32.1 | )% | (607.9 | )% | (116.5 | )% | 37.2 | % | ||||
| Free Cash Flow Conversion | 76.3 | % | 146.7 | % | 51.4 | % | 44.0 | % |
(1) Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.
(2) Represents certain litigation costs and insurance proceeds associated with pending litigations or settlements of litigation. Includes amounts accrued with respect to the Company’s class action lawsuit related to the September 2021 secondary public stock offering, representing management’s current estimated probable loss for this matter.
(3) Represents foreign exchange (gain) loss due to foreign currency transactions.
(4) Represents fair value loss (gain) on interest rate swaps.
(5) Represents transaction costs related to acquisitions and our offerings (IPO, the Reorganization and the secondary offering) such as legal, accounting, advisory fees and other related costs. Amount for 2021 also includes a loss on debt extinguishment related to the repayment of $200.0 million under the Incremental Term Loan Facility. Amount for 2022 also include employee-related restructuring costs directly associated with our decision to discontinue our operations in Russia including severance benefits, relocation costs and advisory fees.
(6) Represents changes in tax receivable agreement liability due to tax rate changes and unrelated to exchanges of Common Units for Class A shares.
(7) Represents impairment loss incurred on white label contracts in 2021 and impairment loss of the Badoo brand and a right-of-use asset related to our Moscow office in 2022.
(8) Net earnings margin for the year ended December 31, 2021 includes a $441.5 million tax benefit related to the reversal of a deferred tax liability due to a restructuring of the Company’s international operations.
Supplementary Information
Stock-Based Compensation Expense
| (in thousands) | Quarter<br>Ended<br>December 31, <br>2022 | Quarter<br>Ended<br>December 31, <br>2021 | Year<br>Ended<br>December 31,<br>2022 | Year<br>Ended<br>December 31,<br>2021 | ||||
|---|---|---|---|---|---|---|---|---|
| Cost of revenue | $ | 1,093 | $ | 730 | $ | 3,819 | $ | 3,749 |
| Selling and marketing expense | 3,517 | 2,739 | 8,064 | 12,925 | ||||
| General and administrative expense | 20,331 | 13,129 | 65,957 | 62,284 | ||||
| Product development expense | 8,888 | 7,810 | 33,168 | 44,952 | ||||
| Total stock-based compensation expense | $ | 33,829 | $ | 24,408 | $ | 111,008 | $ | 123,910 |
Reconciliation of GAAP costs and expenses to non-GAAP costs and expenses by function
| (In thousands) | Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost of revenue GAAP | $ | 67,788 | $ | 53,573 | $ | 249,490 | $ | 205,171 | ||||
| Stock-based compensation expense | (1,093 | ) | (730 | ) | (3,819 | ) | (3,749 | ) | ||||
| Payroll tax expense related to stock-based compensation | (17 | ) | — | (101 | ) | (117 | ) | |||||
| Transaction and other costs | 6 | — | (119 | ) | — | |||||||
| Cost of revenue non-GAAP | $ | 66,684 | $ | 52,843 | $ | 245,451 | $ | 201,305 | ||||
| (In thousands) | Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Selling and marketing expense GAAP | $ | 68,641 | $ | 60,057 | $ | 249,269 | $ | 211,711 | ||||
| Stock-based compensation expense | (3,517 | ) | (2,739 | ) | (8,064 | ) | (12,925 | ) | ||||
| Payroll tax expense related to stock-based compensation | (37 | ) | — | (230 | ) | (334 | ) | |||||
| Transaction and other costs | — | — | (34 | ) | (11 | ) | ||||||
| Selling and marketing expense non-GAAP | $ | 65,087 | $ | 57,318 | $ | 240,941 | $ | 198,441 | ||||
| (In thousands) | Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| General and administrative expense GAAP | $ | 211,664 | $ | 50,107 | $ | 319,300 | $ | 265,738 | ||||
| Changes in fair value of contingent earn-out liability | 735 | 21,759 | 47,134 | (55,900 | ) | |||||||
| Litigation costs, net of insurance proceeds | (18,645 | ) | (3,149 | ) | (22,734 | ) | (6,943 | ) | ||||
| Stock-based compensation expense | (20,331 | ) | (13,129 | ) | (65,957 | ) | (62,284 | ) | ||||
| Payroll tax expense related to stock-based compensation | (179 | ) | — | (649 | ) | (699 | ) | |||||
| Transaction and other costs | 1,602 | (861 | ) | (4,055 | ) | (19,082 | ) | |||||
| Impairment loss | (141,000 | ) | (26,431 | ) | (145,388 | ) | (26,431 | ) | ||||
| General and administrative expense non-GAAP | $ | 33,846 | $ | 28,296 | $ | 127,651 | $ | 94,399 | ||||
| (In thousands) | Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Product development expense GAAP | $ | 25,096 | $ | 21,720 | $ | 98,575 | $ | 105,917 | ||||
| Stock-based compensation expense | (8,888 | ) | (7,810 | ) | (33,168 | ) | (44,952 | ) | ||||
| Payroll tax expense related to stock-based compensation | (193 | ) | — | (1,074 | ) | (1,288 | ) | |||||
| Transaction and other costs | 35 | — | (1,018 | ) | — | |||||||
| Product development expense non-GAAP | $ | 16,050 | $ | 13,910 | $ | 63,315 | $ | 59,677 | ||||
| (In thousands) | Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | Twelve Months Ended December 31, 2022 | Twelve Months Ended December 31, 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total costs and expenses GAAP | $ | 389,067 | $ | 211,631 | $ | 1,006,347 | $ | 895,593 | ||||
| Depreciation and amortization expense | (15,878 | ) | (26,174 | ) | (89,713 | ) | (107,056 | ) | ||||
| Changes in fair value of contingent earn-out liability | 735 | 21,759 | 47,134 | (55,900 | ) | |||||||
| Litigation costs, net of insurance proceeds | (18,645 | ) | (3,149 | ) | (22,734 | ) | (6,943 | ) | ||||
| Stock-based compensation expense | (33,829 | ) | (24,408 | ) | (111,008 | ) | (123,910 | ) | ||||
| Payroll tax expense related to stock-based compensation | (426 | ) | — | (2,054 | ) | (2,438 | ) | |||||
| Transaction and other costs | 1,643 | (861 | ) | (5,226 | ) | (19,093 | ) | |||||
| Impairment loss | (141,000 | ) | (26,431 | ) | (145,388 | ) | (26,431 | ) | ||||
| Total costs and expenses non-GAAP | $ | 181,667 | $ | 152,367 | $ | 677,358 | $ | 553,822 |