Bumble Inc 10-Q for FY2025 Q1
Bumble Inc. (BMBL)
About this 10-Q
Bumble Inc filed this 10-Q on May 12, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $247.1M
- down 7.7% from $267.78M a year earlier
- Net income
- $13.44M
- down 45.4% from net income of $24.62M a year earlier
- Diluted EPS
- $0.13
- down 31.6% from $0.19 a year earlier
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:
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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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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 April 30, 2025, 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, including without limitation statements related to its strategic plans and initiatives (including its marketing approach, product releases and revenue strategy). 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),” “anticipate(s),” “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:
1
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, 2024 (“2024 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.
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. As of March 31, 2025, Geneva had not generated any revenue, and therefore, is excluded from our key operating metrics.
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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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10 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
11 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
26 |
Item 3. |
39 |
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Item 4. |
40 |
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PART II. |
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Item 1. |
42 |
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Item 1A. |
42 |
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Item 2. |
42 |
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Item 5. |
43 |
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Item 6. |
44 |
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45 |
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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March 31, 2025 |
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December 31, 2024 |
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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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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 March 31, 2025 |
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Three Months Ended March 31, 2024 |
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Revenue |
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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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Impairment loss |
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Total operating costs and expenses |
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Operating earnings |
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Interest expense, net |
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( |
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Other income (expense), net |
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( |
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Income before income taxes |
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Income tax provision |
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Net earnings |
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Net earnings attributable to noncontrolling interests |
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Net earnings attributable to Bumble Inc. shareholders |
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$ |
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$ |
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Net earnings per share attributable to Bumble Inc. shareholders |
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Basic earnings per share |
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$ |
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$ |
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Diluted earnings per share |
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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 March 31, 2025 |
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Three Months Ended March 31, 2024 |
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Net earnings |
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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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Total other comprehensive income (loss), net of tax |
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( |
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Comprehensive income |
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Comprehensive income attributable to noncontrolling interests |
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Comprehensive income attributable to Bumble Inc. shareholders |
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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 March 31, 2025
(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 December 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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$ |
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$ |
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Net earnings |
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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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Changes in ownership interest in subsidiary |
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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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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 |
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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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Purchase of 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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( |
) |
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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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( |
) |
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( |
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Retirement of treasury 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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— |
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— |
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— |
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Other comprehensive income, 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 March 31, 2025 |
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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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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 March 31, 2024
(In thousands, except per share amounts)
(Unaudited)
|
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 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 |
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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 |
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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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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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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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— |
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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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Purchase 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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( |
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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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Other comprehensive 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 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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$ |
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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 Cash Flows
(In thousands)
(Unaudited)
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Three Months Ended March 31, 2025 |
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Three Months Ended March 31, 2024 |
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Cash flows from operating activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Impairment loss |
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Depreciation and amortization expense |
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Changes in fair value of interest rate swaps |
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( |
) |
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Changes in fair value of contingent earn-out liability |
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( |
) |
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( |
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Non-cash lease expense |
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Tax receivable agreement liability remeasurement expense |
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Deferred income tax |
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Stock-based compensation expense |
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Net foreign exchange difference |
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Other, net |
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( |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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Other current assets |
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( |
) |
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Accounts payable |
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( |
) |
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Deferred revenue |
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( |
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( |
) |
Legal liabilities |
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|
|
( |
) |
|
Lease liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Net cash 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 |
|
|
( |
) |
|
|
( |
) |
Payments on tax receivable agreement |
|
|
( |
) |
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effects of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Net 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.
10
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 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.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements 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”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. These financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments, which are necessary for the fair presentation of our financial information. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2024 Form 10-K. Interim results are not necessarily indicative of the results for the full year ended December 31, 2025, or any other future period.
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 earnings (loss) is modified to present earnings and other comprehensive income (loss) 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.
The condensed consolidated balance sheet and condensed consolidated statement of changes in equity as of, and for the three months ended, March 31, 2025 include an adjustment to correct “Accumulated other comprehensive income” and “Additional paid-in capital” related to changes in ownership interest in a subsidiary during prior periods. The Company concluded the adjustment to be immaterial
11
to the consolidated financial statements and noted that it has no impact on previously reported consolidated statements of operations, comprehensive operations and cash flows.
Note 2 - Summary of Selected Significant Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the three months ended March 31, 2025 as a result of new transactions entered into or the adoption of new accounting policies. See Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2024 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.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and investments in money market funds.
Long-lived Assets and Definite-lived Intangible Assets
Long-lived assets, which primarily consist of property and equipment and right-of-use assets, and definite-lived intangible assets, which primarily consist of developed technology and definite-lived brands, are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets or asset group may not be recoverable. An asset group is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The carrying value of such assets or asset groups is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the assets or asset group exceeds its fair value. The remaining estimated useful lives of long-lived assets and definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.
During the three months ended March 31, 2025, the Company recorded $
Share Repurchase Program
Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock until retirement 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.
12
The Company has a share repurchase program of up to $
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 months ended March 31, 2025 and 2024, 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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Bumble App |
|
$ |
|
|
$ |
|
||
Badoo App and Other |
|
|
|
|
|
|
||
Total Revenue |
|
$ |
|
|
$ |
|
||
Deferred Revenue
Restructuring Charges
Restructuring charges are associated with improving operating leverage, discontinuing the operation of apps, office closure or exiting a market and consist primarily of severance, relocation, right-of-use 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 condensed consolidated statements of operations and are classified based on each employee’s respective function. See Note 6, Restructuring, for additional information on restructuring charges.
Recently Adopted Accounting Pronouncement
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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
13
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. The Company adopted ASU 2024-01 in the first quarter of 2025 prospectively. Adoption of this ASU did not have a material impact on the accompanying unaudited condensed consolidated financial statements and disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
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 will adopt this ASU in connection with the annual financial statements for the fiscal year ending December 31, 2025 and is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on the consolidated financial statement disclosures.
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 months ended March 31, 2025, the Company's effective tax rate was
For the three months ended March 31, 2024, the Company's effective tax rate was
Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement
In connection with the Reorganization Transactions and IPO, the Company entered into a tax receivable agreement with certain of its pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of
The Company has determined that it is more likely than not that it will be unable to realize tax benefits related to certain basis adjustments and acquired net operating loss carryforwards that were received in connection with the Reorganization Transactions and its IPO. As a result of this determination, the Company has
14
Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles the Company to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, the Company anticipates having sufficient taxable income to realize the benefit of this Common Basis and has recorded a tax receivable agreement liability to related parties of $
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):
|
|
Gross Carrying Amount |
|
|
Accumulated Impairment Losses |
|
|
Net Carrying Amount |
|
|||
Balance as of December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|||
Balance as of March 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
There were
Intangible Assets, Net
A summary of the Company’s intangible assets, net is as follows (in thousands):
|
|
March 31, 2025 |
|
|
|
|
||||||||||||||
|
|
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, 2024 |
|
|||||||||||||||||
|
|
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 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
In connection with the decision in February 2025 to discontinue the operation of Official app, the Company assessed the recoverability of its definite-lived intangible assets at the asset group level and determined that the carrying value of the Official asset group was not recoverable. As a result, the Company recognized $
15
intangible assets of the Official asset group on a pro-rata basis. See Note 6, Restructuring, for additional information on the Official app.
There were
Amortization expense related to intangible assets, net for the three months ended March 31, 2025 and 2024 was $
Note 6 - Restructuring
In February 2025, the Company announced its decision to discontinue its operation of the Fruitz and Official apps, which the Company expects to be completed in the first half of 2025. The Company expects to incur approximately $
On February 27, 2024, the Company announced that it adopted a restructuring plan (the “2024 Restructuring Plan”) to reduce its global workforce by approximately
The following table presents the total non-recurring restructuring charges by function for the periods indicated (in thousands):
|
|
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Cost of revenue |
|
|
|
$ |
|
|
$ |
|
||
Selling and marketing |
|
|
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
|
|
||
Product development |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
$ |
|
|
$ |
|
||
The following table summarizes the restructuring-related liabilities (in thousands):
|
|
Employee Related Benefits |
|
|
Other |
|
|
Total |
|
|||
Balance as of December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
||||
Cash payments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance as of March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 7 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Capitalized aggregator fees |
|
$ |
|
|
$ |
|
||
Prepayments |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
16
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Payroll and related expenses |
|
$ |
|
|
$ |
|
||
Marketing expenses |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Income tax payable |
|
|
|
|
|
|
||
Contingent earn-out liability |
|
|
|
|
|
|
||
Payable to related parties pursuant to a tax receivable agreement |
|
|
|
|
|
|
||
Other payables |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Other long-term liabilities are comprised of the following balances (in thousands):
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
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):
|
|
March 31, 2025 |
|
|||||||||||||
|
|
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
December 31, 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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
There were no transfers between levels between March 31, 2025 and December 31, 2024.
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
17
recognized in “Interest 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 $
As of March 31, 2025, 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 unaudited 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):
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Term Loan due January 29, 2027 |
|
$ |
|
|
$ |
|
||
Less: unamortized debt issuance costs |
|
|
|
|
|
|
||
Less: current portion of debt, net |
|
|
|
|
|
|
||
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
Credit Agreements
The Company and certain of its wholly owned subsidiaries, including Buzz Finco LLC (the “Borrower”) are party to a credit agreement (as amended, the “Credit Agreement”), pursuant to which the Company is permitted to borrow $
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 March 31, 2025 were
18
Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to
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 per share (in thousands):
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
|
|
$ |
|
||
Net earnings attributable to noncontrolling interests |
|
|
|
|
|
|
||
Net earnings attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
||
The following table sets forth the computation of the Company's basic and diluted earnings per share (in thousands, except share amounts, and per share amounts):
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Basic earnings per share attributable to common stockholders |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Allocation of net earnings attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
||
Less: net earnings attributable to participating securities |
|
|
|
|
|
|
||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Weighted average number of shares of Class A common stock outstanding |
|
|
|
|
|
|
||
Basic earnings per share attributable to common stockholders |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted earnings per share attributable to common stockholders |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Allocation of net earnings attributable to Bumble Inc. shareholders |
|
$ |
|
|
$ |
|
||
Less: net earnings attributable to participating securities |
|
|
|
|
|
|
||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Number of shares used in basic computation |
|
|
|
|
|
|
||
Weighted average shares of Class A common stock outstanding used to calculate diluted earnings per share |
|
|
|
|
|
|
||
Diluted earnings per share attributable to common stockholders |
|
$ |
|
|
$ |
|
||
19
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings 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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Cost of revenue |
|
$ |
|
|
$ |
|
||
Selling and marketing expense |
|
|
( |
) |
|
|
( |
) |
General and administrative expense |
|
|
( |
) |
|
$ |
( |
) |
Product development expense |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
||
During the three months ended March 31, 2025, stock-based compensation expense was higher compared to the same period in 2024, primarily due to forfeitures and headcount reductions associated with the 2024 Restructuring Plan. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
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, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of March 31, 2025, total unrecognized compensation cost related to the Time-Vesting Incentive Units was $
20
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, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of March 31, 2025, 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, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
During the three months ended March 31, 2025 and 2024, the total fair value of vested RSUs as of the respective vesting dates was $
Options
The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
|||||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding as of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Exercisable as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||
21
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
|||||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding as of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Exercisable as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||
As of March 31, 2025, total unrecognized compensation cost related to the Time-Vesting options was $
The weighted-average exercise price exceeded the market price as of March 31, 2025, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).
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 March 31, 2025 |
|
Three Months Ended March 31, 2024 |
|
||
Other |
|
Marketing costs |
|
|
$ |
|
$ |
|
|||
Other |
|
Moderator costs |
|
|
|
|
|
|
|||
Other |
|
Advertising revenue |
|
|
|
|
|
|
|||
Other |
|
Tax receivable agreement liability remeasurement expense |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
March 31, 2025 |
|
December 31, 2024 |
|
||
Other |
|
Tax receivable agreement |
|
Payable to related parties pursuant to a tax receivable agreement and Accrued expenses and other current liabilities |
|
$ |
|
$ |
|
||
Share Repurchase
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
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
22
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 hold a controlling interest, for moderator services.
Note 13 - Segment and Geographic Information
The Company operates as
Revenue by major geographic region is based upon the location of the customers who receive the Company's services.
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||||||||||
United States |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Rest of the world |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
The United States is the only country with revenues of
As the Company operates its business under one segment, there is no difference between its segment assets and the total consolidated assets.
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
United Kingdom |
|
$ |
|
|
$ |
|
||
United States |
|
|
|
|
|
|
||
Czech Republic |
|
|
|
|
|
|
||
Rest of the world |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
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.
These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved. Except as otherwise disclosed below, while it is reasonably possible that a loss for a particular matter may be incurred in excess of recorded amounts as of March 31, 2025, a reasonable estimate of the amount or range of possible loss in excess of amounts already accrued cannot be made at this time.
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.
23
Proceedings Related to the September 2021 Secondary Public Stock Offering (the “SPO”)
Six shareholder derivative complaints were 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 alleging 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 an order 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 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 were directed to the Bumble Board and contain 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
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")
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, 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.
24
On August 16, 2024, the named plaintiffs refiled their Unruh Act claims in the Superior Court of the State of California for the County of Riverside, this time naming as defendants both the Company and its founder and CEO Whitney Wolfe Herd. Similar to the action filed on April 9, 2024, the litigation is a putative class action in which the named plaintiffs allege that the “women message first” feature violates the Unruh Act. Plaintiffs seek declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On October 9, 2024, the action was removed to the United States District Court for the Central District of California. The District Court has dismissed all claims against Ms. Wolfe Herd, along with those claims against Bumble arising prior to August 17, 2022. The claims against the Company for purported Unruh Act violations arising on or after August 17, 2022 remain pending.
Proceedings Related to 2024 Financial Results
On September 24, 2024, a purported securities class action complaint was filed in the United States District Court for the Western District of Texas, naming the Company and certain of its current executives and directors as defendants. The complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act, alleging that the defendants made or disseminated materially false and misleading statements and/or concealed material adverse facts concerning Bumble’s relaunch strategy announced in 2024. On March 24, 2025, the Lead Plaintiff filed a notice of voluntary dismissal of the action and on April 8, 2025, the court entered an order dismissing the action.
Additionally, between October and December 2024, three shareholder derivative complaints were filed in the United States District Court for the Western District of Texas, naming as defendants certain of Bumble's current and former executives and directors, as well as the Company as a nominal defendant. The complaints asserted state and federal claims based on the same alleged misstatements as the securities class action complaint. Between April 10 and April 14, 2025, plaintiffs in all three matters filed notices of voluntary dismissal, and the court has entered orders dismissing all three matters.
Other Proceedings
From time to time, the Company is subject to patent litigations asserted by non-practicing entities.
Legal expenses are included in “General and administrative expense” in the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the Company did
Purchase Commitments
In November 2024, the Company amended an agreement with one of our third-parties related to cloud services, which superseded and replaced the May 2023 agreement. Under the amended terms, the Company is committed to pay a minimum of $
25
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 2024 Form 10-K.
Overview
We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates a family of apps, including Bumble, Bumble For Friends, Badoo, and Geneva. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in several countries in Europe and Latin America. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. In July 2024, we acquired Geneva, through which we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships. As part of our strategic priorities, we decided to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025.
Year-to-Date ended March 31, 2025 Consolidated Results
For the three months ended March 31, 2025 and 2024, 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 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.”
26
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. As of March 31, 2025, Geneva had not generated any revenue, and therefore, is excluded from our key operating metrics.
(In thousands, except ARPPU) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Bumble App Paying Users |
|
|
2,708.4 |
|
|
|
2,730.0 |
|
Badoo App and Other Paying Users |
|
|
1,306.3 |
|
|
|
1,294.3 |
|
Total Paying Users |
|
|
4,014.7 |
|
|
|
4,024.3 |
|
Bumble App Average Revenue per Paying User |
|
$ |
24.84 |
|
|
$ |
26.34 |
|
Badoo App and Other Average Revenue per Paying User |
|
$ |
10.72 |
|
|
$ |
12.35 |
|
Total Average Revenue per Paying User |
|
$ |
20.24 |
|
|
$ |
21.84 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
(In thousands, except per share data and percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Condensed Consolidated Statements of Operations Data: |
|
|
|
|
|
|
||
Revenue |
|
$ |
247,101 |
|
|
$ |
267,775 |
|
Net earnings |
|
|
19,831 |
|
|
|
33,873 |
|
Net earnings attributable to Bumble Inc. shareholders |
|
|
13,444 |
|
|
|
24,617 |
|
Net earnings per share attributable to Bumble Inc. shareholders |
|
|
|
|
|
|
||
Basic earnings per share |
|
$ |
0.13 |
|
|
$ |
0.19 |
|
Diluted earnings per share |
|
$ |
0.13 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
(In thousands) |
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Condensed Consolidated Balance Sheets Data: |
|
|
|
|
|
|
||
Total assets |
|
$ |
2,508,292 |
|
|
$ |
2,524,887 |
|
Cash and cash equivalents |
|
|
202,243 |
|
|
|
204,319 |
|
Long-term debt, net including current maturities |
|
|
616,126 |
|
|
|
617,096 |
|
Profitability and Liquidity
We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:
Adjusted EBITDA, 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.
27
See “Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.
Growth Strategy
As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable member value and drive long-term sustainable revenue. As part of this new strategy, we are focusing on fostering a vibrant and healthy membership base, improving the member experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our members’ journey. As we address these areas of focus, our member growth and success in attracting new members, member engagement and monetization may be negatively impacted. In addition, efforts to improve the health of our membership base, including the removal of bad actors from our apps and changes to our member acquisition strategy, may adversely affect revenue and paying users in the short term. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.
See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2024 Form 10-K.
Macroeconomic Conditions
Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal, monetary, and trade policy, including the recent introduction of higher tariffs by the U.S. government, and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our members who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.
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 2024 Form 10-K.
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Share Repurchase Program
In May 2024, our Board of Directors approved amendments to the share repurchase program to increase the authorized Class A common stock repurchase amount from $300.0 million to $450.0 million. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, 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.
Tax Receivable Agreement
In connection with certain reorganization transactions and our initial public offering (“IPO”), we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During
28
the three months ended March 31, 2025, our tax receivable agreement liability decreased by a net $17.0 million due to the tax receivable agreement payment made in the first quarter of 2025 and the impact of share repurchases.
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”, “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 2024 Form 10-K, and 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.
Impairment Charges
During the three months ended March 31, 2025, we recognized impairment charges of $3.6 million for the Official asset group due to the anticipated discontinuation of the Official app.
We have historically recorded impairment charges related to our indefinite-lived assets, long-lived assets and definite-lived intangible assets, and goodwill. It is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Long-lived Assets and Definite-lived Intangible Assets and Note 5, Goodwill and Intangible Assets, Net to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Acquisition
On July 1, 2024, we completed the acquisition of Geneva Technologies Inc. (“Geneva”) for total cash consideration of $17.5 million, net of cash acquired, of which $17.2 million was allocated to developed technology and $0.3 million was allocated to other assets and liabilities.
For additional information, see Note 8, Goodwill and Intangible Assets, Net to our consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” of our 2024 Form 10-K.
Restructuring
In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025. We expect to incur approximately $1.4 million of expenses during the first half of 2025, primarily related to employee severance, benefits and related charges for impacted employees.
On February 27, 2024, we announced our restructuring plan (the “2024 Restructuring Plan”) to reduce our global workforce by approximately 350 roles to better align our operating model with future strategic priorities and to drive stronger operating leverage. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges, consisting primarily of employee severance, benefits, and related charges for impacted employees.
For additional information, see Note 6, Restructuring, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Components of Results of Operations
Our business is organized into a single reportable segment.
Revenue
We monetize the Bumble, Bumble For Friends, Badoo, Fruitz and Official apps via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Subscription revenue is
29
presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.
We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
Cost of revenue
Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.
Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to member care functions such as member support, moderators and other auxiliary costs associated with providing services to members such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges and other administrative expenses.
Product development expense
Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Impairment loss
Impairment loss relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.
Interest income (expense), net
Interest income (expense), net consists of interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense, sub-lease income and investments in equity securities.
30
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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Revenue |
|
$ |
247,101 |
|
|
$ |
267,775 |
|
Operating costs and expenses: |
|
|
|
|
|
|
||
Cost of revenue |
|
|
73,353 |
|
|
|
81,289 |
|
Selling and marketing expense |
|
|
59,734 |
|
|
|
63,617 |
|
General and administrative expense |
|
|
21,644 |
|
|
|
20,856 |
|
Product development expense |
|
|
34,504 |
|
|
|
36,017 |
|
Depreciation and amortization expense |
|
|
9,585 |
|
|
|
17,206 |
|
Impairment loss |
|
|
3,631 |
|
|
|
— |
|
Total operating costs and expenses |
|
|
202,451 |
|
|
|
218,985 |
|
Operating earnings |
|
|
44,650 |
|
|
|
48,790 |
|
Interest expense, net |
|
|
(12,049 |
) |
|
|
(8,918 |
) |
Other income (expense), net |
|
|
(6,762 |
) |
|
|
1,475 |
|
Income before income taxes |
|
|
25,839 |
|
|
|
41,347 |
|
Income tax provision |
|
|
(6,008 |
) |
|
|
(7,474 |
) |
Net earnings |
|
|
19,831 |
|
|
|
33,873 |
|
Net earnings attributable to noncontrolling interests |
|
|
6,387 |
|
|
|
9,256 |
|
Net earnings attributable to Bumble Inc. shareholders |
|
$ |
13,444 |
|
|
$ |
24,617 |
|
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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
Operating costs and expenses: |
|
|
|
|
|
|
||
Cost of revenue |
|
|
29.7 |
% |
|
|
30.4 |
% |
Selling and marketing expense |
|
|
24.2 |
% |
|
|
23.8 |
% |
General and administrative expense |
|
|
8.8 |
% |
|
|
7.8 |
% |
Product development expense |
|
|
14.0 |
% |
|
|
13.5 |
% |
Depreciation and amortization expense |
|
|
3.9 |
% |
|
|
6.4 |
% |
Impairment loss |
|
|
1.5 |
% |
|
|
0.0 |
% |
Total operating costs and expenses |
|
|
81.9 |
% |
|
|
81.8 |
% |
Operating earnings |
|
|
18.1 |
% |
|
|
18.2 |
% |
Interest expense, net |
|
|
(4.9 |
%) |
|
|
(3.3 |
%) |
Other income (expense), net |
|
|
(2.7 |
%) |
|
|
0.6 |
% |
Income before income taxes |
|
|
10.5 |
% |
|
|
15.4 |
% |
Income tax provision |
|
|
(2.4 |
%) |
|
|
(2.8 |
%) |
Net earnings |
|
|
8.0 |
% |
|
|
12.6 |
% |
Net earnings attributable to noncontrolling interests |
|
|
2.6 |
% |
|
|
3.5 |
% |
Net earnings attributable to Bumble Inc. shareholders |
|
|
5.4 |
% |
|
|
9.2 |
% |
31
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
|
|
|
|
|
|
|
||
(In thousands) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Cost of revenue |
|
$ |
154 |
|
|
$ |
545 |
|
Selling and marketing expense |
|
|
(839 |
) |
|
|
(2,862 |
) |
General and administrative expense |
|
|
(3,894 |
) |
|
$ |
(1,506 |
) |
Product development expense |
|
|
8,717 |
|
|
|
3,849 |
|
Total stock-based compensation expense |
|
$ |
4,138 |
|
|
$ |
26 |
|
During the three months ended March 31, 2025, stock-based compensation expense was higher compared to the same period in 2024, primarily due to forfeitures and headcount reductions associated with the 2024 Restructuring Plan. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.
Comparison of the Three Months Ended March 31, 2025 and 2024
Revenue
|
|
|
|
|
|
|
||
(In thousands) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Bumble App |
|
$ |
201,822 |
|
|
$ |
215,757 |
|
Badoo App and Other |
|
|
45,279 |
|
|
|
52,018 |
|
Total Revenue |
|
$ |
247,101 |
|
|
$ |
267,775 |
|
Total Revenue was $247.1 million for the three months ended March 31, 2025, compared to $267.8 million for the same period in 2024. The decrease was primarily driven by declines in Total Average Revenue per Paying User and Total Paying Users, as well as unfavorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $201.8 million for the three months ended March 31, 2025, compared to $215.8 million for the same period in 2024. This decrease was primarily driven by a 5.7% decline in Bumble App ARPPU to $24.84, an 0.8% decrease in Bumble App Paying Users to 2.7 million, and unfavorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $45.3 million for the three months ended March 31, 2025, compared to $52.0 million for the same period in 2024. This decrease was primarily driven by a 13.2% decline in Badoo App and Other ARPPU to $10.72 and unfavorable fluctuations in foreign currency exchange rates, partially offset by a 0.9% increase in Badoo App and Other Paying Users to 1.3 million.
Cost of revenue
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Cost of revenue |
|
$ |
73,353 |
|
|
$ |
81,289 |
|
Percentage of revenue |
|
|
29.7 |
% |
|
|
30.4 |
% |
Cost of revenue for the three months ended March 31, 2025 decreased by $7.9 million, or 9.8%, as compared to the same period in 2024, driven primarily by a decline in in-app purchase fees due to a decrease in revenue.
As a percentage of revenue, cost of revenue for the three months ended March 31, 2025 decreased as compared to the same period in 2024, primarily due to the reduction in Apple fees as a result of opting into Apple's European Union terms in the first quarter of 2025.
32
Selling and marketing expense
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Selling and marketing expense |
|
$ |
59,734 |
|
|
$ |
63,617 |
|
Percentage of revenue |
|
|
24.2 |
% |
|
|
23.8 |
% |
Selling and marketing expense for the three months ended March 31, 2025 decreased by $3.9 million, or 6.1%, as compared to the same period in 2024. The change was primarily driven by a $4.3 million decrease in personnel-related costs due to the headcount reductions associated with the 2024 Restructuring Plan, and a $1.8 million decrease in marketing costs, partially offset by a $2.0 million increase in stock-based compensation due to lower forfeitures.
General and administrative expense
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
General and administrative expense |
|
$ |
21,644 |
|
|
$ |
20,856 |
|
Percentage of revenue |
|
|
8.8 |
% |
|
|
7.8 |
% |
General and administrative expense for the three months ended March 31, 2025 increased by $0.8 million, or 3.8%, as compared to the same period in 2024. The change was primarily driven by a $13.4 million unfavorable fluctuation in fair value of the contingent earn-out liabilities, partially offset by a $5.2 million decrease in legal and professional fees, a $5.0 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, and a $2.4 million decrease in stock-based compensation due to higher forfeitures associated with the departure of officers in the first quarter of 2025.
Product development expense
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Product development expense |
|
$ |
34,504 |
|
|
$ |
36,017 |
|
Percentage of revenue |
|
|
14.0 |
% |
|
|
13.5 |
% |
Product development expense in the three months ended March 31, 2025 decreased by $1.5 million, or 4.2%, as compared to the same period in 2024. The change was primarily driven by an $7.8 million decrease in personnel-related costs due to headcount reductions associated with the 2024 Restructuring Plan, partially offset by a $4.5 million increase in stock-based compensation due to equity awards granted in the first quarter of 2025.
Depreciation and amortization expense
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Depreciation and amortization expense |
|
$ |
9,585 |
|
|
$ |
17,206 |
|
Percentage of revenue |
|
|
3.9 |
% |
|
|
6.4 |
% |
Depreciation and amortization expense for the three months ended March 31, 2025 decreased by $7.6 million, or 44.3%, as compared to the same period in 2024. The change was primarily driven by Bumble and Badoo developed technology that was fully amortized in February 2025.
Impairment loss
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Impairment loss |
|
$ |
3,631 |
|
|
$ |
— |
|
Percentage of revenue |
|
|
1.5 |
% |
|
|
— |
|
During the three months ended March 31, 2025, we recognized an impairment charge of $3.6 million for the Official asset group. There were no impairment charges recorded for the three months ended March 31, 2024. For additional information, see Note 2,
33
Summary of Selected Significant Accounting Policies—Impairment of Long-lived Assets and Definite-lived Intangible Assets and Note 5, Goodwill and Intangible Assets, Net to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Interest expense, net
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Interest expense, net |
|
$ |
(12,049 |
) |
|
$ |
(8,918 |
) |
Percentage of revenue |
|
|
(4.9 |
)% |
|
|
(3.3 |
)% |
Interest expense, net for the three months ended March 31, 2025 increased by $3.1 million, or 35.1%, compared to the same period in 2024. This change was primarily driven by a decrease in interest income on our interest rate swaps and a decrease in investments in money market funds, partially offset by a decrease in interest rates on our outstanding debt under the Credit Agreement.
Other income (expense), net
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Other income (expense), net |
|
$ |
(6,762 |
) |
|
$ |
1,475 |
|
Percentage of revenue |
|
|
(2.7 |
)% |
|
|
0.6 |
% |
Other income (expense), net for the three months ended March 31, 2025 increased by $8.2 million, compared to the same period in 2024. The change was primarily due to $6.0 million net foreign currency exchange losses in three months ended March 31, 2025.
Income tax provision
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Income tax provision |
|
$ |
(6,008 |
) |
|
$ |
(7,474 |
) |
Effective tax rate |
|
|
23.3 |
% |
|
|
18.1 |
% |
Income tax provision was $6.0 million for the three months ended March 31, 2025 as compared to $7.5 million for the same period in 2024. The income tax provision is lower year over year for the three months ended March 31, 2025, primarily due to a decrease in Income before income taxes for 2025 as compared to the same period in 2024.
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 we operate, including the UK and certain EU member states, and is effective for our financial year beginning January 1, 2024. We have performed an assessment of our exposure to Pillar Two income taxes, including our ability to qualify for transitional safe harbor relief under the GloBE rules. While we expect to qualify for transitional safe harbor relief in most jurisdictions in which we operate, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. Our income tax provision for the three months ended March 31, 2025 and March 31, 2024, includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. We are monitoring the implementation of Pillar Two legislation (both proposed and enacted) by individual countries, including the release of administrative guidance on the application of the GloBE rules, and will continue to evaluate the potential impact to our financial position. In addition, in January 2025, the United States issued an executive order announcing opposition to aspects of these rules. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and
34
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, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with restructuring, as management does not believe these expenses are representative of our core earnings.
We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysts, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report, and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).
35
The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:
|
|
|
|
|
|
|
||
(In thousands, except percentages) |
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Net earnings |
|
$ |
19,831 |
|
|
$ |
33,873 |
|
Add back: |
|
|
|
|
|
|
||
Income tax provision |
|
|
6,008 |
|
|
|
7,474 |
|
Interest and derivative (gains) losses, net(1) |
|
|
12,049 |
|
|
|
7,340 |
|
Depreciation and amortization expense |
|
|
9,585 |
|
|
|
17,206 |
|
Stock-based compensation expense |
|
|
4,138 |
|
|
|
26 |
|
Employer costs related to stock-based compensation(2) |
|
|
705 |
|
|
|
1,387 |
|
Litigation costs, net of insurance reimbursements(3) |
|
|
1,287 |
|
|
|
5,236 |
|
Foreign exchange loss(4) |
|
|
6,017 |
|
|
|
— |
|
Restructuring costs(5) |
|
|
1,210 |
|
|
|
16,616 |
|
Transaction and other costs(6) |
|
|
1,313 |
|
|
|
337 |
|
Changes in fair value of contingent earn-out liability |
|
|
(2,282 |
) |
|
|
(15,689 |
) |
Changes in fair value of investments in equity securities |
|
|
51 |
|
|
|
3 |
|
Tax receivable agreement liability remeasurement expense(7) |
|
|
857 |
|
|
|
230 |
|
Impairment loss(8) |
|
|
3,631 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
64,400 |
|
|
$ |
74,039 |
|
Net earnings margin |
|
|
8.0 |
% |
|
|
12.6 |
% |
Adjusted EBITDA margin |
|
|
26.1 |
% |
|
|
27.6 |
% |
|
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
43,245 |
|
|
$ |
2,420 |
|
Less: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
(2,411 |
) |
|
|
(2,801 |
) |
Free cash flow |
|
$ |
40,834 |
|
|
$ |
(381 |
) |
Operating cash flow conversion |
|
|
218.1 |
% |
|
|
7.1 |
% |
Free cash flow conversion |
|
|
63.4 |
% |
|
|
(0.5 |
)% |
36
Liquidity and Capital Resources
Overview
As of March 31, 2025, we had $202.2 million of cash and cash equivalents, a decrease of $2.1 million from December 31, 2024. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.
We have a share repurchase program of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. During the three months ended March 31, 2025, we repurchased 4.7 million shares of Class A common stock for $28.7 million, excluding excise tax obligations. During the three months ended March 31, 2024, we repurchased 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the repurchase program.
In February 2025, we announced our decision to discontinue our operation of the Fruitz and Official apps, which we expect to be completed in the first half of 2025. We expect to incur approximately $1.4 million of total non-recurring charges during the first half of 2025. On February 27, 2024, we announced that the Company adopted the 2024 Restructuring Plan to reduce its global workforce. The 2024 Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024. During the three months ended March 31, 2025 and 2024, we made $1.1 million and $2.7 million, respectively, of cash payments in connection with discontinuing the Fruitz and Official apps and the 2024 Restructuring Plan.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
|
|
|
|||||
(In thousands) |
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
||
Operating activities |
$ |
43,245 |
|
|
$ |
2,420 |
|
Investing activities |
|
(2,411 |
) |
|
|
(2,801 |
) |
Financing activities |
|
(42,466 |
) |
|
|
(94,366 |
) |
Operating activities
Net cash provided by operating activities was $43.2 million and $2.4 million, respectively, in the three months ended March 31, 2025 and 2024, which was driven by net earnings of $19.8 million and $33.9 million, non-cash adjustments of $32.6 million and $(1.8) million, and changes of assets and liabilities of $(9.2) million and $(29.6) million in the three months ended March 31, 2025 and 2024, respectively. Changes of assets and liabilities in the three months ended March 31, 2025 and 2024 consist primarily of: changes in accounts receivable of $(0.7) million and $3.6 million, respectively, driven by foreign exchange differences and timing of cash receipts; changes in accounts payable of $(2.0) million and $3.4 million, respectively, driven by timing of cash payment; changes in accrued expenses and other current liabilities of $(5.5) million and $(12.9) million, respectively, driven by bonus payouts, other personnel-related expenses, and tax receivable liability payments; changes in other current assets of $1.6 million and $(4.3) million, respectively, driven by income tax receivable and prepaid expenses; and changes in legal liabilities of nil and $(17.3) million, respectively, driven by litigation settlement payments.
Investing activities
Net cash used in investing activities related to capital expenditures was $2.4 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively.
Financing activities
Net cash used in financing activities was $42.5 million and $94.4 million in the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we used $28.7 million for share repurchases of our Class A common
37
stock and $8.9 million for tax receivable agreement payments. During the three months ended March 31, 2024, we used $62.1 million for share repurchases of our Class A common stock, $2.7 million for cash distribution payments to the noncontrolling interest holders, and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the three months ended March 31, 2025 and 2024, we used $3.4 million and $5.9 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units. During each of the three months ended March 31, 2025 and 2024, we used $1.4 million to repay a portion of the outstanding indebtedness under our Original Term Loan.
Indebtedness
Senior Secured Credit Facilities
We and certain of our wholly owned subsidiaries, including Buzz Finco LLC (the “Borrower”) are party to a credit agreement (as amended, the “Credit Agreement”), pursuant to which we are permitted to borrow $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (the “Incremental Term Loan,” and collectively with the Original Term Loan, the “Term Loans”), as well as a $50.0 million senior secured revolving credit facility maturing on June 17, 2026 (the “Revolving Credit Facility”) and up to $25.0 million through letters of credit. The forward-looking term rate is based on the Term Secured Overnight Financing Rate (“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”).
Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) Adjusted Term SOFR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) Adjusted Term SOFR, for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the 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 IPO.
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, as amended, are due and payable in full at maturity on June 17, 2026.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of March 31, 2025:
|
|
Payments due |
|
|||||||||
(In thousands) |
|
Total |
|
|
Less than 1 year |
|
|
More than 1 year |
|
|||
Long-term debt, including interest |
|
$ |
619,875 |
|
|
$ |
5,750 |
|
|
$ |
614,125 |
|
Operating lease liabilities, including imputed interest |
|
|
13,029 |
|
|
|
3,698 |
|
|
|
9,331 |
|
Other (1) |
|
|
21,400 |
|
|
|
14,731 |
|
|
|
6,669 |
|
Total |
|
$ |
654,304 |
|
|
$ |
24,179 |
|
|
$ |
630,125 |
|
(1) We have contractual obligations with various third parties. In November 2024, we amended an agreement with one of our third parties related to cloud services, which superseded and replaced the May 2023 agreement. Under the amended terms, we are committed to pay a minimum of $9.5 million over the period of 12 months from November 2024. If at the end of the 12 months, or upon early termination, we have not reached the $9.5 million in spend, we will be required to pay for the difference between the sum
38
of fees already incurred and the minimum commitment. As of March 31, 2025, our minimum commitment remaining with this third party is $5.9 million. In October 2024, we amended an agreement with another third-party related to cloud services, which superseded and replaced the April 2021 agreement. Under the amended terms, we are committed to pay a total of approximately $12.4 million over a period of 36 months from October 2024. At the end of the 36 months, or upon early termination, any unused consumption capacity will expire unless we enter into a renewal agreement. As of March 31, 2025, our total commitment fee remaining with this third-party was $8.5 million.
Additionally, we have the following contractual obligations not reflected in the table set forth above:
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 March 31, 2025 to aggregate to $685.5 million and to range over the next 15 years from approximately $4.1 million to $69.3 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. For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments, that we may be required to make, is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. For additional information, see Note 8, Fair Value Measurements, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Critical Accounting Policies and Estimates
We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2024 Form 10-K for the year ended December 31, 2024. There have been no significant changes to these accounting policies and estimates for the three months ended March 31, 2025.
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 March 31, 2025 and 2024, revenue outside of the United States accounted for 53.4% and 50.2% of consolidated revenue, respectively. Our primary exposure to foreign currency exchange risk is the underlying paying 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 and British Pound versus the U.S. Dollar exchange rate was 3.4% and 0.8% lower, respectively in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of March 31, 2025 and 2024. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $6.0 million and $6.1 million for the three months ended March 31, 2025 and 2024, respectively, with all other variables held constant. This accounts for 2% of total revenue for both the three months ended March 31, 2025 and 2024. Our continued international expansion
39
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 March 31, 2025, we had debt outstanding with a carrying value of $616.1 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 months ended March 31, 2025 by $0.7 million, based upon the outstanding debt balances and interest rates in effect during that period.
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, we 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%.
For additional information, see Note 9, Debt, to the unaudited condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Bumble’s management conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and our disclosure controls and procedures (as defined by Rule 14a-15(e) and 15d-15(e) of the Exchange Act) at March 31, 2025. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the evaluation, the CEO and CFO concluded that, as a result of material weakness in our internal control identified in connection with the preparation and audit of our consolidated financial statements for the year ended December 31, 2024, the Company’s disclosure controls and procedures were not effective at March 31, 2025.
Notwithstanding this material weakness noted above, our management, including our CEO and CFO, has concluded that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with GAAP.
Material Weakness in Internal Control over Financial Reporting
As included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified a material weakness in the design of controls related to foreign currency translation resulting from certain intercompany loan transactions. This resulted in immaterial errors impacting Other income (expense), net and Change in foreign currency translation adjustment for the three and nine months ended September 30, 2024. The errors were corrected for the annual financial statements for the year ended December 31, 2024 and there were no changes to previously released financial statements. However, the control deficiency could have resulted in material misstatements to the consolidated financial statements that would not have been prevented or detected. Accordingly, management has concluded that this control deficiency constituted a material weakness.
After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with GAAP, our management has concluded that our unaudited condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. We have developed and are implementing a remediation plan for the material weakness, which is described below.
Remediation Efforts
Management is committed to remediating the material weakness in a timely manner. We are in the process of implementing the following measures:
40
While management has made progress towards the remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. We will continue to monitor the effectiveness of this remediation plan and refine it as appropriate.
Changes in Internal Control over Financial Reporting
As discussed above, we are implementing our remediation plan related to the material weakness. There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
41
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 14, Commitments and Contingencies—Litigation, 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 2024 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
We have a share repurchase program of up to $450.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. As of March 31, 2025, a total of $50.1 million remained available for repurchase under the program.
The following table sets forth purchases by the Company of its Class A common stock during the three months ended March 31, 2025 under this publicly announced share repurchase program.
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share(1) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs(2) |
|
||||
January 1 - January 31, 2025 |
|
|
1,800,000 |
|
|
$ |
7.81 |
|
|
|
1,800,000 |
|
|
$ |
64,707,721 |
|
February 1 - February 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
64,707,721 |
|
March 1 - March 31, 2025 |
|
|
2,949,864 |
|
|
|
4.96 |
|
|
|
2,949,864 |
|
|
|
50,090,129 |
|
Total |
|
|
4,749,864 |
|
|
$ |
6.04 |
|
|
|
4,749,864 |
|
|
$ |
50,090,129 |
|
(1) Average price paid per share includes costs associated with the repurchases (i.e. broker commissions, etc.) but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.
(2) Represents the approximate dollar value of shares of Class A common stock that remained available for repurchase as of the end of each monthly period reflected in the applicable row. Amount includes broker commissions but excludes the impact of other costs and expenses related to the repurchase of shares, such as excise taxes or other transaction costs.
42
Item 5. Other Information.
Rule 10b5-1 Trading Plans
Our officers and directors from time to time may adopt trading plans to transact in Bumble Inc. securities for reasons such as satisfying vesting-related income tax requirements, investment diversification, or other personal reasons. During the three months ended March 31, 2025, certain of our directors adopted a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (each such plan, a “Rule 10b5-1 Plan”), as described below.
Mses. Mather’s and Hsiao’s plans will expire on
Each of the Rule 10b5-1 Plans described above was adopted in accordance with our Securities Trading Policy.
Director Resignation
On May 7, 2025, Matthew S. Bromberg notified the Board of his decision to resign from the Board, effective June 5, 2025. Mr. Bromberg’s decision to resign from the Board was not the result of any disagreement (i) with the Company, the Company’s management, or any other member of the Board, or (ii) on any matter relating to the Company’s operations, policies, or practices. Bumble and the Board wish to thank Mr. Bromberg for his service and contributions to the Company. The Board will reduce the size of the Board from 10 directors to 9 directors, effective upon Mr. Bromberg’s retirement.
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.
43
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 |
|
|
10.2 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
99.1* |
|
|
|
|
|
101.INS |
|
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 |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
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.
44
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.
|
|
BUMBLE INC. |
|
|
|
|
|
Date: May 12, 2025 |
|
By: |
/s/ Whitney Wolfe Herd |
|
|
|
Whitney Wolfe Herd |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: May 12, 2025 |
|
By: |
/s/ Ronald J. Fior |
|
|
|
Ronald J. Fior |
|
|
|
Interim Chief Financial Officer |
45
Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Whitney Wolfe Herd, certify that:
Date: May 12, 2025
/s/ Whitney Wolfe Herd |
Whitney Wolfe Herd |
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, Ronald J. Fior, certify that:
Date: May 12, 2025
/s/ Ronald J. Fior |
Ronald J. Fior |
Interim 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 March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Whitney Wolfe Herd, 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: May 12, 2025
|
/s/ Whitney Wolfe Herd |
|
Whitney Wolfe Herd |
|
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 March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald J. Fior, Interim 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: May 12, 2025
|
/s/ Ronald J. Fior |
|
Ronald J. Fior |
|
Interim 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
After Bumble Inc. (“Bumble”) filed its Form 10-K for the fiscal year ended December 31, 2024 with the Securities and Exchange Commission, Blackstone Inc. (“Blackstone”) filed the disclosure reproduced below with respect to its fiscal year ended December 31, 2024, in accordance with Section 13(r) of the Securities Exchange Act of 1934, as amended, 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. Bumble did not independently verify or participate in the preparation of the disclosure reproduced below.
Blackstone included the following disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024:
Mundys S.p.A. (formerly “Atlantia S.p.A.”) provided the disclosure reproduced below in connection with activities during the fiscal year ended December 31, 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 fiscal year ended December 31, 2024 was less than €210,000. Mundys S.p.A. does not track profits specifically attributable to these activities.”