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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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| Item 2.02 |
Results of Operations and Financial Condition.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Press release dated August 14, 2023
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|
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Shareholder Letter dated August 14, 2023
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104
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Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)
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GRINDR INC.
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Date: August 14, 2023
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By:
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/s/ Vandana Mehta-Krantz
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Name:
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Vandana Mehta-Krantz
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Title:
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Chief Financial Officer
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Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
|
($ in thousands)
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2023
|
2022
|
2023
|
2022
|
||||||||||||
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Reconciliation of net income to adjusted EBITDA
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||||||||||||||||
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Net income (loss)
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$
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22,331
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$
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(4,302
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)
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$
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(10,568
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)
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$
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199
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||||||
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Interest expense, net
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12,917
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3,256
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23,710
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6,212
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||||||||||||
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Income tax (benefit) provision
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(14,051
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)
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(1,000
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)
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1,452
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253
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||||||||||
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Depreciation and amortization
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8,140
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9,092
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16,092
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18,118
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Transaction-related costs (1)
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—
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866
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—
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1,178
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Litigation related costs (2)
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288
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54
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1,499
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1,082
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Stock-based compensation expense
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3,604
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12,933
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6,946
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13,667
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||||||||||||
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Management fees (3)
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—
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184
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—
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363
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||||||||||||
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Change in fair value of warrant liability (4)
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(7,098
|
)
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—
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8,219
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—
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|||||||||||
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Other expense (5)
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752
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379
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1,533
|
551
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Adjusted EBITDA
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$
|
26,883
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$
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21,462
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$
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48,883
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$
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41,623
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Revenue
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$
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61,538
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$
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46,555
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$
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117,347
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$
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90,085
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||||||||
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Adjusted EBITDA Margin
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43.7
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%
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46.1
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%
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41.7
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%
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46.2
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%
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| (1) |
Transaction-related costs consist of legal, tax, accounting, consulting, and other professional fees related to the Business Combination and other potential acquisitions,
that are non-recurring in nature.
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| (2) |
Litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters such as the potential Datatilsynet fine or
the CFIUS review of the Business Combination, which are unrelated to Grindr’s core ongoing business operations.
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| (3) |
Management fees represent administrative costs associated with San Vicente Holdings LLC's ("SVE") administrative role in managing financial relationships and providing
directive on strategic and operational decisions, which ceased to continue after the Business Combination.
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| (4) |
Change in fair value of warrant liability relates to our warrants that were remeasured as of June 30, 2023.
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| (5) |
Other expense primarily represents costs incurred from reorganization events that are unrelated to Grindr's core ongoing business operations, including severance and
employment related costs.
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