UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Large accelerated filer |
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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 29, 2022, 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 the impact of the Coronavirus Disease 2019 (“COVID-19”) on its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:
For more information regarding these and other risks and uncertainties that we face, see Part I, “Item 1A—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 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 Twitter account (@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, filings with the Securities and Exchange Commission (“SEC”) and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Bumble
1
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:
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3
Table of Contents
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Page |
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 |
33 |
Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
51 |
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Item 1A. |
51 |
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Item 2. |
51 |
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Item 6. |
52 |
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53 |
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, 2022 |
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December 31, 2021 |
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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 |
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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 |
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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 BUMBLE INC. SHAREHOLDERS’ / BUZZ HOLDINGS L.P. OWNERS’ 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 liabilities |
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Total liabilities |
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Bumble Inc. Shareholders’ / Buzz Holdings L.P. Owners’ 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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Accumulated other comprehensive income |
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Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity |
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Noncontrolling interests |
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Total shareholders’ / owners’ equity |
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Total liabilities and shareholders’ / owners’ 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 / unit information)
(Unaudited)
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Three Months |
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Three Months |
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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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Total operating costs and expenses |
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Operating earnings (loss) |
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( |
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Interest income (expense) |
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( |
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( |
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Other income (expense), net |
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Income (loss) before income taxes |
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( |
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Income tax benefit (provision) |
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( |
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Net earnings (loss) |
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Net earnings (loss) attributable to noncontrolling interests |
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Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
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$ |
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$ |
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Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
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Basic earnings (loss) per share / unit |
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$ |
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$ |
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Diluted earnings (loss) per share / unit |
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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 |
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Three Months |
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Net earnings (loss) |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Change in foreign currency translation adjustment |
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( |
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( |
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Total other comprehensive income (loss), net of tax |
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( |
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( |
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Comprehensive income (loss) |
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Comprehensive income (loss) attributable to noncontrolling interests |
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( |
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Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
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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, 2022
(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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Accumulated |
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Accumulated |
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Total |
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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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Income (Deficit) |
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Equity |
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Interests |
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Equity |
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Balance as of |
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$ |
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$ |
— |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Net earnings (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based |
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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 |
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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 |
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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, |
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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 |
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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 |
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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 |
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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, 2021
(In thousands, except per share amounts)
(Unaudited)
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Limited |
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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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Noncontrolling |
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Total |
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Equity |
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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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Interests |
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Equity |
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Balance as of January 1, 2021 |
$ |
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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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Acquisition of noncontrolling interests |
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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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Net earnings prior to Reorganization Transactions |
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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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— |
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— |
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Effect of the Reorganization Transactions (as adjusted) |
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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 Class B 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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— |
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Issuance of Class A common stock sold in the initial public offering, net of offering costs |
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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 Class A Common Stock in the initial public offering |
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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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Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering |
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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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Vested Incentive 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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Issuance of Founder loan 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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Equity plan modification from liability to equity settled due to Reorganization |
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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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Impact of Tax Receivable Agreement due to exchanges of Common Units |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss subsequent to Reorganization Transactions |
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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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|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2021 |
$ |
— |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
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)
|
|
|
|
|||||
|
|
Three Months |
|
|
Three Months |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net earnings (loss) |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Changes in fair value of interest rate swaps |
|
|
( |
) |
|
|
( |
) |
Changes in fair value of contingent earn-out liability |
|
|
( |
) |
|
|
|
|
Non-cash lease expense |
|
|
|
|
|
|
||
Deferred income tax |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation expense |
|
|
|
|
|
|
||
Net foreign exchange difference |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
|
||
Legal liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Acquisition of business, net of cash acquired |
|
|
( |
) |
|
|
|
|
Other, net |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs |
|
|
|
|
|
|
||
Payments to purchase and retire common stock |
|
|
|
|
|
( |
) |
|
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering |
|
|
|
|
|
( |
) |
|
Withholding tax paid on behalf of employees on stock-based awards |
|
|
( |
) |
|
|
|
|
Repayment of term loan |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents and restricted cash, beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, end of the period |
|
|
|
|
|
|
||
Less restricted cash |
|
|
|
|
|
|
||
Cash and cash equivalents, end of the period |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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 platforms through subscription and in-app purchases dating 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 (the “Predecessor”) 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. Accordingly, these consolidated financial statements include certain historical consolidated financial and other data for Worldwide Vision Limited for periods prior to the completion of the business combination.
On February 16, 2021, the Company completed its IPO of
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO common unitholders 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
Secondary Offering
On September 15, 2021, the Company completed a secondary offering of
Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts.
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2021 Form 10-K.
11
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2021 Form 10-K.
Certain prior year amounts have been reclassified to conform to the current year presentation.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using a hypothetical liquidation at book value method.
Statement of Changes in Equity Reclassification
As disclosed within our 2021 Annual Report on Form 10-K, beginning in the fourth quarter of 2021, the Company adjusted its Consolidated Statement of Changes in Equity to reclassify $
This change has been concluded to be immaterial to the interim condensed consolidated financial statements presented herein given it has no impact on the reported condensed consolidated statements of operations, comprehensive operations, and changes in cash flows.
The fiscal year end of the Company is December 31.
All references to the “Company”, “we”, “our” or “us” in this report are to Bumble Inc.
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, 2022 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2021 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 income taxes, the fair value and useful lives of assets acquired and liabilities assumed in business combinations, the recoverability of long-lived assets and goodwill, potential obligations associated with legal contingencies, the fair value of contingent consideration, and the fair value of derivatives and stock-based compensation.
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.
Revenue Recognition
The Company recognizes revenue from services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606:
|
(i) |
identify the contract(s) with a customer; |
|
(ii) |
identify the performance obligations in the contract; |
|
(iii) |
determine the transaction price; |
12
|
(iv) |
allocate the transaction price to the performance obligations in the contract; and |
|
(v) |
recognize revenue when (or as) the entity satisfies performance obligations. |
The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
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. Unused in-app purchase fees expire and are recognized as revenue after six months. 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, 2022 and 2021, 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 |
|
|
Three Months |
|
||
Bumble App |
|
$ |
|
|
$ |
|
||
Badoo App and Other |
|
|
|
|
|
|
||
Total Revenue |
|
$ |
|
|
$ |
|
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $
Business Combination
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition, with the exception of contract assets and contract liabilities from contracts with customers. On January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, under which the Company recognizes and measures revenue contract assets and contract liabilities (including deferred revenue) acquired in a business combination on the acquisition date as if the revenue contracts were originated by the Company in accordance with ASC 606, Revenue from Contracts with Customers. The adoption of ASU 2021-08 did not have a material impact to the Company's consolidated financial position, results of operations and cash flows. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.
Transaction costs associated with business combinations are expensed as incurred.
13
Fair Value Measurements
The Company follows ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The Company uses the fair value hierarchy to categorize the financial instruments measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.
The three levels of the fair value hierarchy are as follows:
|
|
Level 1 - Quoted prices in active markets for identical assets or liabilities. |
|
|
Level 2 - Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. |
|
|
Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available. |
Restructuring Charges
Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation 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. See Note 8, Restructuring, for additional information.
Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function.
Earnings (Loss) per Share / Unit
Basic earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted average number of common shares / units outstanding during the period. Diluted earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted-average share / units outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share / unit.
See Note 13, Earnings (Loss) per Share / Unit, for additional information on dilutive securities.
Stock-Based Compensation
The Company issues stock-based awards to employees that are generally in the form of stock options, restricted shares, incentive units, or restricted stock units (“RSUs”). Compensation cost for equity awards is measured at their grant-date fair value, and in the case of restricted shares and RSUs is estimated based on the fair value of the Company’s underlying common stock. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of the Company’s common stock on the grant date, including the expected term of the award, the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s stock. For time-vesting awards, compensation cost is recognized over the requisite service period, which is generally the vesting period, using the graded attribution method. For performance-based stock awards, compensation expense is recognized over the requisite service period on a straight-line basis when achievement is probable. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the performance conditions to be probable of occurring.
For periods prior to the Company’s IPO, the grant date fair value of stock-based compensation awards and the underlying equity were determined on each grant date using a Monte Carlo model. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility.
See Note 14, Stock-based Compensation, for additional information on the Company’s stock-based compensation plans and awards.
14
Recently Issued Pronouncements Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” 2020-04) and related amendments on Reference Rate Reform, which provided optional guidance and exceptions to for applying GAAP to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The amendments are effective prospectively at any point through December 31, 2022. The Company continues to evaluate the potential impact of adopting this new accounting guidance on its consolidated financial position, results of operations and cash flows. The Company plans to adopt the pronouncement during the fiscal year ending December 31, 2022.
Note 3 - Income Taxes
The Company is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain jurisdictions with respect to its allocable share of any net taxable income of Buzz Holdings L.P. For the three months ended March 31, 2022, our effective tax rate is (
Our effective tax rate for the three months ended March 31, 2021 was (
Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement
In connection with the Reorganization Transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of
We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the IPO, and assuming all vested Incentive Units were converted to Common Units and immediately exchanged for shares of Class A common stock at the IPO price of $
We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have
15
to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statement of operations.
Note 5 - Business Combination
The Company entered into a definitive agreement to purchase all of the outstanding shares of Flashgap SAS (“Flashgap”), pursuant to a Share Purchase Agreement dated January 31, 2022 (“Purchase Agreement”), by and among Bumble, Flashgap SAS, and the company’s selling shareholders, for a purchase price of approximately $
The following tables summarize the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands):
Cash consideration |
|
$ |
|
|
Fair value of contingent earn-out liability |
|
|
|
|
Total purchase price |
|
$ |
|
Purchase price allocation |
|
$ |
|
||
Less fair value of net assets acquired: |
|
|
|
||
Cash and cash equivalents |
|
|
|
||
Accounts receivable |
|
|
|
||
Other current assets |
|
|
|
||
Property and equipment |
|
|
|
||
Intangible assets |
|
|
|
||
Deferred revenue |
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
Deferred tax liabilities |
|
|
( |
) |
|
Net assets acquired |
|
|
|
||
Goodwill |
|
$ |
|
Goodwill is primarily attributable to assembled workforce, expected synergies and other factors.
|
|
Acquisition |
|
|
Weighted- |
|
||
Brand |
|
$ |
|
|
|
|
||
Developed technology |
|
|
|
|
|
|
||
User base |
|
|
|
|
|
|
||
Total identifiable intangible assets acquired |
|
$ |
|
|
|
|
The fair values of the acquired brand and developed technology were determined using a relief from royalty methodology. The fair value of the user base was determined using an excess earnings methodology. The valuations of intangible assets incorporates significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows.
As of March 31, 2022, the Company has recognized approximately $
16
Note 6 - Property and Equipment, net
A summary of the Company’s property and equipment, net is as follows (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Computer equipment |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Total property and equipment, gross |
|
$ |
|
|
$ |
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
Depreciation expense related to property and equipment, net for the three months ended March 31, 2022 and 2021 was $
Note 7 - Goodwill and Intangible Assets, net
Goodwill
The changes in the carrying amount of goodwill for the periods presented is as follows (in thousands):
Balance as of December 31, 2021 |
|
$ |
|
|
Fruitz acquisition |
|
|
|
|
Foreign currency translation adjustment |
|
|
( |
) |
Balance as of March 31, 2022 |
|
$ |
|
Intangible Assets, net
A summary of the Company’s intangible assets, net is as follows (in thousands):
|
|
March 31, 2022 |
|
|||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Impairment losses |
|
|
Net |
|
|
Weighted- |
|
|||||
Bumble and Badoo brands |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Indefinite |
|
|||||
Fruitz brand |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
User base |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Impairment losses |
|
|
Net |
|
|
Weighted- |
|
|||||
Bumble and Badoo brands |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Indefinite |
|
|||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
User base |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
Amortization expense related to intangible assets, net for each of the three-month periods ended March 31, 2022 and 2021, was $
17
As of March 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):
Remainder of 2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 and thereafter |
|
|
|
|
Total |
|
$ |
|
Note 8 - Restructuring
During the three months ended March 31, 2022, the Company adopted a restructuring plan to discontinue our existing operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus. The Company plans to substantially exit its Russian operations by the end of 2022. In connection with the restructuring plan, approximately
The following table presents the total restructuring changes by function (in thousands):
|
|
Three Months |
|
|||||
Cost of revenue |
|
$ |
|
|||||
Selling and marketing |
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|||||
Product development |
|
|
|
|||||
Total |
|
$ |
|
During the three months ended March 31, 2022, the Company incurred $
The following table summarizes the restructuring related liabilities (in thousands):
|
|
Employee Related Benefits |
|
|
Other |
|
|
Total |
|
|||
Balance as of December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Non-cash items |
|
|
|
|
|
|
|
|
|
|||
Balance as of March 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
Note 9 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Capitalized aggregator fees |
|
$ |
|
|
$ |
|
||
Prepayments |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
18
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Legal liabilities |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Income tax payable |
|
|
|
|
|
|
||
Other payables |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
Other non-current liabilities are comprised of the following balances (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Lease liabilities |
|
$ |
|
|
$ |
|
||
Contingent earn-out liability |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
Note 10 - 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, 2022 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
There were no transfers between levels between March 31, 2022 and December 31, 2021.
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’s contingent earn-out liability that is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) totaled $
19
As of March 31, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $
In addition, as of March 31, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment 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 forecasts of earnings and/or the relevant operating metrics and changes in discount rates. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was ($
Note 11 - Debt
Total debt is comprised of the following (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Term Loan due January 29, 2027 |
|
$ |
|
|
$ |
|
||
Less: unamortized debt issuance costs |
|
|
|
|
|
|
||
Less: current portion of debt, net |
|
|
|
|
|
|
||
Total long-term debt, net |
|
$ |
|
|
$ |
|
Credit Agreements
On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”). The Original Credit Agreement permitted the Company to borrow up to $
On October 19, 2020, the Company amended the Original Credit Agreement and entered into the First Amendment to the Credit Agreement (the “Amended Credit Agreement”), which provides for incremental borrowing of an aggregate principal amount of $
On March 31, 2021, the Company used proceeds from the IPO to repay outstanding indebtedness on the Incremental Term Loan Facility in an aggregate principal amount of $
Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the revolving credit facility is between
20
As the loans are issued with a floating rate of interest, the Company believes that the fair value of the obligations is approximated by the principal amount of the loans as of March 31, 2022. The carrying value of the Term Loans includes the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumes the carrying value of the debt, before any transaction costs, would closely approximate the fair value of the loan obligation with the assumptions above.
Future maturities of long-term debt as of March 31, 2022, were as follows (in thousands):
Remainder of 2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 and thereafter |
|
|
|
|
Total |
|
$ |
|
Note 12 - Shareholders' Equity
Equity Structure Prior to Initial Public Offering and Reorganization
Limited Partner’s Interest
On January 29, 2020, Bumble Holdings, and the wholly owned indirect subsidiary, Buzz Merger Sub Limited, executed the Merger Agreement with Worldwide Vision Limited whereby Bumble Holdings agreed to purchase all of the outstanding equity interest of Worldwide Vision Limited. In conjunction with the Sponsor Acquisition, the equity that was in existence in the Predecessor periods was settled and no longer outstanding subsequent to January 29, 2020.
Prior to the IPO, Limited Partners' Interest was inclusive of Capital Contribution from the Parent, Additional Paid-in Capital, and Retained Earnings. The capital structure of Bumble Holdings consisted of two different classes of limited partnership interests, Class A and Class B units. Class A units were issued and held by Blackstone, an affiliate of Accel Partners LP., our Founder, and certain members of senior management in exchange for capital contributions (“Class A Units”). Class B units were issued to senior management, select members of the Company's board of directors (the “Board”) and select employees of Bumble Holdings and represent profit interests of Bumble Holdings which vest subject to certain service and performance conditions.
As of December 31, 2020, there were
Noncontrolling Interests
Prior to the IPO, the Company’s noncontrolling interests represented a reserve for minority interests’ share of accumulated profits and losses of Huggle App (UK) Limited and Lumen App Limited and pre-Sponsor Acquisition, Bumble Holding Limited and its subsidiaries.
Initial Public Offering
On February 16, 2021, the Company completed its IPO of
Secondary Offering
On September 15, 2021, the Company completed a secondary offering of
Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts.
21
Reorganization
Prior to the IPO, on February 10, 2021 the limited partnership agreement of Bumble Holdings was amended and restated, resulting in the following:
As part of the Reorganization Transactions, the Blocker Companies entered into certain restructuring transactions that resulted in the Pre-IPO Shareholders acquiring newly issued shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and the Company acquiring an equal number of outstanding Common Units.
Additionally, Bumble Inc. and the holders of all Common Units entered into an exchange agreement in which the holders of the Common Units will have the right on a quarterly basis to exchange their Common Units for shares of Class A common stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Subsequent to the Reorganization Transactions, our Sponsor effected certain exchanges of Common Units for Class A shares that were contemplated to have occurred pursuant to the Blocker Restructuring, with the net change to the capital structure being
Amendment and Restatement of Certificate of Incorporation
The Company’s amended and restated certificate of incorporation has three classes of ownership interests:
Class A Common Stock
Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled to
As of March 31, 2022 and December 31, 2021, there were
Class B Common Stock
Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, to
22
Stockholder, to a number of votes equal to
As of March 31, 2022 and December 31, 2021, there were
Preferred Stock
The Company is authorized to issue, without the approval of its stockholders, one or more series of preferred stock. The Board may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights.
As of March 31, 2022 and December 31, 2021,
Treasury Stock
During the three months ended March 31, 2021, the Company used a portion of the proceeds from the issuance of
During the three months ended June 30, 2021, the Company retired and restored the treasury stock to the status of authorized, but unissued, shares of Class A Common Stock.
Noncontrolling Interests
The Company’s noncontrolling interests represent a reserve related to the Common Units held by the pre-IPO Common Unitholders and the Common Units to which continuing incentive unitholders would be entitled to following exchange of their Vested Incentive Units.
Note 13 - Earnings (Loss) per Share / Unit
The Company computes earnings per share (“EPS”) of Class A common stock using the two-class method required for participating securities. The Company considers unvested restricted shares and vested RSUs to be participating securities because holders are entitled to be credited with dividend equivalent payments, upon the payment by the Company of dividends on shares of Common Stock.
Undistributed earnings allocated to participating securities are subtracted from net earnings (loss) attributable to Bumble Inc. in determining net earnings (loss) attributable to common stockholders. Basic EPS is computed by dividing net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of shares of our Class A Common Stock / Units outstanding.
For the calculation of diluted EPS, net earnings (loss) attributable to common stockholders / unitholders for basic EPS is adjusted by the effect of dilutive securities.
Diluted EPS attributable to common stockholders / unitholders is computed by dividing the resulting net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of common shares / units outstanding, adjusted to give effect to dilutive elements including restricted shares, RSUs, and options to the extent these are dilutive.
The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share / unit for the three months ended March 31, 2022 and 2021 (in thousands).
|
|
Three Months |
|
|
Three Months |
|
||
Numerator: |
|
|
|
|
|
|
||
Net earnings (loss) |
|
$ |
|
|
$ |
|
||
Net earnings (loss) attributable to noncontrolling interests |
|
|
|
|
|
( |
) |
|
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
$ |
|
|
$ |
|
23
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share / unit (in thousands, except share / unit amounts, and per share / unit amounts, unaudited).
|
|
Three Months |
|
|
Three Months |
|
||
Basic earnings (loss) per share / unit attributable to common stockholders / unitholders |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
$ |
|
|
$ |
|
||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
||
Net earnings (loss) attributable to common stockholders / unitholders |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Weighted average number of shares of Class A common stock / units outstanding |
|
|
|
|
|
|
||
Basic earnings (loss) per share / unit attributable to common stockholders / unitholders |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Diluted earnings (loss) per share / unit attributable to common stockholders / unitholders |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
$ |
|
|
$ |
|
||
Increase in net earnings (loss) attributable to common shareholders upon conversion of potentially dilutive Common Units |
|
|
|
|
|
|
||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
||
Net earnings (loss) attributable to common stockholders / unitholders |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Number of shares / units used in basic computation |
|
|
|
|
|
|
||
Add: weighted-average effect of dilutive securities |
|
|
|
|
|
|
||
Restricted shares |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
Options |
|
|
|
|
|
|
||
Common Units to Convert to Class A Common Stock |
|
|
|
|
|
|
||
Weighted average shares of Class A common stock / units outstanding used to calculate diluted earnings (loss) per share / unit |
|
|
|
|
|
|
||
Diluted earnings (loss) per share / unit attributable to common stockholders / unitholders |
|
$ |
|
|
$ |
|
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
|
|
Three Months |
|
|
Three Months |
|
||
Time-vesting awards: |
|
|
|
|
|
|
||
Options |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
Incentive units |
|
|
|
|
|
|
||
Total time-vesting awards |
|
|
|
|
|
|
||
Exit-vesting awards: |
|
|
|
|
|
|
||
Options |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
Incentive units |
|
|
|
|
|
|
||
Total exit-vesting awards |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
24
Note 14 - Stock-based Compensation
Total stock-based compensation cost, net of forfeitures, was as follows:
|
|
|
|
|
|
|
||
(In thousands) |
|
Three Months |
|
|
Three Months |
|
||
Cost of revenue |
|
$ |
|
|
$ |
|
||
Selling and marketing expense |
|
|
( |
) |
|
|
|
|
General and administrative expense |
|
|
|
|
|
|
||
Product development expense |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
Plans
Prior to the IPO, Bumble Holdings had
In connection with the Sponsor Acquisition, Bumble Holdings and Buzz Management Aggregator L.P., an interest holder in Bumble Holdings, adopted two new incentive plans for the employees’ performance and retention purposes, namely the Employee Incentive Plan (“Non-U.S. Plan”) and the Equity Incentive Plan (“U.S. Plan”). The participants of the Non-U.S. Plan and U.S. Plan are selected employees of the Company and the subsidiaries. Bumble Holdings and Buzz Management Aggregator L.P. also adopted one incentive plan for Whitney Wolfe Herd (the “Founder Plan”). Awards granted under the Founder Plan and U.S. Plan were in the form of Class B Units in Bumble Holdings and Class B Units in Buzz Management Aggregator L.P, respectively (collectively, the “Class B Units”). Under the Non-U.S. Plan, participants have received phantom awards of Class B Units in Buzz Management Aggregator L.P. (the “Phantom Class B Units”) that are settled in cash equal to the notional value of the Buzz Management Aggregator Class B Units at the settlement date.
The Class B Units under the Founder Plan and U.S. Plan and the Phantom Class B Units under the Non-U.S. Plan comprise:
Time-Vesting Class B Units and Exit-Vesting Class B Units
Expense for the Time-Vesting Class B Units and Exit-Vesting Class B Units was based on the grant date fair value of the Class B Units. The grant date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted in the following table. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury zero-coupon issues. Forfeitures were accounted for as they occurred.
The weighted-average assumptions the Company used in the Monte Carlo model for 2020 are as follows:
Dividend yield |
|
|
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected time to liquidity event (years) |
|
|
|
25
Post-IPO Award Reclassification
In connection with the Company’s IPO, awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows:
In each of the above reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirement). Each Post-IPO award was converted to reflect the $
At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, the Company has begun to recognize stock-based compensation expense in relation to the Exit-Vesting awards. During the three months ended March 31, 2022 and 2021, the Company recognized compensation cost related to the reclassified Exit-Vesting awards of $
2021 Omnibus Plan
In connection with the IPO, the Company adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. The 2021 Omnibus Plan provides the Company with flexibility to use various equity-based incentive awards as compensation tools to motivate and retain the Company’s workforce. The Company has initially reserved
The fair value of Time-Vesting awards granted or modified at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumptions:
Volatility |
|
|
||
Expected Life |
|
|
||
Risk-free rate |
|
|
||
Fair value per unit |
|
$ |
|
|
Dividend yield |
|
|
% |
|
Discount for lack of marketability(1) |
|
|
The fair value of Exit-Vesting awards granted or modified at the time of the IPO was determined using a Monte Carlo simulation approach in an option pricing framework, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the Valuation Date to the date of Management's expected exit date - a date at which MOIC and IRR realized by the Sponsor can be calculated ("Sponsor Exit"), with the following assumptions:
Volatility |
|
|
% |
|
Expected Life |
|
|
||
Risk-free rate |
|
|
% |
|
Fair value per unit |
|
$ |
|
|
Dividend yield |
|
|
% |
|
Discount for lack of marketability(1) |
|
|
% |
(1)
26
The fair value of Time-Vesting Options granted during the three months ended March 31, 2022 was determined using the Black-Scholes option pricing model with the following assumptions:
Volatility |
|
|
% |
||
Expected Life |
|
|
|||
Risk-free rate |
|
|
|||
Fair value per unit |
|
$ |
|
||
Dividend yield |
|
|
% |
Incentive Units in Bumble Holdings:
The following table summarizes information around Incentive Units in Bumble Holdings. These include grants of Class B Units that were reclassified into Incentive Units as described above, as well as Incentive Units issued to new recipients. The Incentive Units received as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units. The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification.
|
|
|
|
|||||||||||||
|
|
Time-Vesting Incentive Units |
|
|
Exit-Vesting Incentive Units |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested as of March 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $
Restricted Shares of Class A Common Stock in Bumble Inc.:
The following table summarizes information around restricted shares in the Company. The restricted shares granted as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units.
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Time-Vesting Restricted Shares of Class A Common Stock |
|
|
Weighted- |
|
|
Exit-Vesting Restricted Shares of Class A Common Stock |
|
|
Weighted- |
|
||||
|
|
Number of |
|
|
|
|
|
Number of |
|
|
|
|
||||
Unvested as of December 31, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of March 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting restricted shares is $
27
RSUs in Bumble Inc.:
The following table summarizes information around RSUs in the Company. These include grants of Phantom Class B Units that were reclassified into RSUs in conjunction with the IPO, as well as Promised RSUs issued to new recipients. The RSUs granted as a result of the reclassification of Phantom Class B Units retain the vesting attributes (including original service period vesting start date) of the Phantom Class B Units. As the Phantom Class B Units were legally settled in cash and the RSUs will be settled with equity, this represents a liability-to-equity modification. The Company reclassified any outstanding liabilities to equity and recognized expense in accordance with the appropriate pattern using the modification date fair value.
Time-Vesting RSUs that were granted as a result of the Reclassification generally vest in equal annual installments over a
|
|
|
|
|||||||||||||
|
|
Time-Vesting RSUs |
|
|
Exit-Vesting RSUs |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2021 |
|
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|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
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|
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|
|
|
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|
||||
Vested |
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|
( |
) |
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|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of March 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting RSUs is $
Options
Under the 2021 Omnibus Plan, the Company has granted certain stock options with the underlying equity being shares of the Company’s Class A common stock. These stock options are inclusive of both Time-Vesting stock options and Exit-Vesting stock options. Time-Vesting stock options either vest over a or a
The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options as of March 31, 2022:
|
|
March 31, 2022 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
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|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|||
Exercisable as of March 31, 2022 |
|
|
|
|
|
|
|
|
|
28
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options as of March 31, 2022:
|
|
March 31, 2022 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|||
Exercisable as of March 31, 2022 |
|
|
|
|
|
|
|
|
|
Total unrecognized compensation cost related to the Time-Vesting options is $
Options have a maximum contractual term of
Aggregate intrinsic value |
|
|
|
|
Time-Vesting options outstanding |
|
|
|
|
Time Vesting options exercisable |
|
|
|
|
Exit-Vesting options outstanding |
|
|
|
|
Exit-Vesting options exercisable |
|
N/A |
|
|
Weighted-average remaining contractual term (in years) |
|
|
|
|
Time-Vesting options outstanding |
|
|
|
|
Time Vesting options exercisable |
|
|
|
|
Exit-Vesting options outstanding |
|
|
|
|
Exit-Vesting options exercisable |
|
N/A |
|
Employee Stock Purchase Plan
In connection with the IPO,
29
Note 15 - Related Party Transactions
In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below.
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|||||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
Three Months Ended March 31, 2022 |
|
|
Three Months Ended March 31, 2021 |
|
||
Other |
|
Marketing costs |
|
|
$ |
|
|
$ |
|
|||
Company owned by a |
|
Loans repaid by Whitney Wolfe Herd |
|
|
|
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||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
March 31, |
|
|
December 31, |
|
||
Parent Company of the |
|
Loan granted - current |
|
Loans to related companies |
|
$ |
|
|
$ |
|
Founder Loan
On January 29, 2020, the Company recognized a $
On January 14, 2021, our Founder settled the outstanding balance of the loan plus accrued interest for a total of $
Underwriting of IPO
Blackstone Securities Partners L.P., an affiliate of Blackstone, underwrote
Redemption of Class A Common Stock and Purchase Common Units in Connection with the IPO
The Company used the proceeds from the issuance of
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).
Other
The Company uses Liftoff Mobile Inc. ("Liftoff"), a company in which Blackstone affiliated funds hold a controlling interest since March 2021, for marketing purposes. During the three months ended March 31, 2022, the Company incurred costs related to these transactions of $
30
Note 16 - Segment and Geographic Information
The Company operates as a single operating segment. The Company’s chief operating decision maker is the CEO, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue by major geographic region is based upon the location of the customers who receive the Company’s services.
|
|
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|
|||||
|
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Three Months |
|
|
Three Months |
|
||
North America |
|
$ |
|
|
$ |
|
||
Rest of the world |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
The United States is the only country with revenues of
The information below summarizes property and equipment, net by geographic area (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
United Kingdom |
|
$ |
|
|
$ |
|
||
United States |
|
|
|
|
|
|
||
Czech Republic |
|
|
|
|
|
|
||
The Netherlands |
|
|
|
|
|
|
||
Rest of the world |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Note 17 - 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. Historically, the Company has not been obligated to make any payments for indemnification obligations, and
The Company is involved in certain lawsuits, claims and proceedings that arise from time to time. The Company records a liability for these when it is believed to be probable that the Company has incurred a loss and the amount can be reasonably estimated. The Company regularly evaluates current information to determine whether it should adjust a recorded liability or record a new one. If the Company determines that there is a reasonable possibility that a loss may be incurred and the loss or range of loss can be estimated, the possible loss is disclosed in the accompanying notes to the condensed consolidated financial statements to the extent material.
Litigation
In late 2021 and early 2022, four putative class action lawsuits were filed against the Company in Illinois alleging that certain features of the Badoo or Bumble apps violate the Illinois Biometric Privacy Act (“BIPA”). These lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. A fifth putative class action was also filed against the Company in late 2021 in California alleging that Bumble app users’ information was collected, used, and
31
disseminated in violation of California’s consumer protection and privacy laws. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in the California action) punitive damages. These cases are still in early stages and at this time the Company cannot reasonably estimate a range of potential liability, if any, which may arise therefrom.
Since January 2022, a purported class action complaint has been filed in the United States District Court for the Southern District of New York naming, among others, the Company, our Chief Executive Officer, our Chief Financial Officer, our board of directors and Blackstone, as defendants. The class action complaint asserts claims under the U.S. federal securities laws, purportedly brought on behalf of a class of purchasers of shares of Class A common stock in in Bumble’s secondary public stock offering which took place in September 2021 (the “SPO”), that the SPO Registration Statement and prospectus 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 class action complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief. The Company believes that the allegations contained in the complaint are without merit and intend to defend the complaint vigorously.
A shareholder derivative complaint was subsequently filed in the United States District Court for the Southern District of New York against the Company and certain directors and officers. The derivative complaint alleges a breach of fiduciary duty against management and our board of directors based on the same allegations and events described in the class action complaint. The complaint seeks unspecified damages, an award of costs and disbursements, including reasonable attorneys’ fees, and that the Company be directed to take action to reform its corporate governance and internal procedures. The Company cannot predict at this point the length of time that these actions will be ongoing or the liability, if any, which may arise therefrom.
From time to time, the Company is subject to patent litigations asserted by non-practicing entities. Two such matters were settled during the three months ended March 31, 2022.
As of March 31, 2022 and December 31, 2021, the Company determined that provisions of $
32
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” and Part I, “Item 1A—Risk Factors" in our 2021 Form 10-K.
Overview
We provide online dating and social networking platforms through subscription and in-app purchases of dating products servicing North America, Europe and various other countries around the world. Bumble operates three apps, Bumble, Badoo and Fruitz. Our apps monetize via a freemium model, where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. We launched Bumble app in 2014 to address antiquated gender norms and a lack of kindness and accountability on the internet. By placing women at the center – where women make the first move – we are building a platform that is designed to be safe and empowering for women, and in turn, provide a better environment for everyone. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. In January 2022, we acquired Fruitz, a fast-growing dating app with a Gen Z focus, which is a growing segment of online dating consumers. Fruitz encourages open and honest communication of dating intentions through playful fruit metaphors. Our consolidated results for the three months ended March 31, 2022 included the operating results of Fruitz from January 31, 2022. Revenues from Fruitz were included in Badoo App and Other Revenue but excluded from our key operating metrics. For additional information, see Note 5, Business Combination, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Year-to-Date March 31, 2022 Consolidated Results
For the three months ended March 31, 2022 and 2021, 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.”
33
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 Fruitz:
(In thousands, except ARPPU) |
|
Three Months |
|
|
Three Months |
|
||
Key Operating Metrics |
|
|
|
|
|
|
||
Bumble App Paying Users |
|
|
1,775.2 |
|
|
|
1,352.8 |
|
Badoo App and Other Paying Users |
|
|
1,232.0 |
|
|
|
1,450.5 |
|
Total Paying Users |
|
|
3,007.2 |
|
|
|
2,803.3 |
|
Bumble App Average Revenue per Paying User |
|
$ |
29.18 |
|
|
$ |
27.75 |
|
Badoo App and Other Average Revenue per Paying User |
|
$ |
13.51 |
|
|
$ |
12.76 |
|
Total Average Revenue per Paying User |
|
$ |
22.76 |
|
|
$ |
19.99 |
|
|
|
|
|
|||||
(In thousands, except per share / unit data and percentages) |
|
Three Months |
|
|
Three Months |
|
||
Condensed Consolidated Statements of Operations Data: |
|
|
|
|
|
|
||
Revenue |
|
$ |
211,199 |
|
|
$ |
170,713 |
|
Net earnings (loss) |
|
|
23,938 |
|
|
|
323,442 |
|
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
|
16,395 |
|
|
|
341,790 |
|
Net earnings (loss) per unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
|
|
|
|
|
||
Basic earnings (loss) per share / unit |
|
$ |
0.13 |
|
|
$ |
1.74 |
|
Diluted earnings (loss) per share / unit |
|
$ |
0.13 |
|
|
$ |
1.69 |
|
|
|
|
|
|
|
|
||
(In thousands) |
|
March 31, |
|
|
December 31, |
|
||
Condensed Consolidated Balance Sheets Data: |
|
|
|
|
|
|
||
Total assets |
|
$ |
3,795,402 |
|
|
$ |
3,775,820 |
|
Cash and cash equivalents |
|
|
308,788 |
|
|
|
369,175 |
|
Long-term debt, net including current maturities |
|
|
622,292 |
|
|
|
622,939 |
|
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
34
they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
See “—Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Impact of Russia-Ukraine Conflict
The ongoing conflict between Russia and Ukraine has increased global economic and political uncertainty. On March 8, 2022, we announced that we will discontinue our operations in Russia and remove all of our apps from the Apple App Store and Google Play Store in Russia and Belarus. Our decision to discontinue our operations in Russia and remove all of our apps from the Apple App Store and Google Play Store in Russia and Belarus has led to reduced revenues and Paying Users from these countries and increased costs. For further information regarding revenues and Paying Users see the “Results of Operations―Comparison of the Three Months Ended March 31, 2022 and 2021―Revenue” section further below. For further information regarding the cost related to our discontinuation of operations in Russia see Note 8, 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.
As of March 31, 2022, the net assets of our subsidiary in Russia comprised 0.3% of total net assets and revenue from Russia, Belarus and Ukraine combined were approximately 1.9% of our total revenue. Operating costs related to our Russian operations were approximately 1.7% of our total operating costs for the three months ended March 31, 2022.
For additional information, see “Risk Factors—Risks Related to Our Brand, Products and Operations―Our operations may be adversely affected by ongoing developments in Russia, Ukraine and surrounding countries, including due to the impact of our decision to discontinue our operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus” in Part I, Item 1A. of our 2021 Form 10-K.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. Since that time, COVID-19 has impacted market and economic conditions globally, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus, as well as changes in consumer behavior as some individuals have become reluctant to engage in social activities with people outside their households. While many jurisdictions are relaxing restrictions, others have remained in place with some areas continuing to experience renewed outbreaks and surges in infection rates despite more widespread availability of vaccines. The extent to which such measures are removed or new measures are put in place will depend upon how the pandemic evolves, as well as the distribution, efficacy and acceptance of available vaccines and the rates at which they are administered. Future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves or the emergence of new variants of the virus, have had and are likely to continue to have an adverse impact on global economic conditions and consumer confidence and spending in many parts of the world for some time. Such macroeconomic conditions have adversely affected and may continue to adversely affect demand, and/or users’ ability to pay, for our products and services, particularly in the geographic and demographic markets in which Badoo app operates.
We continue to follow the COVID-19 situation closely as it evolves and monitor guidance from international and domestic authorities, including federal, state and local public health authorities, and there may be developments outside our control requiring us to adjust our operating plan. As such, given the unprecedented uncertainty around the duration and severity of the impact on market conditions and the business environment, we cannot reasonably estimate the full impacts of the COVID-19 pandemic on our business, financial condition and results of operations in the future.
For additional information, see “Risk Factors—General Risk Factors—Our business and results of operations may be materially adversely affected by the ongoing COVID-19 outbreak or other similar outbreaks” in Part I, Item 1A. of our 2021 Form 10-K.
35
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.
Initial Public Offering and Offering Transactions
On February 10, 2021, our registration statement on Form S-1 relating to our initial public offering (“IPO”) was declared effective by the U.S. Securities and Exchange Commission, and our Class A common stock began trading on the NASDAQ on February 11, 2021. Our IPO closed on February 16, 2021.
Bumble Inc. issued and sold 57.5 million shares of its Class A common stock in the IPO, including 7.5 million shares sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares. Bumble Inc. used the proceeds (net of underwriting discounts) from the issuance of 9 million shares ($369.6 million) to acquire an equivalent number of newly-issued Common Units from Buzz Holdings L.P, which Buzz Holdings L.P. used to repay outstanding indebtedness under our Term Loan Facility totaling approximately $200.0 million in aggregate principal amount and approximately $148.3 million for general corporate purposes, and to bear all of the expenses of the IPO. Bumble Inc. used the proceeds (net of underwriting discounts) from the issuance of 48.5 million shares ($1,991.6 million) to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from our pre-IPO owners. We refer to the foregoing transactions as the “Offering Transactions”.
Secondary Offering
On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone Inc. (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million Class A shares for the period ending September 30, 2021.
Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts.
Reorganization Transactions
Prior to the completion of the IPO, we undertook certain reorganization transactions (the “Reorganization Transactions”) such that Bumble Inc. is now a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. now operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. The Reorganization Transactions were accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Bumble Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Bumble Holdings, the accounting predecessor. Bumble Inc. will consolidate Bumble Holdings on its consolidated financial statements and record a non-controlling interest, related to the Common Units and the Incentive Units held by our pre-IPO owners, on its consolidated balance sheet and statement of operations.
Bumble Inc. is a corporation for U.S. federal and state income tax purposes. Bumble Inc.’s accounting predecessor, Bumble Holdings is and has been since the Sponsor Acquisition, treated as a flow-through entity for U.S. federal income tax purposes, and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, the historical results of operations and other financial information set forth in this Quarterly Report do not include any material provisions for U.S. federal income tax for the period prior to our IPO. Following our IPO, Bumble Inc. pays U.S. federal and state income taxes as a corporation on its share of Bumble Holdings’ taxable income.
In addition, in connection with the Reorganization Transactions and our IPO, we entered into the tax receivable agreement as described under “―Tax Receivable Agreement.”
Tax Receivable Agreement
In connection with the Reorganization Transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO, increases in our share of existing tax basis and adjustments to the tax basis of the assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units), and our utilization of certain tax attributes of the
36
Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis) and certain other tax benefits related to entering into the tax receivable agreement.
We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the IPO, and assuming all vested Incentive Units were converted to Common Units and immediately exchanged for shares of Class A common stock at the IPO prices of $43.00 per share of Class A common stock) is approximately $2,603 million, which includes the Company’s allocable share of existing tax basis acquired in the IPO, which we have determined to be approximately $1,728 million. In determining the Company’s allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
We have determined that it is more likely than not that we will be unable to realize certain tax benefits that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of March 31, 2022. The Company is entitled to certain depreciation and amortization deductions as a result of its allocable share of existing tax basis acquired in the IPO and increases in its allocable share of existing basis and adjustments to the tax basis of the assets of Bumble Holdings as a result of sales or exchanges in connection with the IPO. There is significant existing tax basis in the assets of Bumble Holdings as a result of the Sponsor Acquisition. Based on current projections, we anticipate having sufficient taxable income to be able to realize these tax benefits and have recorded a liability of $389.0 million associated with the tax receivable agreement related to these benefits. The ability of the deferred tax assets to be realized is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. We will assess the ability of the deferred tax assets to be realized at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. During the three months ended March 31, 2022, our tax receivable agreement liability did not materially change.
Employee Equity Plans
In connection with the Reorganization Transactions and our IPO, we undertook a number of modifications to existing employee equity plans such that awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows:
In all cases of respective reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirement). Each Post-IPO award was converted to reflect the $43.00 share price contemplated in the Company’s IPO while retaining the same economic value in the Company.
In connection with the IPO, we adopted the 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan), which became effective on the date immediately prior to the effective date of the IPO. Under the 2021 Omnibus Plan, we granted equity awards as follows:
37
At the IPO date, we concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, we started to recognize stock-based compensation expense for the Exit-Vesting awards. During the three months ended March 31, 2022 and 2021, we recognized compensation cost related to the reclassified Exit-Vesting awards of $0.9 million and $11.3 million, respectively.
For additional information, see Note 14, Stock-based Compensation, 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, Badoo and Fruitz apps via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage.
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 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, employee compensation (including stock-based compensation) and, other employee related costs and restructuring charges. Expenses relating to customer care functions such as customer service, moderators and other auxiliary costs associated with providing services to customers such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims, 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.
38
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Interest income (expense)
Interest income (expense) consists of interest income received on related party loans receivables and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement (benefit) expense and fair value changes in derivatives and investments.
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 |
|
|
Three Months |
|
||
Revenue |
|
$ |
211,199 |
|
|
$ |
170,713 |
|
Operating costs and expenses: |
|
|
|
|
|
|
||
Cost of revenue |
|
|
56,781 |
|
|
|
47,747 |
|
Selling and marketing expense |
|
|
56,829 |
|
|
|
46,838 |
|
General and administrative expense |
|
|
26,446 |
|
|
|
126,524 |
|
Product development expense |
|
|
25,195 |
|
|
|
35,045 |
|
Depreciation and amortization expense |
|
|
26,929 |
|
|
|
26,955 |
|
Total operating costs and expenses |
|
|
192,180 |
|
|
|
283,109 |
|
Operating earnings (loss) |
|
|
19,019 |
|
|
|
(112,396 |
) |
Interest income (expense) |
|
|
(5,883 |
) |
|
|
(7,729 |
) |
Other income (expense), net |
|
|
13,230 |
|
|
|
6,991 |
|
Income (loss) before income taxes |
|
|
26,366 |
|
|
|
(113,134 |
) |
Income tax benefit (provision) |
|
|
(2,428 |
) |
|
|
436,576 |
|
Net earnings (loss) |
|
|
23,938 |
|
|
|
323,442 |
|
Net earnings (loss) attributable to noncontrolling interests |
|
|
7,543 |
|
|
|
(18,348 |
) |
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
$ |
16,395 |
|
|
$ |
341,790 |
|
39
The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:
|
|
|
|
|||||
|
|
Three Months |
|
|
Three Months |
|
||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
Operating costs and expenses: |
|
|
|
|
|
|
||
Cost of revenue |
|
|
26.9 |
% |
|
|
28.0 |
% |
Selling and marketing expense |
|
|
26.9 |
% |
|
|
27.4 |
% |
General and administrative expense |
|
|
12.5 |
% |
|
|
74.1 |
% |
Product development expense |
|
|
11.9 |
% |
|
|
20.5 |
% |
Depreciation and amortization expense |
|
|
12.8 |
% |
|
|
15.8 |
% |
Total operating costs and expenses |
|
|
91.0 |
% |
|
|
165.8 |
% |
Operating earnings (loss) |
|
|
9.0 |
% |
|
|
(65.8 |
)% |
Interest income (expense) |
|
|
(2.8 |
)% |
|
|
(4.5 |
)% |
Other income (expense), net |
|
|
6.3 |
% |
|
|
4.1 |
% |
Income (loss) before income taxes |
|
|
12.5 |
% |
|
|
(66.3 |
)% |
Income tax benefit (provision) |
|
|
(1.1 |
)% |
|
|
255.7 |
% |
Net earnings (loss) |
|
|
11.3 |
% |
|
|
189.5 |
% |
Net earnings (loss) attributable to noncontrolling interests |
|
|
3.6 |
% |
|
|
(10.7 |
)% |
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners |
|
|
7.8 |
% |
|
|
200.2 |
% |
The following table sets forth the stock-based compensation expense, net of forfeitures, included in operating costs and expenses:
|
|
|
|
|
|
|
||
(In thousands) |
|
Three Months |
|
|
Three Months |
|
||
Cost of revenue |
|
$ |
948 |
|
|
$ |
1,607 |
|
Selling and marketing expense |
|
|
(1,322 |
) |
|
|
5,141 |
|
General and administrative expense |
|
|
10,398 |
|
|
|
19,908 |
|
Product development expense |
|
|
7,533 |
|
|
|
19,167 |
|
Total stock-based compensation expense |
|
$ |
17,557 |
|
|
$ |
45,823 |
|
Comparison of the Three Months Ended March 31, 2022 and 2021
Revenue
|
|
|
|
|||||
(In thousands) |
|
Three Months |
|
|
Three Months |
|
||
Bumble App |
|
$ |
155,420 |
|
|
$ |
112,637 |
|
Badoo App and Other |
|
|
55,779 |
|
|
|
58,076 |
|
Total Revenue |
|
$ |
211,199 |
|
|
$ |
170,713 |
|
Total Revenue for the three months ended March 31, 2022 increased by $40.5 million, or 23.7%, compared to the same period in 2021 primarily driven by growth in Total Paying Users.
Bumble App Revenue for the three months ended March 31, 2022 increased by $42.8 million, or 38.0%, compared to the same period in 2021 driven by a 31% increase in Bumble App Paying Users to 1.8 million, and a 5.2% increase in Bumble App Average Revenue per Paying Users.
40
Badoo App and Other Revenue for the three months ended March 31, 2022, decreased by $2.3 million, or 4.0%, compared to the same period in 2021. This decrease was driven by a 15% decrease in Badoo App and Other Paying Users to 1.2 million due to the continued impact of COVID, macroeconomic conditions such as inflation, and the Company’s decision to remove all of its apps from the Apple App Store and Google Play Store in Russia and Belarus in March 2022. During the three months ended March 31, 2022 as compared to December 31, 2021, total paying users decreased by 106,000 paying users of which approximately 60,000 paying users were in Russia, Ukraine and Belarus. We expect the factors described above to continue to have an adverse impact on Badoo App and Other Paying Users in the second quarter of 2022.
The decline in Badoo App revenue for the three months ended March 2022 was partially offset by the increase of 5.9% in Badoo App and Other Average Revenue per Paying Users to $13.51. The increase in Badoo App and Other Average Revenue per Paying Users was due to a geographic shift away from Russia, Ukraine and Belarus offset by fluctuations in foreign currency exchange rates.
In addition, other revenue of $5.9 million for the three months ended March 31, 2022, increased by $3.3 million, or 127.3% compared to the same period in 2021.
Cost of revenue
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Cost of revenue |
|
$ |
56,781 |
|
|
$ |
47,747 |
|
Percentage of revenue |
|
|
26.9 |
% |
|
|
28.0 |
% |
Cost of revenue for the three months ended March 31, 2022 increased by $9.0 million, or 18.9%, as compared to the same period in 2021 driven by growth in in-app purchase fees due to increasing revenue. As a percentage of revenue, cost of revenue was 26.9% for the three months ended March 31, 2022, compared to 28.0% for the same period in 2021 due to reduced subscription fees on Android which has declined from 30% to 15%. We expect cost of revenue as a percentage of revenue to be negatively impacted by additional fees from the adoption of Google Play’s billing system by approximately 2% over the remainder of fiscal 2022.
Selling and marketing expense
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Selling and marketing expense |
|
$ |
56,829 |
|
|
$ |
46,838 |
|
Percentage of revenue |
|
|
26.9 |
% |
|
|
27.4 |
% |
Selling and marketing expense for the three months ended March 31, 2022 increased by $10.0 million, or 21.3%, as compared to the same period in 2021. The change was primarily due to an increase in digital and social media marketing costs of $13.4 million and staff costs of $2.6 million, partially offset by a decrease in stock-based compensation of $6.5 million due to forfeitures.
41
General and administrative expense
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
General and administrative expense |
|
$ |
26,446 |
|
|
$ |
126,524 |
|
Percentage of revenue |
|
|
12.5 |
% |
|
|
74.1 |
% |
General and administrative expense for the three months ended March 31, 2022 decreased by $100.1 million, or 79.1%, as compared to the same period in 2021. The change is primarily driven by a decline of $92.7 million in the fair value of the contingent earn-out liabilities, a $9.5 million decrease in stock-based compensation due to forfeitures and a $5.1 million decrease in non-recurring transaction costs and professional service fees incurred in relation to the IPO in the three months ended March 2021. These decreases were partially offset by increases in personnel-related expenses of $5.1 million.
Product development expense
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Product development expense |
|
$ |
25,195 |
|
|
$ |
35,045 |
|
Percentage of revenue |
|
|
11.9 |
% |
|
|
20.5 |
% |
Product development expense in the three months ended March 31, 2022 decreased by $9.9 million, or 28.1%, as compared to the same period in 2021. The change is primarily driven by an $11.6 million decrease in stock-based compensation due to forfeitures, partially offset by increased personnel costs of $2.1 million due to increased headcount and restructuring charges.
Depreciation and amortization expense
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Depreciation and amortization expense |
|
$ |
26,929 |
|
|
$ |
26,955 |
|
Percentage of revenue |
|
|
12.8 |
% |
|
|
15.8 |
% |
Depreciation and amortization expense for the three months ended March 31, 2022 was relatively flat compared to the same period in 2021. There was an increase in the amortization of intangibles acquired from the Fruitz acquisition in January 2022 which was offset by a decrease in amortization as a result of the write down of certain white label contracts in 2021.
Interest income (expense)
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Interest income (expense) |
|
$ |
(5,883 |
) |
|
$ |
(7,729 |
) |
Percentage of revenue |
|
|
(2.8 |
)% |
|
|
(4.5 |
)% |
Interest expense for the three months ended March 31, 2022 decreased by $1.8 million, or 23.9%, compared to the same period in 2021 as we repaid $200 million of debt in March 2021.
42
Other income (expense), net
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Other income (expense), net |
|
$ |
13,230 |
|
|
$ |
6,991 |
|
Percentage of revenue |
|
|
6.3 |
% |
|
|
4.1 |
% |
Other income (expense), net in the three months ended March 31, 2022 increased by $6.2 million, or 89.2%, compared to the same period in 2021, primarily due to a $7.9 million increase in net gain on interest rate swaps, partially offset by a $1.4 million decrease in net foreign exchange gains.
Income tax benefit (provision)
|
|
|
|
|||||
(In thousands, except percentages) |
|
Three Months |
|
|
Three Months |
|
||
Income tax benefit (provision) |
|
$ |
(2,428 |
) |
|
$ |
436,576 |
|
Effective tax rate |
|
|
(9.2 |
)% |
|
|
(385.9 |
)% |
Income tax provision was $(2.4) million for the three months ended March 31, 2022, compared to a benefit of $ $436.6 million for the same period in 2021. The tax benefit of $436.6 million recorded in the three months ended March 31, 2021 includes a $441.5 million tax benefit related to the reversal of a net deferred tax liability due to a restructuring of our international operations and a $1.3 million tax provision associated with prior period items.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business and tax receivable agreement liability remeasurement (benefit) expense, 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 and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysis, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
43
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 you 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 you to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments, transaction and other costs, litigation
44
costs net of insurance reimbursements that arise outside of the ordinary course of business and tax receivable agreement liability remeasurement (benefit) expense. 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).
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 |
|
|
Three Months |
|
||
Net earnings (loss) |
|
$ |
23,938 |
|
|
$ |
323,442 |
|
Add back: |
|
|
|
|
|
|
||
Income tax (benefit) provision |
|
|
2,428 |
|
|
|
(436,576 |
) |
Interest (income) expense |
|
|
5,883 |
|
|
|
7,729 |
|
Depreciation and amortization |
|
|
26,929 |
|
|
|
26,955 |
|
Stock-based compensation expense |
|
|
17,557 |
|
|
|
45,823 |
|
Employer costs related to stock-based compensation (1) |
|
|
1,072 |
|
|
|
— |
|
Litigation costs, net of insurance reimbursements (2) |
|
|
2,817 |
|
|
|
234 |
|
Foreign exchange (gain) loss (3) |
|
|
(2,395 |
) |
|
|
(3,843 |
) |
Changes in fair value of interest rate swaps(4) |
|
|
(10,817 |
) |
|
|
(2,944 |
) |
Transaction and other costs(5) |
|
|
3,108 |
|
|
|
13,502 |
|
Changes in fair value of contingent earn-out liability |
|
|
(20,709 |
) |
|
|
71,954 |
|
Changes in fair value of investments |
|
|
— |
|
|
|
(196 |
) |
Adjusted EBITDA |
|
$ |
49,811 |
|
|
$ |
46,080 |
|
Net earnings (loss) margin(6) |
|
|
11.3 |
% |
|
|
189.5 |
% |
Adjusted EBITDA margin |
|
|
23.6 |
% |
|
|
27.0 |
% |
|
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
$ |
19,358 |
|
|
$ |
(45,582 |
) |
Less: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
(4,996 |
) |
|
|
(2,712 |
) |
Free cash flow |
|
$ |
14,362 |
|
|
$ |
(48,294 |
) |
Operating cash flow conversion |
|
|
80.9 |
% |
|
|
(14.1 |
)% |
Free cash flow conversion |
|
|
28.8 |
% |
|
|
(104.8 |
)% |
45
Liquidity and Capital Resources
Overview
The Company’s principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures. As of March 31, 2022, we had $308.8 million of cash and cash equivalents, a decrease of $(60.4) million from December 31, 2021 primarily due to the acquisition of Fruitz.
In connection with our IPO, we used the proceeds (net of underwriting discounts) from the issuance of 9.0 million shares of Class A common stock ($369.6 million) in the IPO to purchase an equivalent number of newly issued Common Units from Bumble Holdings, which Bumble Holdings used to repay outstanding indebtedness under our Incremental Term Loan Facility totaling $200.0 million in aggregate principal amount and allocated $169.9 million to be used for general corporate purposes, to bear all of the expenses of the IPO and we expect that our future principal uses of cash will also include funding our debt obligations and paying income taxes and obligations under our tax receivable agreement. 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.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
|
|
|
|||||
(In thousands) |
Three Months |
|
|
Three Months |
|
||
Net cash provided by (used in): |
|
|
|
|
|
||
Operating activities |
$ |
19,358 |
|
|
$ |
(45,582 |
) |
Investing activities |
|
(74,716 |
) |
|
|
(2,743 |
) |
Financing activities |
|
(7,146 |
) |
|
|
166,717 |
|
Operating activities
Net cash provided by (used in) operating activities was $19.4 million for the three months ended March 31, 2022, and $(45.6) million for the three months ended March 31, 2021. This includes adjustments to net earnings (loss) for the three months ended March 31, 2022 and March 31, 2021 related to: deferred income tax of $(3.0) million and $(441.7) million respectively; change in fair value of deferred contingent consideration of $(20.7) million and $72.0 million respectively; stock-based compensation of $17.6 million and $45.8 million respectively; and depreciation and amortization of $26.9 million and $27.0 million respectively.
The changes in assets and liabilities for the three months ended March 31, 2022 and 2021 consist primarily of: changes in legal liabilities of $(0.8) million and $(30.2) million, respectively; and changes in accounts receivables of $0.5 million and $(21.1) million, respectively, driven by timing of cash receipts.
Investing activities
Net cash used in investing activities was $74.7 million and $2.7 million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily due to the acquisition of Fruitz (net of cash acquired) of $69.7 million in the three months ended March 31, 2022. In addition, the Company had capital expenditures of $5.0 million and $2.7 million in the three months ended March 31, 2022 and 2021, respectively.
Financing activities
Net cash provided by (used in) financing activities was $(7.1) million and $166.7 million in the three months ended March 31, 2022 and 2021, respectively. In the three months ended March 31, 2022, the Company used $5.7 million for share withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units, and $1.4 million to repay a portion of the outstanding indebtedness under our Original Term Loan. In the three months ended March 31, 2021, the Company received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions, of which $1,991.6 million was used to redeem shares of Class A common stock and purchase Common Units from our Sponsor and $200 million was used to repay a portion of the outstanding indebtedness under our Incremental Term Loan Facility.
46
Indebtedness
Senior Secured Credit Facilities
In connection with the Sponsor Acquisition, in January 2020, we entered into the Initial Term Loan Facility in an original aggregate principal amount of $575.0 million and the Revolving Credit Facility in an aggregate principal amount of up to $50.0 million. In connection with the Distribution Financing Transaction, in October 2020, we entered into the Incremental Term Loan Facility in an original aggregate principal amount of $275.0 million. The borrower under the Senior Secured Credit Facilities is a wholly owned subsidiary of Bumble Holdings, Buzz Finco L.L.C. (the “Borrower”).
Borrowings under the Senior Secured Credit Facilities bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Initial Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our initial public offering.
In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, 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 Initial Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Initial Term Loan Facility outstanding as of the date of the closing of the Initial 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. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025.
In October 2020, we entered into an incremental Senior Secured Term Loan Facility (the “Incremental Term Loan Facility”) in an original aggregate principal amount of $275.0 million. The Incremental Term Loan provides for additional senior secured term loans with substantially identical terms as the Initial Term Loan Facility (other than the applicable margin). A portion of the net proceeds from the initial public offering was used to repay $200 million aggregate principal amount of our outstanding indebtedness under our Term Loan Facility in the three months ended March 31, 2021. The Senior Secured Credit Facilities contain affirmative and negative covenants and customary events of default.
47
Tax Receivable Agreement
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 initial public offering and other tax benefits related to entering into the tax receivable agreement.
We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the initial public offering, and assuming all vested Incentive Units were converted to Common Units and subsequently exchanged for shares of Class A common stock at the initial public offering price of $43.00 per share of Class A common stock) is approximately $2,603.7 million, which includes the Company’s allocable share of existing tax basis acquired in this IPO, which we have determined to be approximately $1,728.1 million. In determining the Company’s allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred following the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of March 31, 2022:
|
|
Payments due by period |
|
|||||||||||||||||
(In thousands) |
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
|
Total |
|
|||||
Long-term debt |
|
$ |
5,750 |
|
|
$ |
11,500 |
|
|
$ |
619,875 |
|
|
$ |
— |
|
|
$ |
637,125 |
|
Operating leases |
|
|
4,691 |
|
|
|
7,481 |
|
|
|
10,041 |
|
|
|
6,992 |
|
|
|
29,205 |
|
Other |
|
|
1,269 |
|
|
|
5,870 |
|
|
|
— |
|
|
|
— |
|
|
|
7,139 |
|
Total |
|
$ |
11,710 |
|
|
$ |
24,851 |
|
|
$ |
629,916 |
|
|
$ |
6,992 |
|
|
$ |
673,469 |
|
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 to aggregate to $660.3 million and to range over the next 15 years from approximately $10.9 million to $58.5 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. See “― Tax Receivable Agreement.”
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 million. In addition, we entered into a contingent consideration arrangement for an earn-out payment of up to $10 million in connection with our January 2022 acquisition of Fruitz. 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 and our payment to Fruitz is dependent upon the achievement of certain net revenue targets. See Note 5, Business Combination, for additional information on the Fruitz acquisition.
48
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 Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to these accounting policies and estimates for the three months ended March 31, 2022, except as described below.
Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation 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. See Note 8, Restructuring, for additional information.
Related Party Transactions
For discussions of related party transactions, see Note 15, Related Party Transactions, to the condensed consolidated financial statements included in "Item 1 - Financial Statements (Unaudited)".
49
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, 2022 and 2021, international revenue accounted for 41.2% and 43.9% of combined revenue, respectively. Our primary exposure to foreign currency exchange risk is the underlying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro and British Pound versus the U.S. Dollar exchange rate was 7.0% and 2.6% lower in the three months ended March 31, 2022 compared to the three months ended March 31, 2021.
Historically, we have not hedged any foreign currency exposures. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Interest Rate Risk
At March 31, 2022, we had debt outstanding with a carrying value of $622.3 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, 2022 by $0.7 million based upon the outstanding debt balances and interest rates in effect during those periods. See Note 11, Debt, within the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350 million on June 22, 2020. The effective date for the interest rate swaps is June 30, 2020 and final maturity date is June 30, 2024. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350 million of the long-term debt at a rate of 0.4008%.
In July 2017, the UK’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out USD LIBOR for new loans by the end of 2021 and will stop publishing USD LIBOR after June 30, 2023. The expected discontinuation, reform or replacement of LIBOR may result in fluctuating interest rates, or higher interest rates, which could have a material adverse effect on our interest expense.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2022, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
50
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, product liability, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE mark. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial position or results of operations.
For additional information, see Note 17, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2021 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.
None.
51
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* |
|
Option Grant Notice under the Bumble Inc. 2021 Omnibus Incentive Plan. |
10.3* |
|
Restricted Stock Unit Grant Notice under the Bumble Inc. 2021 Omnibus Incentive Plan. |
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
|
|
|
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 Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
|
Management contract or compensatory plan or arrangement. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
52
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 16, 2022 |
|
By: |
/s/ Whitney Wolfe Herd |
|
|
|
Whitney Wolfe Herd |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: May 16, 2022 |
|
By: |
/s/ Anuradha B. Subramanian |
|
|
|
Anuradha B. Subramanian |
|
|
|
Chief Financial Officer |
53
Exhibit 10.2
OPTION GRANT NOTICE
UNDER THE
bumble Inc.
2021 OMNIBUS INCENTIVE PLAN
(Option Grant – Employees)
Bumble Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Option Agreement including any provisions for the Participant’s country set forth in any exhibit to the Option Agreement (the “Exhibit”) (together, the “Option Agreement”) (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: |
[●] |
Date of Grant: |
[●] |
Vesting Reference Date: |
[●] |
Number of Options: |
[●] |
Exercise Price: |
$[●] |
Option Period Expiration Date: |
10th anniversary of Grant Date |
Type of Option: |
Non-qualified Stock Option |
Vesting Schedule: |
Provided that the Participant has not undergone a Termination at the time of each applicable vesting date, one quarter (1/4) of the Options (rounded down to the nearest whole share of Common Stock) will vest on the first anniversary of the Vesting Reference Date and the remaining three-quarters (3/4) of the Options will vest in substantially equal installments (with each installment rounded down to the nearest whole share of Common Stock) on each [monthly][quarterly] anniversary thereafter such that the Options will be fully vested on the fourth anniversary of the Vesting Reference Date; provided, that on the fourth anniversary of the Vesting Reference Date, any Options that have not otherwise vested due to rounding will also vest in full. |
|
Notwithstanding the foregoing, if the Participant’s employment or service, as applicable, is terminated without Cause by the Company or its then-Affiliates in the two-year period following a Change in Control, then all then-outstanding Options (or substitute equity or consideration of purchaser or its Affiliates, as applicable) shall vest upon the Participant’s Termination. |
THE PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN. If the Participant DOES not accept the Option Agreement through the online acceptance process by THIRTY CALENDAR DAYS FOLLOWING THE GRANT DATE, or such other date that may be communicated, the Company will automatically accept the option Agreement on the Participant’s behalf. If the Participant declines the option Agreement, the Participant’s OPTION award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
OPTION AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement including any provisions for the Participant’s country set forth in any exhibit attached hereto (this “Option Agreement”) and the Bumble Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), Bumble Inc., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Options provided in the Grant Notice (with each Option representing the right to purchase one share of Common Stock), at an Exercise Price per share as provided in the Grant Notice. The Company may make one or more additional grants of Options to the Participant under this Option Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Option Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Options hereunder and makes no implied promise to grant additional Options.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Options shall vest as provided in the Grant Notice.
3. Exercise of Options Following Termination. The provisions of Section 7(c)(ii) of the Plan are incorporated herein by reference and made a part hereof; provided, that, notwithstanding anything in this Option Agreement or the Plan to the contrary, no Option may be exercised prior to the date that is 45 days following the date that is 180 days following the completion of the initial public offering of the Common Stock.
4. Method of Exercising Options. The Options may be exercised by the delivery of notice of the number of Options that are being exercised accompanied by payment in full of the Exercise Price applicable to the Options so exercised. Such notice shall be delivered either (a) in writing to the Company at its principal office or at such other address as may be established by the Committee, to the attention of the Corporate Secretary; or (b) to a third-party plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Options under the Plan, in the case of either (a) or (b), as communicated to the Participant by the Company from time to time. Payment of the aggregate Exercise Price may be made using any of the methods described in Section 7(d)(i) or (ii) of the Plan; provided, that the Participant shall obtain written consent from the Committee prior to the use of the method described in Section 7(d)(ii)(A) of the Plan.
5. Issuance of Shares of Common Stock. Following the exercise of an Option hereunder, as promptly as practical after receipt of such notification and full payment of such Exercise Price and any required income or other tax withholding amount (as provided in Section 9 hereof), the Company shall issue or transfer, or cause such issue or transfer, to the Participant the number of shares of Common Stock with respect to which the Options have been so exercised, and shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such shares of Common Stock to be credited to the Participant’s account at the third‑party plan administrator.
6. Company; Participant.
(a) The term “Company” as used in this Option Agreement with reference to employment or service shall include the Board, the Company and its Subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Option Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
7. Non-Transferability. The Options are not transferable by the Participant; provided, however, to the extent permitted by the Committee in accordance with Section 14(b) of the Plan, vested Options may be transferred to Permitted Transferees. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.
8. Rights as Stockholder. The Participant or a Permitted Transferee of any vested Options shall have no rights as a stockholder with respect to any share of Common Stock covered by an Option unless and until the Participant shall have become the holder of record or the beneficial owner of such share of Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
9. Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof. In addition, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment, national insurance and/or other applicable taxes payable by the Participant with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdictions).
10. Notice. Every notice or other communication relating to this Option Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s Chief Legal Officer, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
11. No Right to Continued Service. This Option Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
2
12. Binding Effect. This Option Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
13. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Option Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
14. Clawback/Forfeiture. In the event of a Termination by the Company for Cause, or if the Company discovers within 12 months after a Termination that grounds for a Termination for Cause existed at the time of such Termination, in each case, then the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days after the Company’s request to the Participant therefor, an amount equal to the excess, if any, of (A) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) that the Participant received upon the sale or other disposition of, or distributions in respect of, the Options issued hereunder (including any shares of Common Stock issued in connection with the exercise of any Option) over (B) the aggregate Exercise Price paid for any such shares of Common Stock issued in connection with the exercise of any Option, if applicable. Any reference in this Option Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of, or Termination for, Cause.
15. Governing Law. This Option Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Option Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Option Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
16. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Agreement (including the Grant Notice), the Plan shall govern and control.
17. Exhibit for Non-U.S. Participants. If the Participant is residing and/or working outside of the United States, the Option shall be subject to any additional provisions set forth in Exhibit A to this Option Agreement. If the Participant becomes based outside the United States during the life of the Option, the additional provisions set forth in Exhibit A shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included on Exhibit A, the additional provisions set forth in Exhibit A for such country shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Exhibit A constitutes part of this Option Agreement.
18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any shares of Common Stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
3
19. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, if the Participant does not accept the Option Agreement through the online acceptance process by the date set forth in the Grant Notice, or such other date that may be communicated, the Company will automatically accept the Option Agreement on the Participant’s behalf. If the Participant declines the Option Agreement, the Participant’s Option award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
20. Entire Agreement. This Option Agreement (including, without limitation, all exhibits and appendices attached hereto), the Grant Notice and the Plan constitute the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.
4
EXHIBIT A
TO THE OPTION AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Option Agreement. For the avoidance of doubt, all provisions of the Option Agreement and the Option Grant Notice apply to non-U.S. Participants except to the extent supplemented or modified by this Exhibit A.
Part I - ADDITIONAL TERMS AND CONDITIONS FOR PARTICIPANTS SUBJECT TO LAWS OUTSIDE THE U.S.
1. Form of Payment for Options. The following provision supplements Section 4 of the Option Agreement:
Notwithstanding anything to the contrary in the Plan or Section 4 of the Option Agreement, if the Participant is subject to laws outside the United States, the Participant must obtain written consent from the Committee prior to (a) using a “net exercise” procedure as described in Section 7(d)(ii)(C) of the Plan or (b) using Shares the Participant already owns to pay the Exercise Price as described in Section 7(d)(i) of the Plan.
2. Responsibility for Taxes. This provision supplements Section 9 of the Option Agreement:
(a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or settlement of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Participant’s wages, salary, or other cash compensation payable to the Participant by the Company, the Employer, or any other member of the Company Group;
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(ii) withholding from any cash payment made in settlement of the Options or dividend equivalents;
(iii) withholding from proceeds of the sale of shares of Common Stock either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or
(iv) withholding in shares of Common Stock;
provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.
(c) The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) from the Company or the Employer; otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the withholding obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the vested Options, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items.
(d) Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock or to make any cash payment upon exercise of the Options if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
(e) Notwithstanding anything to the contrary in the Plan or in Section 5 of the Option Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company will have the discretion to calculate the shares of Common Stock to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per share of Common Stock on the Nasdaq (or other principal exchange on which the shares of Common Stock then trade) on the trading day immediately prior to the date of delivery of the shares of Common Stock.
3. Nature of Grant. This provision supplements Sections 3 and 11 of the Option Agreement:
By accepting the grant of the Options, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
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(b) the grant of the Options is voluntary and occasional, and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past;
(c) all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company;
(d) the Participant is voluntarily participating in the Plan;
(e) the Options and the shares of Common Stock subject to the Options, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) the Options and the shares of Common Stock subject to the Options, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(g) unless otherwise agreed with the Company in writing, the Options and the shares of Common Stock subject to the Options, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary;
(h) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) if the underlying shares of Common Stock do not increase in value after the grant date, the Option will have no value;
(j) if the Participant exercises the Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Exercise Price;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of the Participant’s employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
(l) for purposes of the Options, Participant’s employment relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer or any of the other subsidiaries or affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., the period of employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits evidenced by this Option Agreement do not create any entitlement to have the
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Options or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock; and
(n) neither the Company, the Employer nor any other subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon settlement.
(o) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the shares of Common Stock. The Participant should consult with his or her personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
4. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, or the broker’s country, or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., Options), or rights linked to the value of shares of Common Stock, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.
5. Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant is advised to consult the Participant’s personal legal advisor for any details.
6. Language. By accepting the Option Agreement, the Participant acknowledges and represents that the Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms of the Option Agreement and any other documents related to the Plan. If the Participant has received a copy of this Option Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern.
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PART II - COUNTRY-SPECIFIC TERMS AND CONDITIONS
This Part II of this Exhibit A includes additional terms and conditions that govern the Options if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Options, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
This Part II of this Exhibit A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Exhibit A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Options vest or the Participant sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Options, the information contained herein may not be applicable to the Participant in the same manner.
Australia
Securities Law Notification. This offer of the Options is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of Options to Australian resident employees, which is attached hereto as Exhibit B.
Tax Information. The Plan is a plan which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Exchange Control Notification. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for the Participant. If there is no Australian bank involved in the transfer, the Participant will have to file the report independently.
Brazil
Labor Law Policy and Acknowledgment. The following provision supplements Section 2 in Part I of this Exhibit A:
By accepting the Options, the Participant agrees that he or she is (i) making an investment decision; (ii) the shares of Common Stock will be issued to the Participant only if the vesting conditions are met and (iii) the
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value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.
Compliance with Law. By accepting the Options, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Options, and the sale of shares of Common Stock acquired under the Plan and the receipt of any dividends.
Foreign Asset/Account Reporting Notification. If the Participant is resident or domiciled in Brazil, he or she will be required to submit a declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights exceeds US$1,000,000. Quarterly reporting is required if such amount is equal to or greater than US$1,000,000. Shares acquired under the Plan are included in the assets and rights that must be reported.
Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of shares of Common Stock) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Participant should consult with his or her personal tax advisor for additional details.
Canada
Securities Law Notification. The Participant may not be permitted to sell within Canada shares of Common Stock acquired under the Plan. The Participant may only be permitted to sell or dispose of any shares of Common Stock acquired under the Plan if such sale or disposal takes place outside of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed (i.e., the Nasdaq Global Select Market).
Foreign Asset/Account Reporting Notification. Specified foreign property, including Options, shares of Common Stock acquired under the Plan and other rights to receive shares of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, such Options must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because other specified foreign property is held by you. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares at the time of acquisition, but if the Participant owns other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. The Participant should consult with his or her personal tax advisor to determine the applicable reporting requirements.
The following provisions apply to Participants in Quebec:
Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Option Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu du, ou liés directement ou indirectement au, présent Contrat.
Data Privacy. The Participant hereby authorizes the Company and the Company’s representative to discuss with and obtain all relevant information from all personnel, professional or non-professional,
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involved with the administration of the Plan. The Participant further authorizes the Company and the Employer to disclose and discuss the Participant’s participation in the Plan with their advisors. The Participant also authorizes the Company and the Employer to record such information and keep it in Participant’s employee file.
France
Nature of the Award. The Options are not granted under the French specific regime provided by Articles L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended.
Consent to Receive Information in English. The parties acknowledge that it is their express wish that this Option Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu du, ou liés directement ou indirectement au, présent Contrat.
Foreign Asset/Account Reporting Notification. If the Participant is a French resident, the Participant will be required to report all foreign accounts (whether open or closed) to the French tax authorities when filing his or her annual tax return. The Participant should consult with his or her personal advisor to ensure proper compliance with applicable reporting requirements in France.
Germany
Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized upon the sale of shares of Common Stock or the receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was received. The form must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant acknowledges that he or she personally is responsible for complying with applicable reporting requirements.
India
Form of Payment for Options. Due to legal restrictions in India, the Participant will not be permitted to pay the Exercise Price through the delivery of irrevocable instructions to a broker to sell some of the shares of Common Stock obtained upon exercise of the Option and to deliver to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the shares of Common Stock being purchase. The Participant may, however pay the Exercise Price through the delivery of irrevocable instructions to a broker to sell all of the shares of Common Stock obtained upon exercise of the Option and to deliver to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the shares of Common Stock being purchased. The Company reserves the right to allow additional forms of payment depending on the development of local law.
Exchange Control Notification. The Participant is required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any dividends paid on such shares of Common Stock (if any) within such time as prescribed under applicable India exchange control laws as may be amended from time to time. The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the employer
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requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.
Foreign Asset/Account Reporting Notification. The Participant is required to declare any bank accounts or any financial assets (including shares of Common Stock) that the Participant holds outside India in his or her annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult with his or her personal tax advisor in this regard.
Ireland
There are no country-specific provisions.
Isle of Man
There are no country-specific provisions.
Mexico
Labor Law Acknowledgement. The following provision supplements Section 2 in Part I of this Exhibit A.
By accepting the Options, the Participant acknowledges that he or she understands and agrees that: (i) the Options are not related to the salary and other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Policy Statement. The grant of the Options the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 1105 West 41st Street, Austin, Texas 78756, United States of America, is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of shares of Common Stock under the Plan does not, in any way establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By participating in the Plan, Participant acknowledges that he or she has received copies of the Plan and the Option Agreement, has reviewed the Plan and the Option Agreement in their entirety and fully understands and accept all provisions of the Plan and the Option Agreement.
In addition, by participating in the Plan, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 2 in Part I of this Exhibit A, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the shares of Common Stock underlying the Options.
Finally, the Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore
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grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de la Legislación Laboral. Esta disposición complementa el Apartado 2 de la Parte I de la Adenda.
Al aceptar la Opción, el Partícipe reconoce y acepta (i) que la Opción no están vinculadas al salario ni a otras prestaciones contractuales concedidas al Partícipe por el Empleador; y (ii) que ni la modificación del Plan ni su cancelación alterarán o empeorarán sus condiciones laborales.
Declaración de Política. La concesión de la Opción que la Compañía realiza con arreglo al Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificarla y retirarla en cualquier momento, sin ninguna responsabilidad.
La Compañía, cuyo domicilio social está situado en 1105 West 41st Street, Austin, Texas 7875, Estados Unidos de América, es enteramente responsable de la administración del Plan. La participación en el Plan y la adquisición de Acciones Ordinarias con arreglo al mismo no suponen en modo alguno la creación de una relación laboral entre el Partícipe y la Compañía, ya que la participación en el Plan por parte del Participante es de carácter puramente mercantil y el único empleador del Partícipe es la Filial que le ha contratado, en su caso, ni establecen ningún derecho entre el Partícipe y el Empleador.
Aceptación de la Documentación del Plan. Al participar en el Plan, el Partícipe reconoce que ha recibido sendas copias del Plan y del Acuerdo de Concesión de la Opción, que ha leído el Plan y el Acuerdo de Concesión de la Opción en su totalidad y que entiende y acepta completamente las disposiciones contenidas en los mismos.
Adicionalmente, al participar en el Plan, el Partícipe reconoce que ha leído y aprueba específica y expresamente los términos y condiciones contenidos del Apartado 2 de la Parte I de la Adenda, en el que se describe y establece claramente lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo son ofrecidos por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ni la Compañía ni sus Filiales serán responsables de ninguna reducción del valor de las Acciones Ordinarias subyacentes en la Opción.
Finalmente, el Partícipe declara que no se reserva ninguna acción ni el derecho a interponer una demanda contra la Compañía para exigir el pago de una indemnización por daños y perjuicios como consecuencia de su participación en el Plan y, por consiguiente, exonera de toda responsabilidad, en los términos más amplios, tanto a la Compañía como a sus Filiales en relación con cualquier demanda que pudiera derivarse del Plan.
Netherlands
There are no country-specific provisions.
Russia
Data Privacy. The Participant understands and agrees that the Company may require the Participant to complete and return a Consent to Processing of Personal Data form (the “Consent”) to the Company. If a Consent is required by the Company but the Participant fails to provide such Consent to the Company, the Participant understands and agrees that the Company will not be able to administer or maintain the Options
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or any other awards. Therefore, the Participant understands that refusing to complete any required Consent or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on any required Consent or withdrawal of consent, the Participant understands he or she may contact the Bumble Equity Team at equity@team.bumble.com.
U.S. Transaction. The Participant understands that his or her acceptance of the grant of Options results in a contract between the Participant and the Company completed in the United States and that the Option Agreement is governed by the laws of the State of Delaware, U.S.A., without giving effect to the conflict of law principles thereof.
Securities Law Notification. The Participant acknowledges that the Options, the Option Agreement, the Plan and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.
Anti-Corruption Notification. Certain individuals who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly, in a foreign company (including shares of Common Stock acquired under the Plan).
Spain
No Entitlement for Claims or Compensation. This provision supplements the terms of the Option Agreement:
By accepting the Options, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Options under the Plan to individuals who may be employees of the Company or its subsidiaries or affiliates throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Options will not economically or otherwise bind the Company or any of its subsidiaries or affiliates, including the Employer, on an ongoing basis, other than as expressly set forth in the Option Agreement. Consequently, the Participant understands that the Options are given on the assumption and condition that the Options shall not become part of any employment contract (whether with the Company or any of its subsidiaries or affiliates, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Options, which is gratuitous and discretionary, since the future value of the Options is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Option Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Options that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Option Agreement, the Options will be cancelled without entitlement to the cash proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or
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adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of Options would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Options shall be null and void.
Securities Law Notification. The Options described in the Plan and the Option Agreement, including Exhibit A, do not qualify under Spanish regulations as a security. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Options Agreement, including Exhibit A, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
United Kingdom
Responsibility for Taxes. The following supplements the “Responsibility for Taxes” section of Part I of Exhibit A:
Without limitation to the “Responsibility for Taxes” section of Part I of Exhibit A, the Participant agree that he or she is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Participant’s behalf (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items as it may be considered to be a loan. In this case, any income tax not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in the “Responsibility for Taxes” section of Part I of this Exhibit A.
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EXHIBIT B
OFFER DOCUMENT
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
OFFER OF OPTIONS
TO AUSTRALIAN RESIDENT PARTICIPANTS
Investment in shares involves a degree of risk. Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares under the Plan as set out in this Offer Document and the Additional Documents.
The information contained in this Offer Document and the Additional Documents is general only. Any advice given in relation to this offer of Options does not take into account Participant’s personal objectives, financial situation and needs.
Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice about participation in the Plan.
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OFFER OF OPTIONS TO AUSTRALIAN
RESIDENT PARTICIPANTS
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
This Offer Document sets out information regarding the grant of Options over shares of Common Stock of Bumble Inc., a Delaware corporation (the “Company”), under the Bumble Inc. 2021 Omnibus Incentive Plan (the “Plan”). This information is provided by the Company to ensure compliance of the Plan with Australian Securities and Investments Commission (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.
Any capitalized terms not otherwise defined in this Offer Document shall have the definitions set forth in the Plan.
Additional Documents
In addition to the information set out in this Offer Document, you are being provided with copies of the following documents:
(a) the Plan;
(b) the Plan Prospectus; and
(c) the Option Agreement, including any exhibits, addenda or appendices thereto (the “Agreement”);
(collectively, the “Additional Documents”).
The Plan and the Agreement set out, among other details, the nature of the Award, what, if anything, you must do to accept the Award and the consequences of a change in the nature or status of your employment.
The Additional Documents provide further information to help you make an informed investment decision in relation to your participation in the Plan. Neither the Plan nor any of the other Additional Documents is a prospectus for purposes of the Australian Corporations Act 2001.
Common Stock in a U.S. Corporation
Common stock of a U.S. corporation is analogous to an ordinary share of an Australian corporation. Each shareholder is entitled to one vote for every share of Common Stock held in the Company.
Shares of Common Stock are traded on the Nasdaq in the United States of America (“U.S.”) and are traded under the symbol “BMBL.”
The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.
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Ascertaining the Market Price of Shares
You may ascertain the current per Share market price as traded on the Nasdaq at www.nasdaq.com under the code “BMBL.” The Australian dollar (“AUD”) equivalent of that price can be obtained at www.rba.gov.au/statistics/frequency/exchange-rates.html.
This will not be a prediction of the market price of an individual Share on the Vesting Date or of the applicable exchange rate on the Vesting Date.
Risk Factors for Australian Residents
Australian residents should have regard to risk factors relevant to investment in securities generally and, in particular, to holding shares of Common Stock.
For example, the price at which the shares of Common Stock are quoted on the Nasdaq may increase or decrease due to a number of factors. There is no guarantee that the per share price will increase. Factors which may affect the per share price include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.
More information about potential factors that could affect the Company’s business and financial results is included in the Company’s most recent annual report which is available upon request.
In addition, you should be aware that in addition to fluctuations in the per share price, the value of any shares of Common Stock acquired under the Plan will be affected by the U.S. dollar/AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in these rates of exchange.
Australian Tax Consequences
The following is intended to provide you with a general summary of the tax consequences regarding the Options. This summary is based on the tax and other laws concerning Options in effect in Australia as of December 2021. Such laws are often complex and change frequently and it is possible that the information included in this summary may be out of date at the time your Options vest and you receive shares of Common Stock or at the time you sell shares of Common Stock acquired under the Plan.
In addition, this summary does not discuss all of the various laws, rules and regulations that may apply to you. It may not apply to your particular tax or financial situation, and the Company is not in a position to assure you of any particular tax result. Accordingly, you should seek appropriate professional advice as to how the tax or other laws in Australia apply to your situation.
Finally, if you are a citizen or resident of more than one country or are considered a resident of more than one country for local law purposes, or if you were not resident in Australia when your Options were granted or you do not remain in Australia after your Options are granted, the information contained in this summary may not be applicable to you.
(a) What is the effect of the grant of the Options?
The Australian tax legislation contains specific rules, in Division 83A of the Income Tax Assessment Act 1997, governing the taxation of shares and rights acquired by employees under employee share schemes
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(“ESS interests”). The Options should be regarded as a right to acquire shares and, accordingly, an ESS interest for these purposes.
Your assessable income includes the ESS interest at grant, unless the ESS interest is subject to a “real risk of forfeiture” or a prescribed statement is included in your grant documentation, in which case you will be subject to deferred taxation.
In the case of the Options, the “real risk of forfeiture” test requires that:
(i) there be a real risk that, under the conditions of the Plan, you will forfeit the Options or lose them (other than by disposing of or exercising the Options); or
(ii) there be a real risk that, under the conditions of the Plan, if you exercise your Options and you receive shares of Common Stock, you will forfeit the underlying shares or lose them (other than by disposing of them).
The terms of the Options are set out in the Agreement. It is understood that your Options will satisfy the real risk of forfeiture test. In addition, your Agreement contains the prescribed statement mentioned above.1 Accordingly, you should be subject to deferred taxation (i.e., you generally should not be subject to tax when the Options are granted to you).
(b) When will I be taxed on my Options?
You will be required to include an amount in your assessable income for the income year (i.e., the financial year ending 30 June) in which the earliest of the following events occurs in relation to the Options (the “ESS deferred taxing point”):
(i) when there are no longer any genuine restrictions on the disposal of the Options and there is no real risk of you forfeiting the Options;
(ii) when you exercise the Options and receive shares of Common Stock and there is no real risk of you forfeiting such shares and there is no genuine restriction on the disposal of the resulting shares (if such restrictions exist, the taxing point is delayed until they lift); and
(iii) cessation of employment (to the extent that you retain the Options).
Generally, this means that you will be subject to tax when you exercise your Options are settled and the shares of Common Stock are no longer subject to any genuine restrictions on disposal. However, the ESS deferred taxing point for your Options will be moved to the time you sell the underlying shares of Common Stock if you sell the shares within 30 days of the original ESS deferred taxing point.
In addition to income tax, the assessable amount will be subject to Medicare Levy, and, if applicable, surcharge.
1 Specifically, the Agreement contains the following statement: “The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act),” which means that tax deferral is to apply to the Options.
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(c) What is the amount to be included in my assessable income?
The amount you must include in your assessable income in the income year in which the ESS deferred taxing point occurs in relation to your Options will be the difference between the “market value” of the Options or the underlying shares of Common Stock at the ESS deferred taxing point, as applicable, and the cost base of the Options (which should be the Exercise Price). If your ESS deferred taxing point is at exercise (which will normally be the case), the taxable amount will be equal to the difference between the “market value” of the Options at exercise and the Exercise Price.
If, however, you sell the underlying shares of Common Stock in an arm’s length transaction (as will generally be the case provided that the shares are sold through the Nasdaq) within 30 days of the original ESS deferred taxing point, the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Options (typically, the Exercise Price).
The “market value” of the Options or the underlying shares of Common Stock, as applicable, at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency and determined with reference to Australian tax law. The Australian Tax Office has prepared guidelines in relation to the ordinary meaning of market value. As noted below, the Company must provide you with a statement containing certain information about the Options, including an estimate of the market value of the Options or underlying shares, as applicable, at the taxing point. This may assist you in determining the market value of the Options or the shares of Common Stock, as applicable.
(d) What happens if I cease employment before my Options vest or I exercise my Options?
If you cease employment with your employer prior to exercise and you retain your Options (i.e., they are not forfeited upon termination), you will be subject to tax when you cease employment. If you cease employment prior to exercise and the Options are forfeited, you may be treated as having never acquired the forfeited Options and no amount will be included in your assessable income.
(e) Will I be taxed when I sell shares of Common Stock?
If you sell shares of Common Stock acquired upon exercise of your Options within 30 days of the original ESS deferred taxing point, your ESS deferred taxing point will be shifted to the date of sale for purposes of determining the amount of assessable income as described above and you will not be subject to capital gains tax.
If you sell shares of Common Stock acquired upon exercise of your Options more than 30 days after the original ESS deferred taxing point, you will be subject to capital gains taxation to the extent that the sale proceeds exceed your cost base in the shares sold, assuming that the sale of such shares occurs in an arm’s-length transaction. Your cost base in the shares of Common Stock will generally be equal to the market value of such shares at the ESS deferred taxing point (which will generally be the exercise date, as described above) plus any incremental costs you incur in connection with the sale (e.g., brokers fees).
The amount of any capital gain you realize must be included in your assessable income for the year in which shares of Common Stock are sold. However, if you hold shares for at least one year prior to selling (excluding the dates you acquired and sold the shares), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income. If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.
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If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s-length transaction), you will realize a capital loss. Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).
(f) Will my employer report the income or withhold tax?
Your employer will not be required to withhold tax (or Medicare Levy or surcharge) in relation to the Options unless you have not provided your Tax File Number (“TFN”) to your employer.
However, the Company or your employer will provide you (no later than 14 July after the end of the year) and the Commissioner of Taxation (no later than 14 August after the end of the year) with a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically the year of exercise) (including an estimate of the market value of the Options or the underlying shares of Common Stock, as applicable, at the taxing point). Please note, however, that, if you sell shares within 30 days of the original ESS deferred taxing point, the amount reported by your employer may differ from your actual taxable amount (which will be based on the sale proceeds rather than the market value of the Options or the shares at the ESS deferred taxing point, as described above). You will be responsible for determining the actual taxable amount and calculating your tax accordingly.
It is your responsibility to report and pay any tax liability in relation to the Options and any shares of Common Stock issued to you as well as in relation to the sale of such shares.
U.S. Tax Consequences
Australian residents (who are not U.S. citizens or U.S. tax residents) will not be subject to U.S. tax by reason only of the grant, vesting and exercise of the Options or the sale of shares of Common Stock. However, liability for U.S. taxes (including estate taxes) may accrue if an Australian resident is otherwise subject to U.S. taxes.
The above is an indication only of the likely U.S. taxation consequences for Australian residents awarded Options under the Plan. Australian residents should seek their own advice as to the U.S. taxation consequences of Plan participation.
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Exhibit 10.3
RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
(RSU Grant – Employees)
Bumble Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement including any provisions for the Participant’s country set forth in any exhibit to the Restricted Stock Unit Agreement (the “Exhibit”) (together, the “Restricted Stock Unit Agreement”) (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: |
[●] |
Date of Grant: |
[●] |
Vesting Reference Date: |
[●] |
Number of Restricted Stock Units: |
[●] |
Vesting Schedule: |
Provided that the Participant has not undergone a Termination at the time of the applicable vesting date, one quarter (1/4) of the Restricted Stock Units (rounded down to the nearest whole share of Common Stock) will vest on the first anniversary of the Vesting Reference Date and the remaining three-quarters (3/4) of the Restricted Stock Units will vest in substantially equal installments (with each installment rounded down to the nearest whole share of Common Stock) on each [monthly][quarterly] anniversary thereafter such that the Restricted Stock Units will be fully vested on the fourth anniversary of the Vesting Reference Date; provided, that on the fourth anniversary of the Vesting Reference Date, any Restricted Stock Units that have not otherwise vested due to rounding will also vest in full. |
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Notwithstanding the foregoing, if the Participant’s employment or service, as applicable, is terminated without Cause by the Company or its then-Affiliates in the two-year period following a Change in Control, then all then-outstanding Restricted Stock Units (or substitute equity or consideration of purchaser or its Affiliates, as applicable) shall vest upon the Participant’s Termination. |
Settlement: |
Any Restricted Stock Units that become vested pursuant to the Vesting Schedule set forth above shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement. |
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THE PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. If the Participant DOES not accept the Restricted Stock Unit Agreement through the online acceptance process by THIRTY CALENDAR DAYS FOLLOWING THE GRANT DATE, or such other date that may be communicated, the Company will automatically accept the Restricted Stock Unit Agreement on the Participant’s behalf. If the Participant declines the Restricted Stock Unit Agreement, the Participant’s Restricted STock Unit award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Units Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement including any provisions for the Participant’s country in any exhibit hereto (this “Restricted Stock Unit Agreement”) and the Bumble Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), Bumble Inc., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing the right to receive one share of Common Stock upon the vesting of such Restricted Stock Unit). The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Restricted Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.
3. Settlement of Restricted Stock Units. Subject to the proviso to Section 9(d)(ii) of the Plan, within 45 days following the date on which the Restricted Period lapses with respect to a Restricted Stock Unit, the Company shall issue to the Participant or the Participant’s beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit.
4. Treatment of Restricted Stock Units Upon Termination. (a) Unless otherwise determined by the Committee, in the event of the Participant’s Termination for any reason:
(i) all vesting with respect to the Restricted Stock Units shall cease (after taking into account vesting of Restricted Stock Units as set forth in the Grant Notice); and
(ii) the unvested Restricted Stock Units shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.
(b) Upon (i) a Termination by the Company for Cause; or (ii) a Termination as a result of a voluntary resignation by the Participant when grounds for Cause exist, in each case, unvested Restricted Stock Units and all vested Restricted Stock Units that have not been settled in shares of Common Stock pursuant to Section 3 of this Restricted Stock Unit Agreement shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.
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5. Company; Participant.
(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to employment shall include the Board, the Company and its Subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
6. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.
7. Rights as Stockholder. The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such share of Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
8. Dividend Equivalents. The Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock), which shall accrue in cash without interest and shall be delivered in cash. Accumulated dividend equivalents shall be payable at such time as the underlying Restricted Stock Units to which such dividend equivalents relate are settled in accordance with Section 3 above. For the avoidance of doubt, dividend equivalents accrued in respect of Restricted Stock Units shall only be paid to the extent the underlying Restricted Stock Unit vests and is settled, and to the extent that any Restricted Stock Units are forfeited and not vested and settled, the Participant shall have no right to such dividend equivalent payments.
9. Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof. In addition, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment, national insurance and/or other applicable taxes payable by the Participant with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdictions).
10. Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal
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Officer, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
11. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.
12. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
13. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver
14. Clawback/Forfeiture. In the event of a Termination by the Company for Cause, or if the Company discovers within 12 months after a Termination that grounds for a Termination for Cause existed at the time of such Termination, in each case, then the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days after the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) that the Participant received upon the sale or other disposition of, or distributions in respect of, the Restricted Stock Units issued hereunder (including any shares of Common Stock issued upon settlement of any such Restricted Stock Unit). Any reference in this Restricted Stock Unit Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of, or Termination for, Cause.
15. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
16. Section 409A of the Code. It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
17. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.
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18. Exhibit for Non U.S. Participants. If the Participant is residing and/or working outside of the United States, the Restricted Stock Units shall be subject to any additional provisions set forth in Exhibit A to this Restricted Stock Unit Agreement. If the Participant becomes based outside the United States while holding any Restricted Stock Units, the additional provisions set forth in Exhibit A shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included on Exhibit A, the additional provisions set forth in Exhibit A for such country shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Exhibit A constitutes part of this Restricted Stock Unit Agreement.
19. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
20. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, if the Participant does not accept the Restricted Stock Unit Agreement through the online acceptance process by the date set forth in the Grant Notice, or such other date that may be communicated, the Company will automatically accept the Restricted Stock Unit Agreement on the Participant’s behalf. If the Participant declines the Restricted Stock Unit Agreement, the Participant’s Restricted Stock Unit award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
21. Entire Agreement. This Restricted Stock Unit Agreement (including, without limitation, all exhibits and appendices attached hereto), the Grant Notice and the Plan constitute the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.
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EXHIBIT A
TO THE RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Restricted Stock Unit Agreement and the Restricted Stock Unit Grant Notice apply to non-U.S. Participants except to the extent supplemented or modified by this Exhibit A.
Part I - ADDITIONAL TERMS AND CONDITIONS FOR PARTICIPANTS SUBJECT TO LAWS OUTSIDE THE U.S.
1. Responsibility for Taxes. This provision supplements Section 9 of the Restricted Stock Unit Agreement:
(a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Participant’s wages, salary, or other cash compensation payable to the Participant by the Company, the Employer, or any other member of the Company Group;
(ii) withholding from any cash payment made in settlement of the Restricted Stock Units or dividend equivalents;
(iii) withholding from proceeds of the sale of shares of Common Stock either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or
(iv) withholding in shares of Common Stock;
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provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.
(c) The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) from the Company or the Employer; otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the withholding obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items.
(d) Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock or to make any cash payment upon settlement of the Restricted Stock Units if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
(e) Notwithstanding anything to the contrary in the Plan or in Section 5 of the Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company will have the discretion to calculate the shares of Common Stock to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per share of Common Stock on the Nasdaq (or other principal exchange on which the shares of Common Stock then trade) on the trading day immediately prior to the date of delivery of the shares of Common Stock.
2. Nature of Grant. This provision supplements Sections 3 and 11 of the Restricted Stock Unit Agreement:
By accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Restricted Stock Units is voluntary and occasional, and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;
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(d) the Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(g) unless otherwise agreed with the Company in writing, the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary;
(h) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant’s employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
(j) for purposes of the Restricted Stock Units, Participant’s employment relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer or any of the other subsidiaries or affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., the period of employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Restricted Stock Unit Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock; and
(l) neither the Company, the Employer nor any other subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Unit or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Unit or the subsequent sale of any shares of Common Stock acquired upon settlement.
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(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the shares of Common Stock. The Participant should consult with his or her personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
3. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, or the broker’s country, or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., Restricted Stock Units), or rights linked to the value of shares of Common Stock, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.
4. Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant is advised to consult the Participant’s personal legal advisor for any details.
5. Language. By accepting the Restricted Stock Unit Agreement, the Participant acknowledges and represents that the Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms of the Restricted Stock Unit Agreement and any other documents related to the Plan. If the Participant has received a copy of this Restricted Stock Unit Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern.
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Part II - COUNTRY-SPECIFIC TERMS AND CONDITIONS
This Part II of this Exhibit A includes additional terms and conditions that govern the Restricted Stock Units if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Restricted Stock Units, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
This Part II of this Exhibit A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in Exhibit A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Restricted Stock Units, the information contained herein may not be applicable to the Participant in the same manner.
Australia
Securities Law Notification. This offer of the Restricted Stock Units is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of Restricted Stock Units to Australian resident employees, which is attached hereto as Exhibit B.
Tax Information. The Plan is a plan which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Exchange Control Notification. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for the Participant. If there is no Australian bank involved in the transfer, the Participant will have to file the report independently.
Brazil
Labor Law Policy and Acknowledgment. The following provision supplements Section 2 in Part I of this Exhibit A:
By accepting the Restricted Stock Units, the Participant agrees that he or she is (i) making an investment decision; (ii) the shares of Common Stock will be issued to the Participant only if the vesting conditions
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are met and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.
Compliance with Law. By accepting the Restricted Stock Units, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Restricted Stock Units, and the sale of shares of Common Stock acquired under the Plan and the receipt of any dividends.
Foreign Asset/Account Reporting Notification. If the Participant is resident or domiciled in Brazil, he or she will be required to submit a declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights exceeds US$1,000,000. Quarterly reporting is required if such amount is equal to or greater than US$1,000,000. Shares acquired under the Plan are included in the assets and rights that must be reported.
Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of shares of Common Stock) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Participant should consult with his or her personal tax advisor for additional details.
Canada
Settlement of Restricted Stock Units. Notwithstanding any terms or conditions of the Plan or the Restricted Stock Unit Agreement to the contrary, Restricted Stock Units will be settled in Shares only, not cash.
Securities Law Notification. The Participant may not be permitted to sell within Canada shares of Common Stock acquired under the Plan. The Participant may only be permitted to sell or dispose of any shares of Common Stock acquired under the Plan if such sale or disposal takes place outside of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed (i.e., the Nasdaq Global Select Market).
Foreign Asset/Account Reporting Notification. Specified foreign property, including Restricted Stock Units, shares of Common Stock acquired under the Plan and other rights to receive shares of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, such Restricted Stock Units must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because other specified foreign property is held by you. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares at the time of acquisition, but if the Participant owns other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. The Participant should consult with his or her personal tax advisor to determine the applicable reporting requirements.
The following provisions apply to Participants in Quebec:
Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Restricted Stock Unit Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
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Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu du, ou liés directement ou indirectement au, présent Contrat.
Data Privacy. The Participant hereby authorizes the Company and the Company’s representative to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved with the administration of the Plan. The Participant further authorizes the Company and the Employer to disclose and discuss the Participant’s participation in the Plan with their advisors. The Participant also authorizes the Company and the Employer to record such information and keep it in Participant’s employee file.
France
Nature of the Award. The Restricted Stock Units are not granted under the French specific regime provided by Articles L. 225-197-1 and seq. or L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended.
Consent to Receive Information in English. The parties acknowledge that it is their express wish that this Restricted Stock Unit Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu du, ou liés directement ou indirectement au, présent Contrat.
Foreign Asset/Account Reporting Notification.If the Participant is a French resident, the Participant will be required to report all foreign accounts (whether open or closed) to the French tax authorities when filing his or her annual tax return. The Participant should consult with his or her personal advisor to ensure proper compliance with applicable reporting requirements in France.
Germany
Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized upon the sale of shares of Common Stock or the receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was received. The form must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant acknowledges that he or she personally is responsible for complying with applicable reporting requirements.
India
Exchange Control Notification. The Participant is required to repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any dividends paid on such shares of Common Stock (if any) within such time as prescribed under applicable India exchange control laws as may be amended from time to time. The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.
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Foreign Asset/Account Reporting Notification. The Participant is required to declare any bank accounts or any financial assets (including shares of Common Stock) that the Participant holds outside India in his or her annual tax return. It is the Participant’s responsibility to comply with this reporting obligation and the Participant should consult with his or her personal tax advisor in this regard.
Ireland
There are no country-specific provisions.
Isle of Man
There are no country-specific provisions.
Malta
Securities Law Notification. The Plan, the Restricted Stock Unit Agreement, including this Exhibit A, and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising of securities in Malta and are deemed accepted by the Participant upon receipt of the Participant’s electronic or written acceptance in the United States.
Mexico
Labor Law Acknowledgement. The following provision supplements Section 2 in Part I of this Exhibit A.
By accepting the Restricted Stock Units, the Participant acknowledges that he or she understands and agrees that: (i) the Restricted Stock Units are not related to the salary and other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Policy Statement. The grant of the Restricted Stock Units the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 1105 West 41st Street, Austin, Texas 78756, United States of America, is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of shares of Common Stock under the Plan does not, in any way establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By participating in the Plan, Participant acknowledges that he or she has received copies of the Plan and the Restricted Stock Unit Agreement, has reviewed the Plan and the Restricted Stock Unit Agreement in their entirety and fully understands and accept all provisions of the Plan and the Restricted Stock Unit Agreement.
In addition, by participating in the Plan, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 2 in Part I of this Exhibit A, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries
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are not responsible for any decrease in the value of the shares of Common Stock underlying the Restricted Stock Units.
Finally, the Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de la Legislación Laboral. Esta disposición complementa el Apartado 2 de la Parte I de la Adenda.
Al aceptar las Restricted Stock Units, el Partícipe reconoce y acepta (i) que las Restrictred Stock Units no están vinculadas al salario ni a otras prestaciones contractuales concedidas al Partícipe por el Empleador; y (ii) que ni la modificación del Plan ni su cancelación alterarán o empeorarán sus condiciones laborales.
Declaración de Política. La concesión de Restricted Stock Units que la Compañía realiza con arreglo al Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificarla y retirarla en cualquier momento, sin ninguna responsabilidad.
La Compañía, cuyo domicilio social está situado en 1105 West 41st Street, Austin, Texas 7875, Estados Unidos de América, es enteramente responsable de la administración del Plan. La participación en el Plan y la adquisición de Acciones Ordinarias con arreglo al mismo no suponen en modo alguno la creación de una relación laboral entre el Partícipe y la Compañía, ya que la participación en el Plan por parte del Participante es de carácter puramente mercantil y el único empleador del Partícipe es la Filial que le ha contratado, en su caso, ni establecen ningún derecho entre el Partícipe y el Empleador.
Aceptación de la Documentación del Plan. Al participar en el Plan, el Partícipe reconoce que ha recibido sendas copias del Plan y del Acuerdo de Concesión de Restricted Stock Units, que ha leído el Plan y el Acuerdo de Concesión de Restricted Stock Units en su totalidad y que entiende y acepta completamente las disposiciones contenidas en los mismos.
Adicionalmente, al participar en el Plan, el Partícipe reconoce que ha leído y aprueba específica y expresamente los términos y condiciones contenidos del Apartado 2 de la Parte I de la Adenda, en el que se describe y establece claramente lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo son ofrecidos por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ni la Compañía ni sus Filiales serán responsables de ninguna reducción del valor de las Acciones Ordinarias subyacentes en las Restricted Stock Units.
Finalmente, el Partícipe declara que no se reserva ninguna acción ni el derecho a interponer una demanda contra la Compañía para exigir el pago de una indemnización por daños y perjuicios como consecuencia de su participación en el Plan y, por consiguiente, exonera de toda responsabilidad, en los términos más amplios, tanto a la Compañía como a sus Filiales en relación con cualquier demanda que pudiera derivarse del Plan.
Netherlands
There are no country-specific provisions.
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Russia
Data Privacy. The Participant understands and agrees that the Company may require the Participant to complete and return a Consent to Processing of Personal Data form (the “Consent”) to the Company. If a Consent is required by the Company but the Participant fails to provide such Consent to the Company, the Participant understands and agrees that the Company will not be able to administer or maintain the Restricted Stock Units or any other awards. Therefore, the Participant understands that refusing to complete any required Consent or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on any required Consent or withdrawal of consent, the Participant understands he or she may contact the Bumble Equity Team at equity@team.bumble.com.
U.S. Transaction. The Participant understands that his or her acceptance of the grant of Restricted Stock Units results in a contract between the Participant and the Company completed in the United States and that the Restricted Stock Unit Agreement is governed by the laws of the State of Delaware, U.S.A., without giving effect to the conflict of law principles thereof.
Securities Law Notification. The Participant acknowledges that the Restricted Stock Units, the Restricted Stock Unit Agreement, the Plan and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.
Anti-Corruption Notification. Certain individuals who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly, in a foreign company (including shares of Common Stock acquired under the Plan).
Spain
No Entitlement for Claims or Compensation. This provision supplements the terms of the Restricted Stock Unit Agreement:
By accepting the Restricted Stock Units, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Restricted Stock Units under the Plan to individuals who may be employees of the Company or its subsidiaries or affiliates throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Restricted Stock Units will not economically or otherwise bind the Company or any of its subsidiaries or affiliates, including the Employer, on an ongoing basis, other than as expressly set forth in the Restricted Stock Unit Agreement. Consequently, the Participant understands that the Restricted Stock Units are given on the assumption and condition that the Restricted Stock Units shall not become part of any employment contract (whether with the Company or any of its subsidiaries or affiliates, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Restricted Stock Units, which is gratuitous and discretionary, since the future value of the Restricted Stock Units is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Restricted Stock Unit Agreement, the Participant’s termination of employment for any reason (including for the reasons
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listed below) will automatically result in the cancellation and loss of any Restricted Stock Units that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Restricted Stock Unit Agreement, the Restricted Stock Units will be cancelled without entitlement to the cash proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of Restricted Stock Units would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Restricted Stock Units shall be null and void.
Securities Law Notification. The Restricted Stock Units described in the Plan and the Restricted Stock Unit Agreement, including this Exhibit A, do not qualify under Spanish regulations as a security. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Restricted Stock Units Agreement, including Exhibit A, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
United Kingdom
Responsibility for Taxes. The following supplements the “Responsibility for Taxes” section of Part I of Exhibit A:
Without limitation to the “Responsibility for Taxes” section of Part I of Exhibit A, the Participant agree that he or she is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Participant’s behalf (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items as it may be considered to be a loan. In this case, any income tax not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in the “Responsibility for Taxes” section of Part I of this Exhibit A.
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EXHIBIT B
OFFER DOCUMENT
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
OFFER OF RESTRICTED STOCK UNITS
TO AUSTRALIAN RESIDENT PARTICIPANTS
Investment in shares involves a degree of risk. Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares under the Plan as set out in this Offer Document and the Additional Documents.
The information contained in this Offer Document and the Additional Documents is general only. Any advice given in relation to this offer of Restricted Stock Units does not take into account Participant’s personal objectives, financial situation and needs.
Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice about participation in the Plan.
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OFFER OF RESTRICTED STOCK UNITS TO AUSTRALIAN
RESIDENT PARTICIPANTS
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
This Offer Document sets out information regarding the grant of Restricted Stock Units over shares of Common Stock of Bumble Inc., a Delaware corporation (the “Company”), under the Bumble Inc. 2021 Omnibus Incentive Plan (the “Plan”). This information is provided by the Company to ensure compliance of the Plan with Australian Securities and Investments Commission (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.
Any capitalized terms not otherwise defined in this Offer Document shall have the definitions set forth in the Plan.
Additional Documents
In addition to the information set out in this Offer Document, you are being provided with copies of the following documents:
(a) the Plan;
(b) the Plan Prospectus; and
(c) the Restricted Stock Unit Agreement, including any exhibits, addenda or appendices thereto (the “Agreement”);
(collectively, the “Additional Documents”).
The Plan and the Agreement set out, among other details, the nature of the Award, what, if anything, you must do to accept the Award and the consequences of a change in the nature or status of your employment.
The Additional Documents provide further information to help you make an informed investment decision in relation to your participation in the Plan. Neither the Plan nor any of the other Additional Documents is a prospectus for purposes of the Australian Corporations Act 2001.
Common Stock in a U.S. Corporation
Common stock of a U.S. corporation is analogous to an ordinary share of an Australian corporation. Each shareholder is entitled to one vote for every share of Common Stock held in the Company.
Shares of Common Stock are traded on the Nasdaq in the United States of America (“U.S.”) and are traded under the symbol “BMBL.”
The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.
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Ascertaining the Market Price of Shares
You may ascertain the current per Share market price as traded on the Nasdaq at www.nasdaq.com under the code “BMBL.” The Australian dollar (“AUD”) equivalent of that price can be obtained at www.rba.gov.au/statistics/frequency/exchange-rates.html.
This will not be a prediction of the market price of an individual Share on the Vesting Date or of the applicable exchange rate on the Vesting Date.
Risk Factors for Australian Residents
Australian residents should have regard to risk factors relevant to investment in securities generally and, in particular, to holding shares of Common Stock.
For example, the price at which the shares of Common Stock are quoted on the Nasdaq may increase or decrease due to a number of factors. There is no guarantee that the per share price will increase. Factors which may affect the per share price include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.
More information about potential factors that could affect the Company’s business and financial results is included in the Company’s most recent annual report which is available upon request.
In addition, you should be aware that in addition to fluctuations in the per share price, the value of any shares of Common Stock acquired under the Plan will be affected by the U.S. dollar/AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in these rates of exchange.
Australian Tax Consequences
The following is intended to provide you with a general summary of the tax consequences regarding the Restricted Stock Units. This summary is based on the tax and other laws concerning Restricted Stock Units in effect in Australia as of December 2021. Such laws are often complex and change frequently and it is possible that the information included in this summary may be out of date at the time your Restricted Stock Units vest and you receive shares of Common Stock or at the time you sell shares of Common Stock acquired under the Plan.
In addition, this summary does not discuss all of the various laws, rules and regulations that may apply to you. It may not apply to your particular tax or financial situation, and the Company is not in a position to assure you of any particular tax result. Accordingly, you should seek appropriate professional advice as to how the tax or other laws in Australia apply to your situation.
Finally, if you are a citizen or resident of more than one country or are considered a resident of more than one country for local law purposes, or if you were not resident in Australia when your Restricted Stock Units were granted or you do not remain in Australia after your Restricted Stock Units are granted, the information contained in this summary may not be applicable to you.
(a) What is the effect of the grant of the Restricted Stock Units?
The Australian tax legislation contains specific rules, in Division 83A of the Income Tax Assessment Act 1997, governing the taxation of shares and rights acquired by employees under employee share schemes
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(“ESS interests”). The Restricted Stock Units should be regarded as a right to acquire shares and, accordingly, an ESS interest for these purposes.
Your assessable income includes the ESS interest at grant, unless the ESS interest is subject to a “real risk of forfeiture” or a prescribed statement is included in your grant documentation, in which case you will be subject to deferred taxation.
In the case of the Restricted Stock Units, the “real risk of forfeiture” test requires that:
(i) there be a real risk that, under the conditions of the Plan, you will forfeit the Restricted Stock Units or lose them (other than by disposing of or vesting in the Restricted Stock Units); or
(ii) there be a real risk that, under the conditions of the Plan, if your Restricted Stock Units vest and you receive shares of Stock, you will forfeit the underlying shares or lose them (other than by disposing of them).
The terms of the Restricted Stock Units are set out in the Agreement. It is understood that your Restricted Stock Units will satisfy the real risk of forfeiture test. In addition, your Agreement contains the prescribed statement mentioned above1. Accordingly, you should be subject to deferred taxation (i.e., you generally should not be subject to tax when the Restricted Stock Units are granted to you).
(b) When will I be taxed on my Restricted Stock Units?
You will be required to include an amount in your assessable income for the income year (i.e., the financial year ending 30 June) in which the earliest of the following events occurs in relation to the Restricted Stock Units (the “ESS deferred taxing point”):
(i) when there are no longer any genuine restrictions on the disposal of the Restricted Stock Units and there is no real risk of you forfeiting the Restricted Stock Units;
(ii) when the Restricted Stock Units are settled in shares of Common Stock and there is no real risk of you forfeiting such shares and there is no genuine restriction on the disposal of the resulting shares (if such restrictions exist, the taxing point is delayed until they lift); and
(iii) cessation of employment (to the extent that you retain the Restricted Stock Units).
Generally, this means that you will be subject to tax when your Restricted Stock Units are settled and the shares of Common Stock are no longer subject to any genuine restrictions on disposal. However, the ESS deferred taxing point for your Restricted Stock Units will be moved to the time you sell the underlying shares of Common Stock if you sell the shares within 30 days of the original ESS deferred taxing point.
In addition to income tax, the assessable amount will be subject to Medicare Levy, and, if applicable, surcharge.
1 Specifically, the Agreement contains the following statement: “The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act),” which means that tax deferral is to apply to the RSUs.
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(c) What is the amount to be included in my assessable income?
The amount you must include in your assessable income in the income year in which the ESS deferred taxing point occurs in relation to your Restricted Stock Units will be the difference between the “market value” of the Restricted Stock Units or the underlying shares of Common Stock, as applicable, at the ESS deferred taxing point and the cost base of the Restricted Stock Units (which should be nil because you do not have to pay anything to receive the Restricted Stock Units or the underlying shares).
If, however, you sell the underlying shares of Common Stock in an arm’s length transaction (as will generally be the case provided that the shares are sold through the Nasdaq) within 30 days of the original ESS deferred taxing point, the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Restricted Stock Units (which should be nil).
The “market value” of the Restricted Stock Units or the underlying shares of Common Stock, as applicable, at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency and determined with reference to Australian tax law. The Australian Tax Office has prepared guidelines in relation to the ordinary meaning of market value. As noted below, the Company must provide you with a statement containing certain information about the Restricted Stock Units, including an estimate of the market value of the Restricted Stock Units or underlying shares, as applicable, at the taxing point. This may assist you in determining the market value of the Restricted Stock Units or the shares of Common Stock, as applicable.
(d) What happens if I cease employment before my Restricted Stock Units vest?
If you cease employment with your employer prior to the vesting date of some or all of your Restricted Stock Units and the Restricted Stock Units do not vest upon termination of employment (i.e., they are forfeited), you may be treated as having never acquired the forfeited Restricted Stock Units, in which case no amount will be included in your assessable income.
(e) Will I be taxed when I sell shares of Common Stock?
If you sell shares of Common Stock acquired upon vesting of your Restricted Stock Units within 30 days of the original ESS deferred taxing point, your ESS deferred taxing point will be shifted to the date of sale for purposes of determining the amount of assessable income as described above and you will not be subject to capital gains tax.
If you sell shares of Common Stock acquired upon vesting of your Restricted Stock Units more than 30 days after the original ESS deferred taxing point, you will be subject to capital gains taxation to the extent that the sale proceeds exceed your cost base in the shares sold, assuming that the sale of such shares occurs in an arm’s-length transaction. Your cost base in the shares of Common Stock will generally be equal to the market value of such shares at the ESS deferred taxing point (which will generally be the vesting date, as described above) plus any incremental costs you incur in connection with the sale (e.g., brokers fees).
The amount of any capital gain you realize must be included in your assessable income for the year in which shares of Common Stock are sold. However, if you hold shares for at least one year prior to selling (excluding the dates you acquired and sold the shares), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income. If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.
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If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s-length transaction), you will realize a capital loss. Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).
(f) Will my employer report the income or withhold tax?
Your employer will not be required to withhold tax (or Medicare Levy or surcharge) in relation to the Restricted Stock Units unless you have not provided your Tax File Number (“TFN”) to your employer.
However, the Company or your employer will provide you (no later than 14 July after the end of the year) and the Commissioner of Taxation (no later than 14 August after the end of the year) with a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically the year of vesting) (including an estimate of the market value of the Restricted Stock Units or the underlying shares of Common Stock, as applicable, at the taxing point). Please note, however, that, if you sell shares within 30 days of the original ESS deferred taxing point, the amount reported by your employer may differ from your actual taxable amount (which will be based on the sale proceeds rather than the market value of the Restricted Stock Units or the shares at the ESS deferred taxing point, as described above). You will be responsible for determining the actual taxable amount and calculating your tax accordingly.
It is your responsibility to report and pay any tax liability in relation to the Restricted Stock Units and any shares of Common Stock issued to you as well as in relation to the sale of such shares.
U.S. Tax Consequences
Australian residents (who are not U.S. citizens or U.S. tax residents) will not be subject to U.S. tax by reason only of the grant and vesting of the Restricted Stock Units or the sale of shares of Common Stock. However, liability for U.S. taxes (including estate taxes) may accrue if an Australian resident is otherwise subject to U.S. taxes.
The above is an indication only of the likely U.S. taxation consequences for Australian residents awarded Restricted Stock Units under the Plan. Australian residents should seek their own advice as to the U.S. taxation consequences of Plan participation.
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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 16, 2022
/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, Anuradha B. Subramanian, certify that:
Date: May 16, 2022
/s/ Anuradha B. Subramanian |
Anuradha B. Subramanian |
Chief Financial Officer |
(principal financial officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bumble Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022 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 16, 2022
|
/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, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anuradha B. Subramanian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
Date: May 16, 2022
|
/s/ Anuradha B. Subramanian |
|
Anuradha B. Subramanian |
|
Chief Financial Officer |
|
(principal financial officer) |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 600,000,000 | 600,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 129,519,804 | 129,212,949 |
Common stock, shares outstanding | 129,519,804 | 129,212,949 |
Class B Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 20 | 20 |
Common stock, shares outstanding | 20 | 20 |
Condensed Consolidated Statements of Comprehensive Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $ 23,938 | $ 323,442 |
Other comprehensive income (loss), net of tax: | ||
Change in foreign currency translation adjustment | (1,205) | (3,567) |
Total other comprehensive income (loss), net of tax | (1,205) | (3,567) |
Comprehensive income (loss) | 22,733 | 319,875 |
Comprehensive income (loss) attributable to noncontrolling interests | 7,162 | (19,735) |
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners | $ 15,571 | $ 339,610 |
Organization and Basis of Presentation |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | Note 1 - Organization and Basis of Presentation
Company Overview
Bumble Inc.’s main operations are providing online dating and social networking platforms through subscription and in-app purchases dating 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 (the “Predecessor”) 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. Accordingly, these consolidated financial statements include certain historical consolidated financial and other data for Worldwide Vision Limited for periods prior to the completion of the business combination.
On February 16, 2021, the Company completed its IPO of 57.5 million shares of Class A common stock at an offering price of $43 per share and received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions. The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings ("Common Units") from entities affiliated with our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions.
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO common unitholders 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 188,253,131 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of March 31, 2022.
Secondary Offering On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million shares of Class A common stock for the period ending September 30, 2021.
Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts. Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2021 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2021 Form 10-K.
Certain prior year amounts have been reclassified to conform to the current year presentation.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using a hypothetical liquidation at book value method.
Statement of Changes in Equity Reclassification
As disclosed within our 2021 Annual Report on Form 10-K, beginning in the fourth quarter of 2021, the Company adjusted its Consolidated Statement of Changes in Equity to reclassify $95.7 million from accumulated other comprehensive income to additional paid-in capital in order to correctly present the effects of the Reorganization Transactions and IPO.
This change has been concluded to be immaterial to the interim condensed consolidated financial statements presented herein given it has no impact on the reported condensed consolidated statements of operations, comprehensive operations, and changes in cash flows.
The fiscal year end of the Company is December 31.
All references to the “Company”, “we”, “our” or “us” in this report are to Bumble Inc. |
Summary of Selected Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Selected Significant Accounting Policies | Note 2 - Summary of Selected Significant Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the three months ended March 31, 2022 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2021 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 income taxes, the fair value and useful lives of assets acquired and liabilities assumed in business combinations, the recoverability of long-lived assets and goodwill, potential obligations associated with legal contingencies, the fair value of contingent consideration, and the fair value of derivatives and stock-based compensation.
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.
Revenue Recognition
The Company recognizes revenue from services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606:
The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
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. Unused in-app purchase fees expire and are recognized as revenue after six months. 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.
As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
During the three months ended March 31, 2022 and 2021, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $40.7 million and $39.9 million as of March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized revenue of $29.8 million, and $21.9 million, respectively, that was included in the deferred revenue balance at the beginning of each period.
Business Combination
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition, with the exception of contract assets and contract liabilities from contracts with customers. On January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, under which the Company recognizes and measures revenue contract assets and contract liabilities (including deferred revenue) acquired in a business combination on the acquisition date as if the revenue contracts were originated by the Company in accordance with ASC 606, Revenue from Contracts with Customers. The adoption of ASU 2021-08 did not have a material impact to the Company's consolidated financial position, results of operations and cash flows. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.
Transaction costs associated with business combinations are expensed as incurred. Fair Value Measurements
The Company follows ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The Company uses the fair value hierarchy to categorize the financial instruments measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.
The three levels of the fair value hierarchy are as follows:
Restructuring Charges
Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation 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. See Note 8, Restructuring, for additional information. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function.
Earnings (Loss) per Share / Unit
Basic earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted average number of common shares / units outstanding during the period. Diluted earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted-average share / units outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share / unit.
See Note 13, Earnings (Loss) per Share / Unit, for additional information on dilutive securities.
Stock-Based Compensation
The Company issues stock-based awards to employees that are generally in the form of stock options, restricted shares, incentive units, or restricted stock units (“RSUs”). Compensation cost for equity awards is measured at their grant-date fair value, and in the case of restricted shares and RSUs is estimated based on the fair value of the Company’s underlying common stock. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of the Company’s common stock on the grant date, including the expected term of the award, the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s stock. For time-vesting awards, compensation cost is recognized over the requisite service period, which is generally the vesting period, using the graded attribution method. For performance-based stock awards, compensation expense is recognized over the requisite service period on a straight-line basis when achievement is probable. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the performance conditions to be probable of occurring.
For periods prior to the Company’s IPO, the grant date fair value of stock-based compensation awards and the underlying equity were determined on each grant date using a Monte Carlo model. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility.
See Note 14, Stock-based Compensation, for additional information on the Company’s stock-based compensation plans and awards.
Recently Issued Pronouncements Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” 2020-04) and related amendments on Reference Rate Reform, which provided optional guidance and exceptions to for applying GAAP to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The amendments are effective prospectively at any point through December 31, 2022. The Company continues to evaluate the potential impact of adopting this new accounting guidance on its consolidated financial position, results of operations and cash flows. The Company plans to adopt the pronouncement during the fiscal year ending December 31, 2022. |
Income Taxes |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3 - Income Taxes The Company is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain jurisdictions with respect to its allocable share of any net taxable income of Buzz Holdings L.P. For the three months ended March 31, 2022, our effective tax rate is (9.2)% which is lower than the U.S. federal statutory tax rate of 21% primarily due to the geographical distribution of our earnings, income attributable to non-controlling interests, nondeductible stock-based compensation, and a valuation allowance recorded against certain deferred tax assets arising in the current year.
Our effective tax rate for the three months ended March 31, 2021 was (385.9)% which includes the discrete impact of the Company’s restructuring activities that occurred on January 1, 2021. Deferred tax liabilities of $448.2 million recorded at Maltese and UK entities related to relevant intangible property were written off in the first quarter of 2021, offset by $6.7 million of deferred tax assets recorded in Malta for related tax basis in transferred intangible property resulting in a net income tax benefit of $441.5 million during the period. In addition, the tax benefit for the three months ended March 31, 2021 reflects the impact of our assessment that we will not be able to record the benefit of certain current year deferred tax assets for which a valuation allowance is recorded. |
Payable to Related Parties Pursuant to a Tax Receivable Agreement |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Tax Receivable Agreement [Abstract] | |
Payable to Related Parties Pursuant to a Tax Receivable Agreement | Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement In connection with the Reorganization Transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits, that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. We estimate the amount of existing tax basis with respect to which our pre-IPO owners will be entitled to receive payments under the tax receivable agreement (assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares of Class A common stock on the date of the IPO, and assuming all vested Incentive Units were converted to Common Units and immediately exchanged for shares of Class A common stock at the IPO price of $43.00 per share of Class A common stock) is approximately $2,603 million which includes the Company's allocable share of existing tax basis acquired in the IPO, which we have determined to be approximately $1,728 million. In determining the Company's allocable share of existing tax basis acquired in the IPO, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO that were contemplated to have occurred pursuant to the Blocker Restructuring. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners.
We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of March 31, 2022. The realizability of the deferred tax assets is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. We will assess the realizability of the deferred tax assets at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO transaction, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability of $389.0 million related to these benefits as of March 31, 2022. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $281.0 million for a total liability of $670.0 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statement of operations. |
Business Combination |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination | Note 5 - Business Combination
The Company entered into a definitive agreement to purchase all of the outstanding shares of Flashgap SAS (“Flashgap”), pursuant to a Share Purchase Agreement dated January 31, 2022 (“Purchase Agreement”), by and among Bumble, Flashgap SAS, and the company’s selling shareholders, for a purchase price of approximately $75.4 million. Flashgap (popularly known as Fruitz), is a fast growing dating app with a Gen Z focus, which is a growing segment of online dating consumers. Fruitz complements our existing Bumble and Badoo apps and will allow the Company to expand our product offerings to a dynamic Gen Z market. The acquisition of Fruitz was accounted for using the acquisition method of accounting which required that the assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date (based on Level 3 measurements). As detailed below, the Company entered into a contingent earn-out arrangement that was determined to be part of the purchase consideration. See Note 10, Fair Value Measurements for further discussion.
The following tables summarize the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands):
Goodwill is primarily attributable to assembled workforce, expected synergies and other factors.
The fair values of the acquired brand and developed technology were determined using a relief from royalty methodology. The fair value of the user base was determined using an excess earnings methodology. The valuations of intangible assets incorporates significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows.
As of March 31, 2022, the Company has recognized approximately $1.1 million of transaction costs related to the acquisition. These costs are recorded in “General and administrative expense” in the condensed consolidated statements of operations. |
Property and Equipment, Net |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net | Note 6 - Property and Equipment, net A summary of the Company’s property and equipment, net is as follows (in thousands):
Depreciation expense related to property and equipment, net for the three months ended March 31, 2022 and 2021 was $2.3 million and $2.4 million, respectively. |
Goodwill and Intangible Assets, Net |
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Goodwill and Intangible Assets, net | Note 7 - Goodwill and Intangible Assets, net Goodwill The changes in the carrying amount of goodwill for the periods presented is as follows (in thousands):
Intangible Assets, net A summary of the Company’s intangible assets, net is as follows (in thousands):
Amortization expense related to intangible assets, net for each of the three-month periods ended March 31, 2022 and 2021, was $24.6 million. As of March 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):
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Restructuring |
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Restructuring | Note 8 - Restructuring
During the three months ended March 31, 2022, the Company adopted a restructuring plan to discontinue our existing operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus. The Company plans to substantially exit its Russian operations by the end of 2022. In connection with the restructuring plan, approximately 120 employees were impacted by its decision to exit the business. The Company expects to incur restructuring charges totaling approximately $1.3 million to $3.0 million, consisting primarily of severance benefits, relocation and other related costs.
The following table presents the total restructuring changes by function (in thousands):
During the three months ended March 31, 2022, the Company incurred $1.3 million in restructuring charges, primarily related to employee severance and relocation costs. As of March 31, 2022, the Company did not recognize any impairments on our assets in Russia.
The following table summarizes the restructuring related liabilities (in thousands):
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Other Financial Data |
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Other Financial Data Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Financial Data | Note 9 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
Other non-current liabilities are comprised of the following balances (in thousands):
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Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 10 - Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
There were no transfers between levels between March 31, 2022 and December 31, 2021.
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’s contingent earn-out liability that is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) totaled $79.0 million and $96.6 million as of March 31, 2022 and December 31, 2021. Contingent earn-out liability is included is included in “Other liabilities” in the accompanying condensed consolidated balance sheets.
As of March 31, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis to determine the amount of the liability, and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of March 31, 2022 and December 31, 2021, the fair value of the contingent earn-out liability reflects a risk-free rate of 1.8% and 0.5%, respectively.
In addition, as of March 31, 2022, there is a contingent consideration arrangement, consisting of an earn-out payment of up to $10 million in connection with the acquisition of Fruitz in January 2022. The Company determined the fair value of the contingent earn-out liability using a probability-weighted analysis and applied a discount rate that captures the risks associated with the obligation that is long-term in nature. As of March 31, 2022, the fair value of the contingent earn-out liability reflects a risk-free rate of 2.2%.
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 forecasts of earnings and/or the relevant operating metrics and changes in discount rates. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was ($20.7) million and $72.0 million for the three months ended March 31, 2022 and 2021, respectively. |
Debt |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Note 11 - Debt Total debt is comprised of the following (in thousands):
Credit Agreements
On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”). The Original Credit Agreement permitted the Company to borrow up to $625.0 million through a seven-year $575.0 million term loan (“Original Term Loan”), as well as a five-year revolving credit facility of $50.0 million and $25.0 million available through letters of credit. In connection with the Original Credit Agreement, the Company incurred and paid debt issuance costs of $16.3 million during the year ended December 31, 2020.
On October 19, 2020, the Company amended the Original Credit Agreement and entered into the First Amendment to the Credit Agreement (the “Amended Credit Agreement”), which provides for incremental borrowing of an aggregate principal amount of $275.0 million (the “Additional Term Loan”, collectively with the Original Term Loan, the “Term Loans”). The terms of the Amended Credit Agreement were unchanged from the Original Credit Agreement, and the sole purpose of the Amendment was to increase the principal available to the Company. In connection with the Amended Credit Agreement, the Company incurred and paid debt issuance costs of $4.8 million during the year ended December 31, 2020.
On March 31, 2021, the Company used proceeds from the IPO to repay outstanding indebtedness on the Incremental Term Loan Facility in an aggregate principal amount of $200.0 million, which has prepaid our obligated principal repayments until maturity on the Incremental Term Loan and, as a result, has reduced our contractual obligations.
Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the revolving credit facility is between 1.00% to 1.50% with respect to base rate borrowings and between 2.00% and 2.50% with respect to LIBOR rate borrowings. The interest rates in effect for the Original Term Loan and the Additional Term Loan as of March 31, 2022 were 2.96% and 3.75%, respectively. The Term Loans will mature on January 29, 2027 and principal amounts outstanding under the revolving credit facility will be due and payable in full at maturity on January 29, 2025. As of March 31, 2022, and at all times during the period, the Company was in compliance with the financial debt covenants.
As the loans are issued with a floating rate of interest, the Company believes that the fair value of the obligations is approximated by the principal amount of the loans as of March 31, 2022. The carrying value of the Term Loans includes the outstanding principal amount, less unamortized debt issuance costs. Therefore, the Company assumes the carrying value of the debt, before any transaction costs, would closely approximate the fair value of the loan obligation with the assumptions above. Future maturities of long-term debt as of March 31, 2022, were as follows (in thousands):
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Shareholders’ Equity |
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Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 12 - Shareholders' Equity
Equity Structure Prior to Initial Public Offering and Reorganization
Limited Partner’s Interest
On January 29, 2020, Bumble Holdings, and the wholly owned indirect subsidiary, Buzz Merger Sub Limited, executed the Merger Agreement with Worldwide Vision Limited whereby Bumble Holdings agreed to purchase all of the outstanding equity interest of Worldwide Vision Limited. In conjunction with the Sponsor Acquisition, the equity that was in existence in the Predecessor periods was settled and no longer outstanding subsequent to January 29, 2020.
Prior to the IPO, Limited Partners' Interest was inclusive of Capital Contribution from the Parent, Additional Paid-in Capital, and Retained Earnings. The capital structure of Bumble Holdings consisted of two different classes of limited partnership interests, Class A and Class B units. Class A units were issued and held by Blackstone, an affiliate of Accel Partners LP., our Founder, and certain members of senior management in exchange for capital contributions (“Class A Units”). Class B units were issued to senior management, select members of the Company's board of directors (the “Board”) and select employees of Bumble Holdings and represent profit interests of Bumble Holdings which vest subject to certain service and performance conditions.
As of December 31, 2020, there were 2,453,784,599 units of Class A and 153,273,895 units of Class B were outstanding.
Noncontrolling Interests
Prior to the IPO, the Company’s noncontrolling interests represented a reserve for minority interests’ share of accumulated profits and losses of Huggle App (UK) Limited and Lumen App Limited and pre-Sponsor Acquisition, Bumble Holding Limited and its subsidiaries.
Initial Public Offering
On February 16, 2021, the Company completed its IPO of 57.5 million shares of Class A common stock at an offering price of $43 per share. The Company received net proceeds of $2,361.2 million after deducting underwriting discounts and commissions. The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) in the IPO to redeem shares of Class A common stock and purchase Common Units from entities affiliated with our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions. The Company used a portion of the proceeds from the issuance of 9.0 million shares ($369.6 million) in the IPO to repay $200.0 million of outstanding indebtedness. Secondary Offering On September 15, 2021, the Company completed a secondary offering of 20.7 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone Inc. (the "Selling Stockholders") at a price of $54.00 per share. This transaction resulted in the issuance of 9.2 million shares of Class A common stock for the period ended September 30, 2021. Bumble did not sell any shares of Class A common stock in the offering and did not receive any of the proceeds from the sale. Bumble paid the costs associated with the sale of shares by the Selling Stockholders, net of the underwriting discounts.
Reorganization
Prior to the IPO, on February 10, 2021 the limited partnership agreement of Bumble Holdings was amended and restated, resulting in the following:
• Bumble Inc. became the general partner of Bumble Holdings with 100% of the voting power and control of the management of Bumble Holdings. • All outstanding Class A Units were either (1) reclassified into a new class of limited partnership interest referred to as “Common Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc. • All outstanding Class B Units were either (1) reclassified into a new class of limited partnership interest referred to as “Incentive Units”, or (2) directly or indirectly exchanged for vested shares of Class A common stock of Bumble Inc. (in the case of vested Class B Units) and restricted shares of Class A common stock of Bumble Inc. (in the case of unvested Class B Units). • Recognition of a noncontrolling interest due to the Pre-IPO Shareholders retaining an economic interest in Bumble Holdings related to Common Units not exchanged for vested shares of Class A common stock.
As part of the Reorganization Transactions, the Blocker Companies entered into certain restructuring transactions that resulted in the Pre-IPO Shareholders acquiring newly issued shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and the Company acquiring an equal number of outstanding Common Units.
Additionally, Bumble Inc. and the holders of all Common Units entered into an exchange agreement in which the holders of the Common Units will have the right on a quarterly basis to exchange their Common Units for shares of Class A common stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Subsequent to the Reorganization Transactions, our Sponsor effected certain exchanges of Common Units for Class A shares that were contemplated to have occurred pursuant to the Blocker Restructuring, with the net change to the capital structure being 4,455,510 Common Units in Bumble Holdings being exchanged on April 1, 2021, on a one-for-one basis, for Class A common stock in the Company. We gave retrospective effect to these transactions when estimating our tax receivable agreement liability, see Note 3, Income Taxes.
Amendment and Restatement of Certificate of Incorporation
The Company’s amended and restated certificate of incorporation has three classes of ownership interests: 6,000,000,000 shares of Class A common stock, par value $0.01 per share, 1,000,000 shares of Class B common stock, par value $0.01 per share, and 600,000,000 shares of preferred stock, par value $0.01 per share.
Class A Common Stock
Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held. Notwithstanding the foregoing, unless they elect otherwise, our Founder and affiliates of Blackstone (collectively, the “Principal Stockholders”) are entitled to outsized voting rights. Until the High Vote Termination Date (as defined below), each share of Class A common stock held by a Principal Stockholder is entitled to ten votes. “High Vote Termination Date” means the earlier to occur of (i) seven years from the closing of this offering and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
As of March 31, 2022 and December 31, 2021, there were 129,519,804 and 129,212,949 shares of Class A common stock outstanding, respectively.
Class B Common Stock
Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Common Unit of Bumble Holdings held by such holder. Notwithstanding the foregoing, unless they elect otherwise, each Principal Stockholder that holds Class B common stock is entitled to outsized voting rights. Until the High Vote Termination Date, each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units of Bumble Holdings held by such Principal Stockholder. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation.
As of March 31, 2022 and December 31, 2021, there were 20 shares of Class B common stock outstanding, respectively.
Preferred Stock
The Company is authorized to issue, without the approval of its stockholders, one or more series of preferred stock. The Board may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights.
As of March 31, 2022 and December 31, 2021, no preferred stock has been issued.
Treasury Stock
During the three months ended March 31, 2021, the Company used a portion of the proceeds from the issuance of 48.5 million shares in the IPO to redeem shares of Class A common stock from the pre-IPO owners. Repurchases of the Company's common stock are included in treasury stock at the cost of shares repurchased. During the three months ended June 30, 2021, the Company retired and restored the treasury stock to the status of authorized, but unissued, shares of Class A Common Stock.
Noncontrolling Interests
The Company’s noncontrolling interests represent a reserve related to the Common Units held by the pre-IPO Common Unitholders and the Common Units to which continuing incentive unitholders would be entitled to following exchange of their Vested Incentive Units. |
Earnings (Loss) per Share / Unit |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) per Share / Unit | Note 13 - Earnings (Loss) per Share / Unit The Company computes earnings per share (“EPS”) of Class A common stock using the two-class method required for participating securities. The Company considers unvested restricted shares and vested RSUs to be participating securities because holders are entitled to be credited with dividend equivalent payments, upon the payment by the Company of dividends on shares of Common Stock. Undistributed earnings allocated to participating securities are subtracted from net earnings (loss) attributable to Bumble Inc. in determining net earnings (loss) attributable to common stockholders. Basic EPS is computed by dividing net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of shares of our Class A Common Stock / Units outstanding. For the calculation of diluted EPS, net earnings (loss) attributable to common stockholders / unitholders for basic EPS is adjusted by the effect of dilutive securities. Diluted EPS attributable to common stockholders / unitholders is computed by dividing the resulting net earnings (loss) attributable to common stockholders / unitholders by the weighted-average number of common shares / units outstanding, adjusted to give effect to dilutive elements including restricted shares, RSUs, and options to the extent these are dilutive. The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share / unit for the three months ended March 31, 2022 and 2021 (in thousands).
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share / unit (in thousands, except share / unit amounts, and per share / unit amounts, unaudited).
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
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Stock-based Compensation |
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Stock-based Compensation | Note 14 - Stock-based Compensation Total stock-based compensation cost, net of forfeitures, was as follows:
Plans Prior to the IPO, Bumble Holdings had three active plans under which awards had been granted to various employees of the Company, including key management personnel, based on their management grade. In connection with the Sponsor Acquisition, Bumble Holdings and Buzz Management Aggregator L.P., an interest holder in Bumble Holdings, adopted two new incentive plans for the employees’ performance and retention purposes, namely the Employee Incentive Plan (“Non-U.S. Plan”) and the Equity Incentive Plan (“U.S. Plan”). The participants of the Non-U.S. Plan and U.S. Plan are selected employees of the Company and the subsidiaries. Bumble Holdings and Buzz Management Aggregator L.P. also adopted one incentive plan for Whitney Wolfe Herd (the “Founder Plan”). Awards granted under the Founder Plan and U.S. Plan were in the form of Class B Units in Bumble Holdings and Class B Units in Buzz Management Aggregator L.P, respectively (collectively, the “Class B Units”). Under the Non-U.S. Plan, participants have received phantom awards of Class B Units in Buzz Management Aggregator L.P. (the “Phantom Class B Units”) that are settled in cash equal to the notional value of the Buzz Management Aggregator Class B Units at the settlement date. The Class B Units under the Founder Plan and U.S. Plan and the Phantom Class B Units under the Non-U.S. Plan comprise: ● Time-Vesting Class B Units and Time-Vesting Phantom Class B Units (60% of the Class B Units and Phantom Class B Units granted) that generally vest over a five-year service period and for which expense is recognized under a graded expense attribution model; and ● Exit-Vesting Class B Units and Exit-Vesting Phantom Class B Units (40% of the Class B Units and Phantom Class B Units granted). Vesting for these awards is based on a liquidity event in which affiliates of Blackstone receive cash proceeds in respect of its Class A units in the Company prior to the termination of the participant. Further, the portion of the Exit-Vesting Class B Units and Exit-Vesting Phantom Class B Units that vest is based on certain Multiple on Invested Capital (“MOIC”) and Internal Rate of Return (“IRR”) hurdles associated with a liquidity event. The MOIC and IRR hurdles impact the fair value of the awards. As the vesting of these units is contingent upon a specified liquidity event, no expense was required to be recorded prior to the occurrence of a liquidity event. Time-Vesting Class B Units and Exit-Vesting Class B Units Expense for the Time-Vesting Class B Units and Exit-Vesting Class B Units was based on the grant date fair value of the Class B Units. The grant date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted in the following table. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury zero-coupon issues. Forfeitures were accounted for as they occurred. The weighted-average assumptions the Company used in the Monte Carlo model for 2020 are as follows:
Post-IPO Award Reclassification In connection with the Company’s IPO, awards under the Founder Plan, U.S. Plan, and Non-U.S. Plan were reclassified as follows: ● The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings under the Founder Plan and granted to senior management under the U.S. Plan were reclassified to vested Incentive Units (in the case of Vested Class B Units) and unvested Incentive Units (in the case of unvested Class B Units) in Bumble Holdings. ● The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings (other than those granted to senior management) were reclassified to Class A common stock (in the case of vested Class B Units) and restricted shares of Class A common stock (in the case of unvested Class B Units) in the Company. ● The Time-Vesting and Exit-Vesting Phantom Class B Units in Bumble Holdings were reclassified into vested RSUs (in the case of vested Class B Phantom Units) and unvested RSUs (in the case of unvested Class B Phantom Units) in the Company. In each of the above reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting requirement). Each Post-IPO award was converted to reflect the $43.00 share price contemplated in the Company’s IPO while retaining the same economic value in the Company. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting awards’ performance conditions to be probable. As such, the Company has begun to recognize stock-based compensation expense in relation to the Exit-Vesting awards. During the three months ended March 31, 2022 and 2021, the Company recognized compensation cost related to the reclassified Exit-Vesting awards of $0.9 million and $11.3 million, respectively. 2021 Omnibus Plan In connection with the IPO, the Company adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. The 2021 Omnibus Plan provides the Company with flexibility to use various equity-based incentive awards as compensation tools to motivate and retain the Company’s workforce. The Company has initially reserved 30,000,000 shares of our common stock for the issuance of awards under the 2021 Omnibus Plan. The fair value of Time-Vesting awards granted or modified at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumptions:
The fair value of Exit-Vesting awards granted or modified at the time of the IPO was determined using a Monte Carlo simulation approach in an option pricing framework, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the Valuation Date to the date of Management's expected exit date - a date at which MOIC and IRR realized by the Sponsor can be calculated ("Sponsor Exit"), with the following assumptions:
(1) Discount for lack of marketability for Time-Vesting awards and Exit-Vesting awards is only applicable for Incentive Units granted in Bumble Holdings at the time of the IPO. The fair value of Time-Vesting Options granted during the three months ended March 31, 2022 was determined using the Black-Scholes option pricing model with the following assumptions:
Incentive Units in Bumble Holdings: The following table summarizes information around Incentive Units in Bumble Holdings. These include grants of Class B Units that were reclassified into Incentive Units as described above, as well as Incentive Units issued to new recipients. The Incentive Units received as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units. The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification. The newly granted Incentive Units contain the same vesting attributes as Incentive Units granted as a result of the Reclassification.
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $17.7 million, which is expected to be recognized over a weighted-average period of 3.1 years. Total unrecognized compensation cost related to the Exit-Vesting Incentive Units is $16.0 million, which is expected to be recognized over a weighted average period of 2.7 years. Restricted Shares of Class A Common Stock in Bumble Inc.: The following table summarizes information around restricted shares in the Company. The restricted shares granted as a result of the reclassification of Class B Units retain the vesting attributes (including original service period vesting start date) of the Class B Units. The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification.
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting restricted shares is $0.2 million, which is expected to be recognized over a weighted-average period of 2.9 years. Total unrecognized compensation cost related to the Exit-Vesting restricted shares is $0.2 million, which is expected to be recognized over a weighted average period of 2.8 years.
RSUs in Bumble Inc.: The following table summarizes information around RSUs in the Company. These include grants of Phantom Class B Units that were reclassified into RSUs in conjunction with the IPO, as well as Promised RSUs issued to new recipients. The RSUs granted as a result of the reclassification of Phantom Class B Units retain the vesting attributes (including original service period vesting start date) of the Phantom Class B Units. As the Phantom Class B Units were legally settled in cash and the RSUs will be settled with equity, this represents a liability-to-equity modification. The Company reclassified any outstanding liabilities to equity and recognized expense in accordance with the appropriate pattern using the modification date fair value. Time-Vesting RSUs that were granted as a result of the Reclassification generally vest in equal annual installments over a five year period, whereas Time-Vesting RSUs that were granted at the time of the Company’s IPO generally vest in equal annual installments over a four year period. Time-Vesting RSUs that have been granted since the Company’s IPO generally vest 25% on the first anniversary of the date of grant, or other vesting commencement date, and the remaining 75% of the award vests in equal installments on each monthly anniversary thereafter such that the award will be fully vested on the fourth anniversary of the date of grant, or other vesting commencement date. Exit-Vesting RSUs that were granted as a result of the Reclassification contain similar vesting requirements to the previously Exit-Vesting Phantom Class B Units.
As of March 31, 2022, total unrecognized compensation cost related to the Time-Vesting RSUs is $101.5 million, which is expected to be recognized over a weighted-average period of 3.5 years. Total unrecognized compensation cost related to the Exit-Vesting RSUs is $19.0 million, which is expected to be recognized over a weighted average period of 2.8 years.
Options Under the 2021 Omnibus Plan, the Company has granted certain stock options with the underlying equity being shares of the Company’s Class A common stock. These stock options are inclusive of both Time-Vesting stock options and Exit-Vesting stock options. Time-Vesting stock options either vest over a or a five year period, and weighted-average remaining contractual term has been specified in the table below. Exit-Vesting stock options vest upon satisfaction of a performance condition under which Blackstone and its affiliates receive cash proceeds in respect of certain MOIC and IRR hurdles, subject to the recipient’s continued employment at the time of satisfaction. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the Exit-Vesting options’ performance conditions to be probable of occurring. The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options as of March 31, 2022:
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options as of March 31, 2022:
Total unrecognized compensation cost related to the Time-Vesting options is $27.4 million, which is expected to be recognized over a weighted-average period of 3.2 years. Total unrecognized compensation cost related to the Exit-Vesting options is $1.8 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Options have a maximum contractual term of 10 years. The aggregate intrinsic value – assuming all options are expected to vest – and weighted average remaining contractual terms of Time-Vesting and Exit-Vesting options outstanding and options exercisable were as follows as of March 31, 2022.
Employee Stock Purchase Plan
In connection with the IPO, on February 10, 2021, Bumble Inc. adopted the 2021 Employee Stock Purchase Plan (the “ESPP”) for the issuance of up to a total of 4,500,000 shares of Class A common stock. The number of shares reserved for issuance under the ESPP will be increased automatically on January 1 of each fiscal year beginning in 2022 by a number of shares of our Class A common stock equal to the lesser of (i) the positive difference between 1% of the shares outstanding on the final day of the immediately preceding fiscal year and the ESPP share reserve on the final day of the immediately preceding fiscal year; and (B) a smaller number of shares as may be determined by the Board. The ESPP allows participants to purchase Class A common stock through contributions of up to 15% of their total compensation. The purchase price of the Class A common stock will be 85% of the lesser of the fair market value of our Class A common stock as determined on the applicable grant date or the applicable purchase period end date (provided that, in no event may the purchase price be less than the par value per share of our Class A common stock). No purchases have been made under the ESPP as of March 31, 2022. |
Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below.
Founder Loan On January 29, 2020, the Company recognized a $119.0 million loan to an entity controlled by the Founder, which was recorded as a reduction of “Limited Partners’ interest” in the consolidated balance sheets. In connection with the dividends paid, the Company’s Founder repaid $25.6 million of the loan (the "Founder Loan"), which was recorded as an increase to Limited Partners’ Interest. As of December 31, 2020, $93.4 million remained outstanding. On January 14, 2021, our Founder settled the outstanding balance of the loan plus accrued interest for a total of $95.5 million when Bumble Holdings distributed the loan in redemption of 63,643,425 Class A units held by Beehive Holdings III, LP with a hypothetical fair value equal to $95.5 million (such Class A units, the “Loan Settlement Units”). Since the value of the Loan Settlement Units redeemed by Bumble Holdings, determined using the volume-weighted average price of the Class A Common Stock on Nasdaq during the regular trading session as reported by Bloomberg L.P. for the 30-day period beginning on February 16, 2021 (the “Applicable VWAP”) exceeded the implied value of the Loan Settlement Units on the settlement date for purposes of repaying the loan, Bumble Holdings delivered to Beehive Holdings III, LP 3,252,056 Common Units which are exchangeable for shares of Class A common stock having a value based on the Applicable VWAP equal to such excess amount. The settlement of the Founder loan was recorded as an equity transaction with no net impact to the accompanying condensed consolidated balance sheet. Underwriting of IPO Blackstone Securities Partners L.P., an affiliate of Blackstone, underwrote 4.1 million of the 57.5 million shares of Class A common stock offered to the market in the IPO, with underwriting discounts and commissions of $1.935 per share paid by the Company.
Redemption of Class A Common Stock and Purchase Common Units in Connection with the IPO The Company used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) in the IPO to redeem shares of Class A common stock and purchase Common Units from our Sponsor, at a price per share / Common Unit equal to the IPO price, net of underwriting discounts and commissions.
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). Other The Company uses Liftoff Mobile Inc. ("Liftoff"), a company in which Blackstone affiliated funds hold a controlling interest since March 2021, for marketing purposes. During the three months ended March 31, 2022, the Company incurred costs related to these transactions of $0.5 million, which are included within selling and marketing expense in the accompanying condensed consolidated statements of operations. |
Segment and Geographic Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment and Geographic Information | Note 16 - Segment and Geographic Information The Company operates as a single operating segment. The Company’s chief operating decision maker is the CEO, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Revenue by major geographic region is based upon the location of the customers who receive the Company’s services. The information below summarizes revenue by geographic area, based on customer location (in thousands):
The United States is the only country with revenues of 10% or more of the Company’s total revenue for the three months ended March 31, 2022 and 2021 . The information below summarizes property and equipment, net by geographic area (in thousands):
United Kingdom, United States, Czech Republic and The Netherlands are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net at March 31, 2022. United Kingdom, United States and Czech Republic are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net at December 31, 2021. |
Commitments and Contigencies |
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Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contigencies | Note 17 - 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. Historically, the Company has not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations as of March 31, 2022.
The Company is involved in certain lawsuits, claims and proceedings that arise from time to time. The Company records a liability for these when it is believed to be probable that the Company has incurred a loss and the amount can be reasonably estimated. The Company regularly evaluates current information to determine whether it should adjust a recorded liability or record a new one. If the Company determines that there is a reasonable possibility that a loss may be incurred and the loss or range of loss can be estimated, the possible loss is disclosed in the accompanying notes to the condensed consolidated financial statements to the extent material.
Litigation
On May 29, 2018, a plaintiff filed a class action complaint against Bumble Trading Inc. alleging that the Bumble app’s “women message first” feature discriminates against men and is therefore unlawful under California’s Unruh Civil Rights Act (the “Unruh Act”) and Cal. Bus & Prof. Code Section 17200. The parties held a mediation on June 23, 2020 and signed a settlement agreement on November 20, 2020, which received final approval by the court on January 28, 2022. The Company recorded an accrual for the loss contingency in relation to this litigation.
In late 2021 and early 2022, four putative class action lawsuits were filed against the Company in Illinois alleging that certain features of the Badoo or Bumble apps violate the Illinois Biometric Privacy Act (“BIPA”). These lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. A fifth putative class action was also filed against the Company in late 2021 in California alleging that Bumble app users’ information was collected, used, and disseminated in violation of California’s consumer protection and privacy laws. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in the California action) punitive damages. These cases are still in early stages and at this time the Company cannot reasonably estimate a range of potential liability, if any, which may arise therefrom.
Since January 2022, a purported class action complaint has been filed in the United States District Court for the Southern District of New York naming, among others, the Company, our Chief Executive Officer, our Chief Financial Officer, our board of directors and Blackstone, as defendants. The class action complaint asserts claims under the U.S. federal securities laws, purportedly brought on behalf of a class of purchasers of shares of Class A common stock in in Bumble’s secondary public stock offering which took place in September 2021 (the “SPO”), that the SPO Registration Statement and prospectus 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 class action complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief. The Company believes that the allegations contained in the complaint are without merit and intend to defend the complaint vigorously.
A shareholder derivative complaint was subsequently filed in the United States District Court for the Southern District of New York against the Company and certain directors and officers. The derivative complaint alleges a breach of fiduciary duty against management and our board of directors based on the same allegations and events described in the class action complaint. The complaint seeks unspecified damages, an award of costs and disbursements, including reasonable attorneys’ fees, and that the Company be directed to take action to reform its corporate governance and internal procedures. The Company cannot predict at this point the length of time that these actions will be ongoing or the liability, if any, which may arise therefrom.
From time to time, the Company is subject to patent litigations asserted by non-practicing entities. Two such matters were settled during the three months ended March 31, 2022.
As of March 31, 2022 and December 31, 2021, the Company determined that provisions of $7.8 million and $8.8 million, respectively, reflect our best estimate of any probable future obligation, including legal costs incurred to date and expected to be incurred up to completion, for the Company’s litigations. During the three months ended March 31, 2022, the Company paid $0.8 million to settle litigation matters. Legal expenses are included within general and administrative expense in the accompanying condensed consolidated statements of operations. |
Summary of Selected Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to income taxes, the fair value and useful lives of assets acquired and liabilities assumed in business combinations, the recoverability of long-lived assets and goodwill, potential obligations associated with legal contingencies, the fair value of contingent consideration, and the fair value of derivatives and stock-based compensation.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. |
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Revenue Recognition | Revenue Recognition
The Company recognizes revenue from services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when or as the Company’s performance obligations are satisfied by transferring control of the promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606:
The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
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. Unused in-app purchase fees expire and are recognized as revenue after six months. 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.
As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
During the three months ended March 31, 2022 and 2021, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
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Deferred Revenue | Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $40.7 million and $39.9 million as of March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized revenue of $29.8 million, and $21.9 million, respectively, that was included in the deferred revenue balance at the beginning of each period. |
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Business Combination | Business Combination
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition, with the exception of contract assets and contract liabilities from contracts with customers. On January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, under which the Company recognizes and measures revenue contract assets and contract liabilities (including deferred revenue) acquired in a business combination on the acquisition date as if the revenue contracts were originated by the Company in accordance with ASC 606, Revenue from Contracts with Customers. The adoption of ASU 2021-08 did not have a material impact to the Company's consolidated financial position, results of operations and cash flows. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.
Transaction costs associated with business combinations are expensed as incurred. |
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Fair Value Measurements | Fair Value Measurements
The Company follows ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The Company uses the fair value hierarchy to categorize the financial instruments measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.
The three levels of the fair value hierarchy are as follows:
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Restructuring Charges | Restructuring Charges
Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation 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. See Note 8, Restructuring, for additional information. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function. |
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Earnings (Loss) per Share / Unit | Earnings (Loss) per Share / Unit
Basic earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted average number of common shares / units outstanding during the period. Diluted earnings (loss) per share / unit is computed by dividing net earnings (loss) attributable to the Company by the weighted-average share / units outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share / unit.
See Note 13, Earnings (Loss) per Share / Unit, for additional information on dilutive securities. |
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Stock-Based Compensation | Stock-Based Compensation
The Company issues stock-based awards to employees that are generally in the form of stock options, restricted shares, incentive units, or restricted stock units (“RSUs”). Compensation cost for equity awards is measured at their grant-date fair value, and in the case of restricted shares and RSUs is estimated based on the fair value of the Company’s underlying common stock. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of the Company’s common stock on the grant date, including the expected term of the award, the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s stock. For time-vesting awards, compensation cost is recognized over the requisite service period, which is generally the vesting period, using the graded attribution method. For performance-based stock awards, compensation expense is recognized over the requisite service period on a straight-line basis when achievement is probable. At the IPO date, the Company concluded that our public offering represented a qualifying liquidity event that would cause the performance conditions to be probable of occurring.
For periods prior to the Company’s IPO, the grant date fair value of stock-based compensation awards and the underlying equity were determined on each grant date using a Monte Carlo model. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility.
See Note 14, Stock-based Compensation, for additional information on the Company’s stock-based compensation plans and awards. |
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Recently Issued Pronouncements Not Yet Adopted | Recently Issued Pronouncements Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” 2020-04) and related amendments on Reference Rate Reform, which provided optional guidance and exceptions to for applying GAAP to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The amendments are effective prospectively at any point through December 31, 2022. The Company continues to evaluate the potential impact of adopting this new accounting guidance on its consolidated financial position, results of operations and cash flows. The Company plans to adopt the pronouncement during the fiscal year ending December 31, 2022. |
Summary of Selected Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of Revenue Across Apps | During the three months ended March 31, 2022 and 2021, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
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Business Combination (Tables) |
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Summary of Purchase Consideration and Purchase Price Allocation to Estimated Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following tables summarize the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands):
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Summary of Fair Values of Identifiable Intangible Assets Acquired at Date of Sponsor Acquisition | The fair values of the identifiable intangible assets acquired at the date of acquisition are as follows (in thousands):
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Property and Equipment, Net (Tables) |
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Summary of Property and Equipment, Net | A summary of the Company’s property and equipment, net is as follows (in thousands):
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Goodwill and Intangible Assets, Net (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Carrying amount of Goodwill | The changes in the carrying amount of goodwill for the periods presented is as follows (in thousands):
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Summary of Intangible Assets, Net | A summary of the Company’s intangible assets, net is as follows (in thousands):
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Summary of Amortization of Intangible Assets with Definite Lives | As of March 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):
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Restructuring (Tables) |
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Mar. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of total restructuring changes by function | The following table presents the total restructuring changes by function (in thousands):
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Summary of restructuring related liabilities | The following table summarizes the restructuring related liabilities (in thousands):
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Other Financial Data (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Financial Data Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Other Current Assets | Other current assets are comprised of the following balances (in thousands):
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Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
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Summary of Other Non-current Liabilities | Other non-current liabilities are comprised of the following balances (in thousands):
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Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
|
Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Debt | Total debt is comprised of the following (in thousands):
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Summary of Future Maturities of Long-term Debt | Future maturities of long-term debt as of March 31, 2022, were as follows (in thousands):
|
Earnings (Loss) per Share / Unit (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Basic and Diluted Net Earnings (Loss) Per Share | The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share / unit for the three months ended March 31, 2022 and 2021 (in thousands).
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share / unit (in thousands, except share / unit amounts, and per share / unit amounts, unaudited).
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Schedule of Potentially Dilutive Securities Excluded From the Diluted Earnings (Loss) Per Share | The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
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Stock-based Compensation (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Total Stock-based Compensation Cost, Net of Forfeitures | Total stock-based compensation cost, net of forfeitures, was as follows:
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Summary of Weighted-Average Assumptions Used in Monte Carlo Model for 2020 | The weighted-average assumptions the Company used in the Monte Carlo model for 2020 are as follows:
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Summary of Assumption Ranges and Fair Value Per Unit | The fair value of Time-Vesting awards granted or modified at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumptions:
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Summary of Aggregate Intrinsic Value and Weighted Average Remaining Contractual Terms | The aggregate intrinsic value – assuming all options are expected to vest – and weighted average remaining contractual terms of Time-Vesting and Exit-Vesting options outstanding and options exercisable were as follows as of March 31, 2022.
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Exit Vesting RSUs Granted | Exit-Vesting RSUs that were granted as a result of the Reclassification contain similar vesting requirements to the previously Exit-Vesting Phantom Class B Units.
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Incentive Units | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Information Around Incentive Units in Bumble Holdings | The newly granted Incentive Units contain the same vesting attributes as Incentive Units granted as a result of the Reclassification.
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RSU's | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Time Vesting RSUs and Exit Vesting RSUs Granted |
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Time-Vesting Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Time Vesting RSUs and Exit Vesting RSUs Granted | The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options as of March 31, 2022:
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Exit-Vesting Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Assumption Ranges and Fair Value Per Unit | The fair value of Exit-Vesting awards granted or modified at the time of the IPO was determined using a Monte Carlo simulation approach in an option pricing framework, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the Valuation Date to the date of Management's expected exit date - a date at which MOIC and IRR realized by the Sponsor can be calculated ("Sponsor Exit"), with the following assumptions:
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Summary of Option Activity Related to Time-Vesting Stock Options and Exit-Vesting Stock Options | The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options as of March 31, 2022:
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Time Vesting Options Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Option Activity Related to Time-Vesting Stock Options and Exit-Vesting Stock Options | The fair value of Time-Vesting Options granted during the three months ended March 31, 2022 was determined using the Black-Scholes option pricing model with the following assumptions:
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Restricted Shares Of Class A Common Stock In Bumble Inc | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Information about Restricted Shares | The Company did not recognize any incremental fair value due to the reclassification of awards as the fair value per award was the same immediately prior to and after the Reclassification.
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Related Party Transactions (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of transactions with related parties | In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below.
|
Segment and Geographic Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Revenue by Geographic Area | The information below summarizes revenue by geographic area, based on customer location (in thousands):
|
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Summary of Property and Equipment by Geographic Area | The information below summarizes property and equipment, net by geographic area (in thousands):
|
Summary of Selected Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2021 |
|
Accounting Policies [Abstract] | |||
Description of performance obligations | As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed. | ||
Deferred revenue | $ 40,679 | $ 39,924 | |
Deferred revenue recognized | $ 29,800 | $ 21,900 |
Summary of Selected Significant Accounting Policies - Summary of Revenue Across Apps (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 211,199 | $ 170,713 |
Bumble App | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 155,420 | 112,637 |
Badoo App and Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 55,779 | $ 58,076 |
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Schedule Of Income Tax Disclosure [Line Items] | ||
Federal income tax rate | 21.00% | |
Deferred tax liabilities | $ 448,200 | |
Effective Income Tax Rate | (9.20%) | (385.90%) |
Deferred tax assets | $ 6,700 | |
Net income tax benefit | (2,428) | $ 436,576 |
Transfer of Intangible Properties | ||
Schedule Of Income Tax Disclosure [Line Items] | ||
Net income tax benefit | $ 441,500 |
Payable to Related Parties Pursuant to a Tax Receivable Agreement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Dec. 31, 2021 |
|
Schedule Of Tax Receivable Agreement [Line Items] | ||
Percentage of tax receivable agreement | 85.00% | |
Tax receivable agreement liability | $ 388,980 | $ 388,780 |
Tax receivable agreement additional liability | 281,000 | |
Tax receivable agreement liability, total | 670,000 | |
IPO | ||
Schedule Of Tax Receivable Agreement [Line Items] | ||
Payments under tax receivable | 2,603,000 | |
Allocable share of existing tax basis acquired | 1,728,000 | |
Deferred tax benefit | $ 0 | |
Class A Common Stock | IPO | ||
Schedule Of Tax Receivable Agreement [Line Items] | ||
Share issued, per share | $ 43.00 |
Business Combination - Additional Information (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Business Acquisition [Line Items] | |
Business acquisition transaction costs | $ 1,100 |
Worldwide Vision Limited | |
Business Acquisition [Line Items] | |
Purchase price | $ 75,375 |
Business Combination - Summary of Purchase Consideration (Details) - Worldwide Vision Limited $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Business Acquisition [Line Items] | |
Business combination cash consideration | $ 72,275 |
Fair value of contingent earn-out liability | 3,100 |
Total purchase price | $ 75,375 |
Business Combination - Summary of Purchase Price Allocation to Estimated Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Dec. 31, 2021 |
|
Less fair value of net assets acquired: | ||
Intangible assets | $ 42,930 | |
Goodwill | 1,581,833 | $ 1,540,112 |
Worldwide Vision Limited | ||
Business Acquisition [Line Items] | ||
Purchase price | 75,375 | |
Less fair value of net assets acquired: | ||
Cash and cash equivalents | 2,555 | |
Accounts receivable | 799 | |
Other current assets | 57 | |
Property and equipment | 17 | |
Intangible assets | 42,930 | |
Deferred revenue | (650) | |
Accounts payable | 1,045 | |
Deferred tax liabilities | (11,177) | |
Net assets acquired | 33,486 | |
Goodwill | $ 41,889 |
Business Combination - Summary of Fair Values of Identifiable Intangible Assets Acquired at Date of Sponsor Acquisition (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Business Acquisition [Line Items] | |
Acquisition Date Fair Value | $ 42,930 |
Brands | |
Business Acquisition [Line Items] | |
Acquisition Date Fair Value | $ 38,000 |
Weighted- Average Useful Life (Years) | 15 years |
Developed Technology | |
Business Acquisition [Line Items] | |
Acquisition Date Fair Value | $ 4,100 |
Weighted- Average Useful Life (Years) | 4 years |
User Base | |
Business Acquisition [Line Items] | |
Acquisition Date Fair Value | $ 830 |
Weighted- Average Useful Life (Years) | 4 years |
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 31,606 | $ 29,867 |
Accumulated depreciation | (16,533) | (15,240) |
Total property and equipment, net | 15,073 | 14,627 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 23,110 | 21,675 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 7,512 | 7,288 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 984 | $ 904 |
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Property, Plant and Equipment [Abstract] | ||
Depreciation expense related to property and equipment, net | $ 2.3 | $ 2.4 |
Goodwill and Intangible Assets, Net - Summary of Changes in Carrying amount of Goodwill (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 1,540,112 |
Fruitz Acquisition | 41,889 |
Foreign currency translation adjustment | (168) |
Ending balance | $ 1,581,833 |
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets, net | $ 24.6 | $ 24.6 |
Goodwill and Intangible Assets, Net - Summary of Amortization of Intangible Assets with Definite Lives (Details) $ in Thousands |
Mar. 31, 2022
USD ($)
|
---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 56,069 |
2023 | 54,711 |
2024 | 54,127 |
2025 | 8,176 |
2026 and thereafter | 30,008 |
Total | $ 203,091 |
Restructuring (Additional Information) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
Employees
| |
Restructuring Cost and Reserve [Line Items] | |
Number of Employees Retrenched due to Restructuring | Employees | 120 |
Restructuring charges | $ 1,345 |
Employee Severance and Relocation [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,300 |
Russia | |
Restructuring Cost and Reserve [Line Items] | |
Impairment of Assets Recognized | 0 |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 3,000 |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 1,300 |
Restructuring - Schedule of restructuring changes by function (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Restructuring Cost and Reserve [Line Items] | |
Restructuring changes | $ 1,345 |
Cost of Revenue | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring changes | 83 |
Selling and Marketing Expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring changes | 23 |
General and Administrative Expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring changes | 386 |
Product Development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring changes | $ 853 |
Restructuring - Summary of restructuring related liabilities (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 0 |
Restructuring charges | 1,345 |
Cash Payments | (762) |
Non-cash items | 0 |
Ending Balance | 583 |
Employee Related Benefits | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 0 |
Restructuring charges | 1,182 |
Cash Payments | (762) |
Non-cash items | 0 |
Ending Balance | 420 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 0 |
Restructuring charges | 163 |
Cash Payments | 0 |
Non-cash items | 0 |
Ending Balance | $ 163 |
Other Financial Data - Summary of Other Current Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Other Assets [Abstract] | ||
Capitalized aggregator fees | $ 8,073 | $ 8,183 |
Prepayments | 15,860 | 10,989 |
Income tax receivable | 30,056 | 30,563 |
Other receivables | 4,287 | 3,016 |
Total other current assets | $ 58,276 | $ 52,751 |
Other Financial Data - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Payables and Accruals [Abstract] | ||
Legal liabilities | $ 7,845 | $ 8,767 |
Accrued expenses | 41,620 | 39,849 |
Lease liabilities | 4,532 | 3,898 |
Income tax payable | 44,653 | 42,317 |
Other payables | 15,479 | 16,651 |
Total accrued expenses and other current liabilities | $ 114,129 | $ 111,482 |
Other Financial Data - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Other Liabilities, Noncurrent [Abstract] | ||
Lease liabilities | $ 20,234 | $ 21,711 |
Contingent earn-out liability | 78,991 | 96,600 |
Other liabilities | 939 | 935 |
Total other liabilities | $ 100,164 | $ 119,246 |
Debt - Summary of Debt (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Debt Disclosure [Abstract] | ||
Term Loan due January 29, 2027 | $ 637,125 | $ 638,563 |
Less: unamortized debt issuance costs | 14,833 | 15,624 |
Current portion of long-term debt, net | 2,588 | 2,588 |
Total long-term debt, net | $ 619,704 | $ 620,351 |
Debt - Summary of Future Maturities of Long-term Debt (Details) $ in Thousands |
Mar. 31, 2022
USD ($)
|
---|---|
Maturities of Long-term Debt [Abstract] | |
Remainder of 2022 | $ 4,313 |
2023 | 5,750 |
2024 | 5,750 |
2025 | 5,750 |
2026 and thereafter | 615,562 |
Total | $ 637,125 |
Stock-based Compensation - Summary of Weighted-Average Assumptions Used in Monte Carlo Model (Details) |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Dividend yield | 0.00% |
Expected volatility | 58.00% |
Risk-free interest rate | 0.86% |
Expected time to liquidity event (years) | 4 years 8 months 12 days |
Stock-based Compensation - Summary of Information Around Incentive Units in Bumble Holdings (Details) - $ / shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Dec. 31, 2021 |
|
Incentive Units in Bumble Holdings | Time-Vesting Incentive Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Awards, Beginning balance | 5,170,731 | |
Number of Awards, Granted | 0 | |
Number of Awards, Vested | (887,890) | |
Number of Awards, Forfeited | 0 | |
Number of Awards, Ending balance | 4,282,841 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ 14.31 | $ 14.22 |
Weighted-Average Grant Date Fair Value, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Vested | 13.78 | |
Weighted-Average Grant Date Fair Value, Forfeited | 0 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ 14.31 | |
Incentive Units in Bumble Holdings | Exit-Vesting Incentive Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Awards, Beginning balance | 4,324,868 | |
Number of Awards, Granted | 0 | |
Number of Awards, Vested | 0 | |
Number of Awards, Forfeited | 0 | |
Number of Awards, Ending balance | 4,324,868 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ 13.81 | 13.81 |
Weighted-Average Grant Date Fair Value, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Vested | 0 | |
Weighted-Average Grant Date Fair Value, Forfeited | 0 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ 13.81 | |
Restricted Shares Of Class A Common Stock In Bumble Inc | Time-Vesting Restricted Shares of Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Awards, Beginning balance | 98,717 | |
Number of Awards, Granted | 0 | |
Number of Awards, Vested | (23,232) | |
Number of Awards, Forfeited | (9,511) | |
Number of Awards, Ending balance | 65,974 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ 7.47 | 7.26 |
Weighted-Average Grant Date Fair Value, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Vested | 6.73 | |
Weighted-Average Grant Date Fair Value, Forfeited | 7.03 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ 7.47 | |
Restricted Shares Of Class A Common Stock In Bumble Inc | Exit-Vesting Restricted Shares of Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Awards, Beginning balance | 82,211 | |
Number of Awards, Granted | 0 | |
Number of Awards, Vested | 0 | |
Number of Awards, Forfeited | (10,390) | |
Number of Awards, Ending balance | 71,821 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ 5.23 | $ 5.19 |
Weighted-Average Grant Date Fair Value, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Vested | 0 | |
Weighted-Average Grant Date Fair Value, Forfeited | 4.94 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ 5.23 |
Stock-based Compensation - Summary of Time Vesting RSUs and Exit Vesting RSUs Granted (Details) - RSU's |
3 Months Ended |
---|---|
Mar. 31, 2022
$ / shares
shares
| |
Time-Vesting RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Awards, Beginning balance | shares | 2,803,943 |
Number of Awards, Granted | shares | 2,111,856 |
Number of Awards, Vested | shares | (455,066) |
Number of Awards, Forfeited | shares | (328,109) |
Number of Awards, Unvested | shares | 4,132,624 |
Number of Awards, Ending balance | shares | 4,132,624 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 45.36 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 27.91 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 43.62 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 41.30 |
Weighted-Average Grant Date Fair Value, Unvested | $ / shares | 36.96 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 36.96 |
Exit Vesting Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Awards, Beginning balance | shares | 1,217,151 |
Number of Awards, Granted | shares | 0 |
Number of Awards, Vested | shares | 0 |
Number of Awards, Forfeited | shares | (209,503) |
Number of Awards, Unvested | shares | 1,007,648 |
Number of Awards, Ending balance | shares | 1,007,648 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 30.52 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 30.52 |
Weighted-Average Grant Date Fair Value, Unvested | $ / shares | 30.52 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 30.52 |
Stock-based Compensation - Summary of Option Activity Related to Time-Vesting Stock Options and Exit-Vesting Stock Options (Details) |
3 Months Ended |
---|---|
Mar. 31, 2022
$ / shares
shares
| |
Time-Vesting Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Outstanding | shares | 2,038,016 |
Number of Options, Granted | shares | 646,051 |
Number of Options, Vested | shares | 0 |
Number of Options, Forfeited | shares | (284,592) |
Number of Options, Outstanding | shares | 2,399,475 |
Number of Options, Exercisable | shares | 495,871 |
Weighted-Average Exercise Price Per Share, Outstanding | $ 43.76 |
Weighted-Average Exercise Price Per Share, Granted | 28.36 |
Weighted-Average Exercise Price Per Share, Vested | 0 |
Weighted-Average Exercise Price Per Share, Forfeited | 37.55 |
Weighted-Average Exercise Price Per Share, Outstanding | 40.35 |
Weighted-Average Exercise Price Per Share, Exercisable | 43.00 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding | 22.96 |
Weighted-Average Grant Date Fair Value Per Share, Granted | 16.98 |
Weighted-Average Grant Date Fair Value, Vested | 0 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 20.52 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding | 21.68 |
Weighted-Average Grant Date Fair Value Per Share, Exercisable | $ 22.21 |
Exit-Vesting Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Outstanding | shares | 222,424 |
Number of Options, Granted | shares | 0 |
Number of Options, Exercised | shares | 0 |
Number of Options, Forfeited | shares | (58,062) |
Number of Options, Outstanding | shares | 164,362 |
Number of Options, Exercisable | shares | 0 |
Weighted-Average Exercise Price Per Share, Outstanding | $ 43.00 |
Weighted-Average Exercise Price Per Share, Granted | 0 |
Weighted-Average Exercise Price Per Share, Exercised | 0 |
Weighted-Average Exercise Price Per Share, Forfeited | 43.00 |
Weighted-Average Exercise Price Per Share, Outstanding | 43.00 |
Weighted-Average Exercise Price Per Share, Exercisable | 0 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding | 18.10 |
Weighted-Average Grant Date Fair Value Per Share, Granted | 0 |
Weighted-Average Grant Date Fair Value Per Share, Exercised | 0 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 18.10 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding | 18.10 |
Weighted-Average Grant Date Fair Value Per Share, Exercisable | $ 0 |
Stock-based Compensation - Summary of Aggregate Intrinsic Value and Weighted Average Remaining Contractual Terms (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2022
USD ($)
| |
Time-Vesting Stock Options | |
Aggregate intrinsic value | |
Options outstanding | $ 437,273 |
Options exercisable | $ 0 |
Weighted-average remaining contractual term | |
Options outstanding | 8 years 9 months 18 days |
Options exercisable | 7 years 6 months |
Exit-Vesting Stock Options | |
Aggregate intrinsic value | |
Options outstanding | $ 0 |
Weighted-average remaining contractual term | |
Options outstanding | 8 years 10 months 24 days |
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Feb. 16, 2021 |
Jan. 14, 2021 |
Mar. 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Jan. 29, 2020 |
|
Related Party Transaction [Line Items] | ||||||
Underwriting discounts and commissions per share paid | $ 1.935 | |||||
Value of shares redeemed during period | $ (1,018,365) | |||||
Selling and marketing expense | $ 56,829 | $ 46,838 | ||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares underwrite value | $ 4,100 | |||||
Stock Issued During Period, Shares, New Issues | 57,500,000 | |||||
IPO | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 57,500,000 | 57,500,000 | ||||
Value of shares redeemed during period | $ 1,991,600 | $ 1,991,600 | ||||
Stock issued for purchase or redemption of shares | 48,500,000 | 48,500,000 | 48,500,000 | |||
Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Loan recognized | $ 119,000 | |||||
Loans repaid | $ 25,600 | |||||
Outstanding Balance Of Founder Loan | $ 93,400 | |||||
Outstanding balance of loan plus accrued interest settled | $ 95,500 | |||||
Beehive Holdings III, LP | Class A Units | ||||||
Related Party Transaction [Line Items] | ||||||
Redemption of common units held | 63,643,425 | |||||
Hypothetical fair value of common units redeemed | $ 95,500 | |||||
Exchangeable common units | 3,252,056 | |||||
Liftoff Mobile Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Selling and marketing expense | $ 500 |
Related Party Transactions - Summary of transactions with related parties (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2021 |
|
Other | |||
Related Party Transaction [Line Items] | |||
Marketing costs | $ 492 | $ 0 | |
Other | Selling and Marketing Expense | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction Description Of Transaction | Selling and marketing expense | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Loans repaid by Whitney Wolfe Herd | $ 0 | $ 95,465 | |
Related Party Transaction Description Of Transaction | Limited Partners’ interest | ||
Parent Company of the Predecessor [Member] | |||
Related Party Transaction [Line Items] | |||
Loan granted - current | $ 388,980 | $ 388,780 |
Segment and Geographic Information - Additional Information (Details) |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Segment Reporting Information [Line Items] | ||
Description of company's property and equipment | United Kingdom, United States, Czech Republic and The Netherlands are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net at March 31, 2022. United Kingdom, United States and Czech Republic are the only countries with property and equipment of 10% or more of the Company’s total property and equipment, net at December 31, 2021. | |
United States | Minimum | ||
Segment Reporting Information [Line Items] | ||
Part of company's total revenue | 10.00% | 10.00% |
Segment and Geographic Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
Segment Reporting Information [Line Items] | ||
Revenue | $ 211,199 | $ 170,713 |
North America | ||
Segment Reporting Information [Line Items] | ||
Revenue | 124,183 | 95,725 |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 87,016 | $ 74,988 |
Segment and Geographic Information - Summary of Property and Equipment by Geographic Area (Details) - USD ($) $ in Thousands |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 15,073 | $ 14,627 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 6,830 | 6,035 |
Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 2,901 | 3,234 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 3,021 | 3,183 |
Netherlands | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,535 | 1,263 |
Rest of the World | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 786 | $ 912 |
Commitments and Contigencies - Additional Information (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2022 |
Dec. 31, 2021 |
|
Loss Contingencies [Line Items] | ||
Liabilities | $ 1,286,257,000 | $ 1,301,540,000 |
Lawsuit filing date | On May 29, 2018 | |
Provisions assessed | $ 7,800,000 | $ 8,800,000 |
Litigation settlement, expense | 800,000 | |
Indemnification Agreements | ||
Loss Contingencies [Line Items] | ||
Liabilities | $ 0 |
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