UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, ~~2022~~2023


☐	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: 001-40054

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3604367
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1105 West 41st Street Austin, Texas	78756
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 696-1409

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

BMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July ~~29, 2022,~~31, 2023, Bumble Inc. had ~~129,586,219~~136,517,264 shares of Class A common stock, par value $0.01 per share, outstanding and 20 shares of Class B common stock, par value $0.01 per share, outstanding.

SPECIAL NOTE REGARDING Forward-Looking Statements

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of Bumble Inc. with respect to, among other things, its operations, its financial performance, its industry, and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:

•

our ability to retain existing users or attract new users and to convert users to paying users

•

competition and changes in the competitive landscape of our market

•

our ability to distribute our dating products through third parties, such as Apple App Store or Google Play Store, and offset related fees

•

the impact of data security breaches or cyber attacks on our systems and the costs of remediation related to any such incidents

•

the continued development and upgrading of our technology platform and our ability to adapt to rapid technological developments and changes in a timely and cost-effective manner

•

our ability to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of infringement, misappropriation or other violations of third-party intellectual property

•

our ability to comply with complex and evolving U.S. and international laws and regulations relating to our business, including data privacy laws

•

foreign currency exchange rate fluctuations

•

risks relating to certain of our international operations, including geopolitical conditions and successful expansion into new markets

•

the impact of current developments in Russia, Ukraine and surrounding countries on our business and users, including the impact of our decision to discontinue our operations in Russia and remove our apps from the Apple App Store and Google Play Store in Russia and Belarus

•

control of us by Blackstone ~~(as defined below)~~ and our Founder (each, as defined below)

•

the outsized voting rights of Blackstone ~~(as defined below)~~ and our Founder

•

the inability to attract hire and retain a highly qualified and diverse workforce, or maintain our corporate culture

•

changes in business or macroeconomic conditions, including the impact of ~~the Coronavirus Disease 2019 (“COVID-19”) (and other~~ widespread health emergencies or ~~pandemics)~~pandemics and measures taken in response, lower consumer confidence in our business or in the online dating industry generally, recessionary conditions, increased unemployment rates, stagnant or declining wages, changes in inflation or interest rates, political unrest, armed conflicts, extreme weather events or natural disasters

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~~2022 (“~~2021~~2022 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) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC 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 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:

•

“Badoo App and Other Average Revenue per Paying User” is a metric calculated based on Badoo App and Other Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.

•

a “Badoo App and Other Paying User” is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month (or made a purchase on one of our other apps that we owned and operated in a given month (excluding Fruitz), or purchase on other third-party apps that used our technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

•

“Badoo App and Other Revenue” is revenue derived from purchases or renewals of a Badoo app subscription plan and/or in-app purchases on Badoo app in the relevant period, purchases on one of our other apps that we owned and operated in the relevant period, purchases on other third party apps that used our technology in the relevant period and advertising, partnerships or affiliates revenue in the relevant period.

•

“Blackstone” or “our Sponsor” refer to investment funds associated with Blackstone Inc.

•

“Blocker Companies” refer to certain entities that are taxable as corporations for U.S. federal income tax purposes in which the Pre-IPO Shareholders held interests.

•

“Blocker Restructuring” refers to certain restructuring transactions that resulted in the acquisition by Pre-IPO Shareholders of shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and Bumble Inc. acquiring an equal number of outstanding Common Units.

•

“Board of Directors” or “Board” refers to the board of directors of Bumble Inc.

•

“Bumble,” the “Company,” “we,” “us” and “our” refer to Bumble Inc. and its consolidated subsidiaries.

•

“Bumble App Average Revenue per Paying User” or "Bumble App ARPPU" is a metric calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.

•

a “Bumble App Paying User” is a user that has purchased or renewed a Bumble app subscription plan and/or made an in-app purchase on Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

•

"“Bumble App Revenue” is revenue derived from purchases or renewals of a Bumble app subscription plan and/or in-app purchases on Bumble app in the relevant period.

•

“Bumble Holdings” refers to Buzz Holdings L.P., a Delaware limited partnership.

•

“~~Blackstone” or “our Sponsor” refer to investment funds associated with Blackstone Inc.~~

•

“Class B Units” refers to the interests in Bumble Holdings called “Class B Units,” including the Class B units held by Buzz Management Aggregator L.P., that were outstanding prior to the Reclassification.

•

“Co-Investor” or “Accel” refer to an affiliate of Accel Partners LP.

•

“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification and does not include Incentive Units.

•

“Continuing Incentive Unitholders” refers to certain pre-IPO holders of Class B Units who hold Incentive Units following the consummation of the Reorganization Transactions and the Offering Transactions.

•

“Founder” refers to Whitney Wolfe Herd, the founder of Bumble app, our Chief Executive Officer and member of our ~~board~~Board of ~~directors,~~Directors, together with entities beneficially owned by her.

•

“Fruitz” refers to Flashgap SAS, which operates the Fruitz app.

•

“Incentive Units” refers to the ~~new~~ class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification. The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock.

•

“Incentive Unitholders” refers collectively to our Continuing Incentive Unitholders and eligible service providers that received Incentive Units at the time of the IPO in connection with such individual’s employment or service.

•

“IPO” refers to the initial public offering of Class A common stock, which was completed on February 16, 2021.

•

“Offering Transactions” refers to the offering of Class A common stock in the IPO and certain related transactions, as defined in “Item 2―Management’s Discussion and Analysis of Financial Condition and Results of Operations―Factors Affecting the Comparability of Our Results of Operations―Initial Public Offering and Offering Transactions”.

•

“Pre-IPO Common Unitholders” refer to pre-IPO owners that hold Common Units following the Reclassification.

•

“~~pre-IPO~~Pre-IPO owners” refer to our Founder, our Sponsor, ~~an affiliate of Accel Partners LP~~Co-Investor and management and other equity holders who were the owners of Bumble Holdings immediately prior to the Offering Transactions.

•

“Pre-IPO Shareholders” refer to pre-IPO owners that received shares of Class A common stock of Bumble Inc. pursuant to the Blocker Restructuring.

•

“Principal Stockholders” refers collectively to our Founder and our Sponsor.

•

“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings in connection with the IPO pursuant to which certain outstanding Class A units were reclassified into a new class of limited partnership interests that we refer to as “Common Units” and certain outstanding Class B Units were reclassified into a new class of limited partnership interests that we refer to as “Incentive Units.”

•

“Reorganization Transactions” refer to certain transactions that occurred prior to the completion of the IPO which were accounted for as a reorganization of entities under common ~~control.~~control, as further described in "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

•

“Sponsor Acquisition” refers to the acquisition on January 29, 2020 by our Sponsor of a majority stake in Worldwide Vision Limited and certain transactions related thereto.

•

“Total Average Revenue per Paying User” is a metric calculated based on Total Revenue in any measurement period, excluding any revenue generated from Fruitz, advertising and partnerships or affiliates, divided by the Total Paying Users in such period divided by the number of months in the period.

•

“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.

•

“Total Revenue” is the sum of Bumble App Revenue and Badoo App and Other Revenue.

•

“user” is a user ID, a unique identifier assigned during registration.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Operations	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3735
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5351
Item 4.	Controls and Procedures	5352
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	5453
Item 1A.	Risk Factors	5453
Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities	5453
Item 5.	Other Information	53
Item 6.	Exhibits	5554
	Signatures	5655

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Bumble Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

(Unaudited)


	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
ASSETS
Cash and cash equivalents	$	334,645		$	369,175		$	381,019		$	402,559
Accounts receivable		54,729			47,538
Accounts receivable, net								98,520			66,930
Other current assets		28,319			52,751			47,406			31,882
Total current assets		417,693			469,464			526,945			501,371
Right-of-use assets		20,469			26,410			16,741			17,419
Property and equipment, net		13,501			14,627			15,654			14,467
Goodwill		1,579,050			1,540,112			1,585,281			1,579,770
Intangible assets, net		1,691,881			1,696,798			1,508,036			1,524,428
Deferred tax assets, net		22,365			19,090			31,507			24,050
Other noncurrent assets		22,860			9,319			8,133			31,116
Total assets	$	3,767,819		$	3,775,820		$	3,692,297		$	3,692,621
LIABILITIES AND BUMBLE INC. SHAREHOLDERS’ / BUZZ HOLDINGS L.P. OWNERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	10,125		$	19,169		$	8,372		$	3,367
Deferred revenue		44,470			39,924			48,110			46,108
Accrued expenses and other current liabilities		154,676			111,482			124,309			156,443
Current portion of long-term debt, net		2,588			2,588			5,750			5,750
Total current liabilities		211,859			173,163			186,541			211,668
Long-term debt, net		619,057			620,351			617,189			619,223
Deferred tax liabilities, net		10,127			0			10,718			8,077
Payable to related parties pursuant to a tax receivable agreement		388,980			388,780			416,754			385,486
Other liabilities		21,282			119,246
Other long-term liabilities								14,763			14,588
Total liabilities		1,251,305			1,301,540			1,245,965			1,239,042
Commitments and contingencies (Note 17)
Bumble Inc. Shareholders’ / Buzz Holdings L.P. Owners’ Equity:
Class A common stock (par value $0.01 per share, 6,000,000,000 shares authorized; 129,559,112 and 129,212,949 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		1,296			1,292
Class B common stock (par value $0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		0			0
Preferred stock (par value $0.01; authorized 600,000,000 shares; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		0			0
Commitments and contingencies (Note 14)
Shareholders’ Equity:
Class A common stock (par value $0.01 per share, 6,000,000,000 shares authorized; 137,771,696 shares issued and 136,451,324 shares outstanding as of June 30, 2023; 129,774,299 shares issued and outstanding as of December 31, 2022, respectively)								1,378			1,298
Class B common stock (par value $0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)								—			—
Preferred stock (par value $0.01; authorized 600,000,000 shares; no shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively)								—			—
Additional paid-in capital		1,621,917			1,586,781			1,735,792			1,691,911
Treasury stock (1,320,372 and no shares as of June 30, 2023 and December 31, 2022, respectively)								(15,743	)		—
Accumulated deficit		(40,853	)		(52,856	)		(134,729	)		(139,871	)
Accumulated other comprehensive income		73,667			80,629			78,606			74,477
Total Bumble Inc. shareholders’ / Buzz Holdings L.P. owners’ equity		1,656,027			1,615,846
Total Bumble Inc. shareholders’ equity								1,665,304			1,627,815
Noncontrolling interests		860,487			858,434			781,028			825,764
Total shareholders’ / owners’ equity		2,516,514			2,474,280
Total liabilities and shareholders’ / owners’ equity	$	3,767,819		$	3,775,820
Total shareholders’ equity								2,446,332			2,453,579
Total liabilities and shareholders’ equity							$	3,692,297		$	3,692,621

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share ~~/ unit~~ information)

(Unaudited)



	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Revenue	$	220,454		$	186,217		$	431,653		$	356,930		$	259,735		$	219,206		$	502,683		$	429,236
Operating costs and expenses:
Cost of revenue		62,757			50,797			119,538			98,544			76,737			61,509			147,317			117,121
Selling and marketing expense		59,483			49,711			116,312			96,549			65,329			59,483			128,919			116,312
General and administrative expense		51,375			43,381			77,821			169,905			43,298			48,943			93,129			72,796
Product development expense		22,456			24,921			47,651			59,966			36,233			24,888			69,385			52,676
Depreciation and amortization expense		27,151			26,905			54,080			53,860			16,967			27,151			33,698			54,080
Total operating costs and expenses		223,222			195,715			415,402			478,824			238,564			221,974			472,448			412,985
Operating earnings (loss)		(2,768	)		(9,498	)		16,251			(121,894	)		21,171			(2,768	)		30,235			16,251
Interest income (expense)		(6,281	)		(5,921	)		(12,164	)		(13,650	)		(6,110	)		(5,989	)		(11,329	)		(11,580	)
Other income (expense), net		4,954			4,731			18,184			11,722			(2,969	)		4,954			(6,530	)		18,184
Income (loss) before income taxes		(4,095	)		(10,688	)		22,271			(123,822	)		12,092			(3,803	)		12,376			22,855
Income tax benefit (provision)		(2,328	)		(459	)		(4,756	)		436,117			(2,743	)		(1,228	)		(5,356	)		(4,138	)
Net earnings (loss)		(6,423	)		(11,147	)		17,515			312,295			9,349			(5,031	)		7,020			18,717
Net earnings (loss) attributable to noncontrolling interests		(2,031	)		(4,064	)		5,512			(22,412	)		2,596			(1,591	)		1,878			5,956
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	(4,392	)	$	(7,083	)	$	12,003		$	334,707
Net earnings (loss) per share / unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit	$	(0.03	)	$	(0.06	)	$	0.09		$	1.67
Diluted earnings (loss) per share / unit	$	(0.03	)	$	(0.06	)	$	0.09		$	1.62
Net earnings (loss) attributable to Bumble Inc. shareholders													$	6,753		$	(3,440	)	$	5,142		$	12,761
Net earnings (loss) per share attributable to Bumble Inc. shareholders
Basic earnings (loss) per share													$	0.05		$	(0.03	)	$	0.04		$	0.10
Diluted earnings (loss) per share													$	0.05		$	(0.03	)	$	0.04		$	0.10

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Comprehensive Operations

(In thousands)

(Unaudited)



	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Three Months Ended June 30, 2023		Three Months Ended June 30, 2022			Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Net earnings (loss)	$	(6,423	)	$	(11,147	)	$	17,515		$	312,295		$	9,349	$	(5,031	)	$	7,020	$	18,717
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment		(8,973	)		(5,467	)		(10,178	)		(9,034	)		2,905		(8,973	)		5,725		(10,178	)
Total other comprehensive income (loss), net of tax		(8,973	)		(5,467	)		(10,178	)		(9,034	)		2,905		(8,973	)		5,725		(10,178	)
Comprehensive income (loss)		(15,396	)		(16,614	)		7,337			303,261			12,254		(14,004	)		12,745		8,539
Comprehensive income (loss) attributable to noncontrolling interests		(4,866	)		(6,057	)		2,296			(25,792	)		3,406		(4,655	)		3,474		2,377
Comprehensive income (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	(10,530	)	$	(10,557	)	$	5,041		$	329,053
Comprehensive income (loss) attributable to Bumble Inc. shareholders													$	8,848	$	(9,349	)	$	9,271	$	6,162

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended June 30, 2023

(In thousands, except per share amounts)

(Unaudited)


	Class A Common Stock				Class B Common Stock				Additional Paid-in			Treasury Stock					Accumulated			Accumulated Other Comprehensive		Total Bumble Inc. Shareholders'			Noncontrolling			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Shares		Amount			Deficit			Income (Deficit)		Equity			Interests			Equity
Balance as of March 31, 2023		137,571,188	$	1,376		20	$	—	$	1,787,802			—	$	—		$	(141,482	)	$	76,511	$	1,724,207		$	712,489		$	2,436,696
Net earnings (loss)		—		—		—		—		—			—		—			6,753			—		6,753			2,596			9,349
Stock-based compensation expense		—		—		—		—		(50,767	)		—		—			—			—		(50,767	)		85,003			34,236
Restricted stock units issued, net of shares withheld for taxes		179,976		2		—		—		(1,254	)		—		—			—			—		(1,252	)		(880	)		(2,132	)
Exchange of Common Units for Class A common stock		20,532		—		—		—		11			—		—			—			—		11			(11	)		—
Distribution to noncontrolling interest holders		—		—		—		—		—			—		—			—			—		—			(13,832	)		(13,832	)
Share repurchases		—		—		—		—		—			1,320,372		(15,743	)		—			—		(15,743	)		(5,147	)		(20,890	)
Other comprehensive loss, net of tax		—		—		—		—		—			—		—			—			2,095		2,095			810			2,905
Balance as of June 30, 2023		137,771,696	$	1,378		20	$	—	$	1,735,792			1,320,372	$	(15,743	)	$	(134,729	)	$	78,606	$	1,665,304		$	781,028		$	2,446,332

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended June 30, 2022

(In thousands, except per share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'			Class A Common Stock					Class B Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Shareholders'			Noncontrolling			Total Shareholders’
	Shares			Amount		Shares		Amount		Capital			Deficit			Income (Deficit)			Equity			Interests			Equity			Shares			Amount		Shares		Amount		Capital			Deficit			Income (Deficit)			Equity			Interests			Equity
Balance as of March 31, 2022		129,519,804		$	1,296		20	$	—	$	1,598,567		$	(36,461	)	$	79,805		$	1,643,207		$	865,938		$	2,509,145			129,519,804		$	1,296		20	$	—	$	1,600,212		$	(43,924	)	$	77,913		$	1,635,497		$	868,947		$	2,504,444
Net earnings (loss)		—			—		—		—		—			(4,392	)		—			(4,392	)		(2,031	)		(6,423	)		—			—		—		—		—			(3,440	)		—			(3,440	)		(1,591	)		(5,031	)
Stock-based compensation expense		—			—		—		—		23,251			—			—			23,251			—			23,251			—			—		—		—		23,251			—			—			23,251			—			23,251
Cancellation of restricted shares		(5,758	)		—		—		—		(86	)		—			—			(86	)		86			—			(5,758	)		—		—		—		(86	)		—			—			(86	)		86			—
Restricted stock units issued, net of shares withheld for taxes		45,066			—		—		—		185			—			—			185			(671	)		(486	)		45,066			—		—		—		185			—			—			185			(671	)		(486	)
Other comprehensive loss, net of tax		—			—		—		—		—			—			(6,138	)		(6,138	)		(2,835	)		(8,973	)		—			—		—		—		—			—			(5,909	)		(5,909	)		(3,064	)		(8,973	)
Balance as of June 30, 2022		129,559,112		$	1,296		20	$	—	$	1,621,917		$	(40,853	)	$	73,667		$	1,656,027		$	860,487		$	2,516,514			129,559,112		$	1,296		20	$	—	$	1,623,562		$	(47,364	)	$	72,004		$	1,649,498		$	863,707		$	2,513,205

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

~~Three~~Six months ended June 30, ~~2021~~2023

(In thousands, except per share amounts)

(Unaudited)

Class A
Common Stock

Class B
Common Stock

Additional
Paid-in

Treasury
Stock

Accumulated

Accumulated
Other
Comprehensive

Total Bumble Inc. Owners'/
Shareholders'

Noncontrolling

Total
Owners’ /
Shareholders’

Shares

Amount

Shares

Amount

Capital

Shares

Amount

Deficit

Income (Deficit)

Equity

Interests

Equity

Balance as of March 31, 2021

140,142,374

$
1,401

20

$
—

$
2,355,125

24,798,848

(1,018,365
)
$
(28,845
)
$
82,928

$
1,392,244

$
1,081,962

$
2,474,206

Net loss

—

—

—

—

—

—

—

(7,083
)

—

(7,083
)

(4,064
)

(11,147
)
Stock-based compensation expense

—

—

—

—

29,916

—

—

—

—

29,916

—

29,916

Retirement of treasury stock and restored to authorized but unissued

(24,798,848
)

(248
)

—

—

(1,018,117
)

(24,798,848
)

1,018,365

—

—

—

—

—

Exchange of Common Units for Class A common stock

4,455,510

45

—

—

68,403

—

—

—

—

68,448

(68,448
)

—

Other comprehensive loss, net of tax

—

—

—

—

—

—

—

(3,474
)

(3,474
)

(1,993
)

(5,467
)
Balance as of June 30, 2021

119,799,036

$
1,198

20

$
—

$
1,435,327

—

—

$
(35,928
)
$
79,454

$
1,480,051

$
1,007,457

$
2,487,508


	Class A Common Stock					Class B Common Stock				Additional Paid-in			Treasury Stock					Accumulated			Accumulated Other Comprehensive		Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Shares			Amount		Shares		Amount		Capital			Shares		Amount			Deficit			Income		Equity			Interests			Equity
Balance as of December 31, 2022		129,774,299		$	1,298		20	$	—	$	1,691,911			—	$	—		$	(139,871	)	$	74,477	$	1,627,815		$	825,764		$	2,453,579
Net earnings (loss)		—			—		—		—		—			—		—			5,142			—		5,142			1,878			7,020
Stock-based compensation expense		—			—		—		—		(21,510	)		—		—			—			—		(21,510	)		85,003			63,493
Impact of Tax Receivable Agreement due to exchanges of Common Units		—			—		—		—		(31,389	)		—		—			—			—		(31,389	)		—			(31,389	)
Cancellation of restricted shares		(1,829	)		—		—		—		(27	)		—		—			—			—		(27	)		27			—
Restricted stock units issued, net of shares withheld for taxes		753,456			8		—		—		(8,382	)		—		—			—			—		(8,374	)		(3,591	)		(11,965	)
Exchange of Common Units for Class A common stock		7,245,770			72		—		—		105,189			—		—			—			—		105,261			(105,261	)		—
Distribution to noncontrolling interest holders		—			—		—		—		—			—		—			—			—		—			(19,241	)		(19,241	)
Share repurchases		—			—		—		—		—			1,320,372		(15,743	)		—			—		(15,743	)		(5,147	)		(20,890	)
Other comprehensive loss, net of tax		—			—		—		—		—			—		—			—			4,129		4,129			1,596			5,725
Balance as of June 30, 2023		137,771,696		$	1,378		20	$	—	$	1,735,792			1,320,372	$	(15,743	)	$	(134,729	)	$	78,606	$	1,665,304		$	781,028		$	2,446,332

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Six months ended June 30, 2022

(In thousands, except per share amounts)

(Unaudited)

Class A
Common Stock

Class B
Common Stock

Additional
Paid-in

Accumulated

Accumulated
Other
Comprehensive

Total Bumble Inc. Owners'/
Shareholders'

Noncontrolling

Total
Shareholders’
/ Owners'

Shares

Amount

Shares

Amount

Capital

Deficit

Income

Equity

Interests

Equity

Balance as of December 31, 2021

129,212,949

$
1,292

20

$
—

$
1,586,781

$
(52,856
)
$
80,629

$
1,615,846

$
858,434

$
2,474,280

Net earnings (loss)

—

—

—

—

—

12,003

—

12,003

5,512

17,515

Stock-based compensation expense

—

—

—

—

41,291

—

—

41,291

—

41,291

Impact of Tax Receivable Agreement due to exchanges of Common Units

—

—

—

—

(200
)

—

—

(200
)

—

(200
)
Cancellation of restricted shares

(25,659
)

—

—

—

(64
)

—

—

(64
)

64

—

Exercise of stock options

—

—

—

—

—

—

—

—

—

—

Restricted stock units issued, net of shares withheld for taxes

309,978

3

—

—

(5,821
)

—

—

(5,818
)

(376
)

(6,194
)
Exchange of Common Units for Class A common stock

61,844

1

—

—

(70
)

—

—

(69
)

69

—

Other comprehensive loss, net of tax

—

—

—

—

—

—

(6,962
)

(6,962
)

(3,216
)

(10,178
)
Balance as of June 30, 2022

129,559,112

$
1,296

20

$
—

$
1,621,917

$
(40,853
)
$
73,667

$
1,656,027

$
860,487

$
2,516,514

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Bumble Inc.~~

~~Condensed Consolidated Statements of Changes in Equity~~

~~Six months ended June 30, 2021~~


	Class A Common Stock					Class B Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Shares			Amount		Shares		Amount		Capital			Deficit			Income			Equity			Interests			Equity
Balance as of December 31, 2021		129,212,949		$	1,292		20	$	—	$	1,588,426		$	(60,125	)	$	78,603		$	1,608,196		$	861,573		$	2,469,769
Net earnings (loss)		—			—		—		—		—			12,761			—			12,761			5,956			18,717
Stock-based compensation expense		—			—		—		—		41,291			—			—			41,291			—			41,291
Impact of Tax Receivable Agreement due to exchanges of Common Units		—			—		—		—		(200	)		—			—			(200	)		—			(200	)
Cancellation of restricted shares		(25,659	)		—		—		—		(64	)		—			—			(64	)		64			—
Restricted stock units issued, net of shares withheld for taxes		309,978			3		—		—		(5,821	)		—			—			(5,818	)		(376	)		(6,194	)
Exchange of Common Units for Class A common stock		61,844			1		—		—		(70	)		—			—			(69	)		69			—
Other comprehensive loss, net of tax		—			—		—		—		—			—			(6,599	)		(6,599	)		(3,579	)		(10,178	)
Balance as of June 30, 2022		129,559,112		$	1,296		20	$	—	$	1,623,562		$	(47,364	)	$	72,004		$	1,649,498		$	863,707		$	2,513,205

~~(In thousands, except per share amounts)~~

~~(Unaudited)~~

Limited
Partners'

Class A
Common Stock

Class B
Common Stock

Additional
Paid-in

Treasury
Stock

Accumulated

Accumulated
Other
Comprehensive

Total Bumble Inc. Owners'/
Shareholders'

Noncontrolling

Total
Shareholders’
/ Owners'

Equity

Shares

Amount

Shares

Amount

Capital

Shares

Amount

Deficit

Income

Equity

Interests

Equity

Balance as of December 31, 2020
$
1,903,121

0

$
0

100

$
0

$
0

0

$
0

$
0

$
180,852

$
2,083,973

$
808

$
2,084,781

Acquisition of noncontrolling interests

808

—

—

—

—

—

—

—

—

—

808

(808
)

—

Net earnings prior to Reorganization Transactions

370,635

—

—

—

—

—

—

—

—

—

370,635

—

370,635

Stock-based compensation expense

11,587

—

—

—

—

—

—

—

—

—

11,587

—

11,587

Effect of the Reorganization Transactions (as adjusted)

(2,286,151
)

82,642,374

826

—

—

1,075,019

—

—

—

(95,744
)

(1,306,050
)

1,306,050

—

Retirement of Class B common stock

—

—

—

(80
)

—

—

—

—

—

—

—

—

—

Issuance of Class A common stock sold in the initial public offering, net of offering costs

—

57,500,000

575

—

—

2,236,787

—

—

—

—

2,237,362

121,009

2,358,371

Purchase of Class A Common Stock in the initial public offering

—

—

—

—

—

—

24,798,848

(1,018,365
)

—

—

(1,018,365
)

—

(1,018,365
)
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering

—

—

—

—

—

(609,489
)

—

—

—

—

(609,489
)

(363,800
)

(973,289
)
Vested Incentive Units

—

—

—

—

—

(8,067
)

—

—

—

—

(8,067
)

8,067

—

Issuance of Founder loan common units

—

—

—

—

—

(30,371
)

—

—

—

—

(30,371
)

30,371

—

Equity plan modification from liability to equity settled due to Reorganization

—

—

—

—

—

22,107

—

—

—

—

22,107

—

22,107

Tax Receivable Agreement from Reorganization Transactions

—

—

—

—

—

(356,755
)

—

—

—

—

(356,755
)

—

(356,755
)
Stock-based compensation expense

—

—

—

—

—

55,810

—

—

—

—

55,810

—

55,810

Retirement of treasury stock and restored to authorized but unissued

—

(24,798,848
)

(248
)

—

—

(1,018,117
)

(24,798,848
)

1,018,365

—

—

—

—

—

Exchange of Common Units for Class A common stock

—

4,455,510

45

—

—

68,403

—

—

—

—

68,448

(68,448
)

—

Net loss subsequent to Reorganization Transactions

—

—

—

—

—

—

—

—

(35,928
)

—

(35,928
)

(22,412
)

(58,340
)
Other comprehensive loss, net of tax

—

—

—

—

—

—

—

—

—

(5,654
)

(5,654
)

(3,380
)

(9,034
)
Balance as of June 30, 2021
$
—

119,799,036

$
1,198

20

$
—

$
1,435,327

—

$
—

$
(35,928
)
$
79,454

$
1,480,051

$
1,007,457

$
2,487,508

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bumble Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Cash flows from operating activities:
Net earnings (loss)	$	17,515		$	312,295		$	7,020		$	18,717
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		54,080			53,860			33,698			54,080
Impairment loss		4,388			0			—			4,388
Changes in fair value of interest rate swaps		(13,630	)		(2,743	)		5,233			(13,630	)
Changes in fair value of contingent earn-out liability		(19,395	)		72,438			(12,933	)		(19,395	)
Non-cash lease expense		2,373			2,857			1,747			2,373
Deferred income tax		(3,275	)		(441,841	)		(5,516	)		(3,893	)
Stock-based compensation expense		40,004			75,739			62,132			40,004
Net foreign exchange difference		(5,535	)		(7,421	)		(327	)		(13,162	)
Research and development tax credit								(593	)		(625	)
Other, net		689			3,875			23,293			8,655
Changes in assets and liabilities:
Accounts receivable		(3,743	)		(25,738	)		(30,981	)		(3,743	)
Other current assets		21,076			(5,439	)		(2,256	)		21,076
Accounts payable		(9,157	)		(8,616	)		5,234			(9,157	)
Deferred revenue		3,897			6,060			1,954			3,897
Legal liabilities		(7,120	)		(37,627	)		(18,250	)		(7,418	)
Lease liabilities								(1,982	)		(2,342	)
Accrued expenses and other current liabilities		(37,407	)		(29,092	)		(11,329	)		(35,065	)
Other, net		7			(46	)		(44	)		7
Net cash provided by (used in) operating activities		44,767			(31,439	)		56,100			44,767
Cash flows from investing activities:
Capital expenditures		(8,049	)		(5,552	)		(9,210	)		(8,049	)
Acquisition of business, net of cash acquired		(69,720	)		0			(9,877	)		(69,720	)
Other, net		0			3
Net cash provided by (used in) investing activities		(77,769	)		(5,549	)		(19,087	)		(77,769	)
Cash flows from financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs		0			2,358,371
Payments to purchase and retire common stock		0			(1,018,365	)
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering		0			(973,289	)
Repayment of term loan								(2,875	)		(2,875	)
Distributions paid to noncontrolling interest holders								(19,241	)		—
Share repurchases								(20,890	)		—
Withholding tax paid on behalf of employees on stock-based awards		(6,194	)		0			(11,694	)		(6,194	)
Repayment of term loan		(2,875	)		(206,096	)
Net cash provided by (used in) financing activities		(9,069	)		160,621			(54,700	)		(9,069	)
Effects of exchange rate changes on cash and cash equivalents		7,541			102			(4,536	)		7,541
Net increase (decrease) in cash and cash equivalents		(34,530	)		123,735
Cash and cash equivalents, beginning of the period		369,175			128,286
Net increase (decrease) in cash and cash equivalents and restricted cash								(22,223	)		(34,530	)
Cash and cash equivalents and restricted cash, beginning of the period								407,042			369,175
Cash and cash equivalents and restricted cash, end of the period								384,819			334,645
Less restricted cash								(3,800	)		—
Cash and cash equivalents, end of the period	$	334,645		$	252,021		$	381,019		$	334,645

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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~~applications through subscription and in-app purchases of ~~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 ~~188,292,439~~187,972,796 shares of Class A common stock outstanding (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests) as of June 30, ~~2022.~~2023.

All references to the “Company”, “we”, “our” or “us” in this report are to Bumble Inc.

Secondary ~~Offering~~Offerings

On September 15, 2021, the Company completed a secondary offering of ~~20.7~~20.70 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone (the ~~"Selling~~"Blackstone 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~~ended September 30, 2021.

On March 8, 2023, the Company completed a secondary offering of 13.75 million shares of Class A common stock on behalf of the Blackstone Selling Stockholders and the Founder at a price of $22.80 per share. This transaction resulted in the issuance of 7.2 million shares of Class A common stock for the period ended March 31, 2023.

Bumble did not sell any shares of Class A common stock in the ~~offering~~secondary offerings and did not receive any of the proceeds from the ~~sale.~~sales. Bumble paid the costs associated with the sale of shares by the Blackstone Selling Stockholders and the Founder, net of the underwriting discounts.

Basis of Presentation and Consolidation

The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. 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 the Company's ~~2021~~2022 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~~2022 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~~an attribution method.

~~Statement~~Statements of Changes in Equity Reclassification

~~As disclosed within our 2021 Annual Report on Form 10-K, beginning in~~In the ~~fourth~~second quarter of ~~2021,~~2023, the Company adjusted balances within its Consolidated ~~Statement~~Statements of Changes in Equity to ~~reclassify~~correct the allocation of stock-based compensation of $~~95.7~~75.5 million from ~~accumulated other comprehensive income~~additional paid-in capital to noncontrolling interests. This amount relates to adjustments to additional paid-in capital and noncontrolling interests that had been incorrectly presented in ~~order to correctly present~~ the ~~effects~~consolidated financial statements included within our previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 through March 31, 2023 and Annual Reports on Form 10-K for years ended December 31, 2022 and 2021. This classification adjustment is recorded in "Stock-based compensation expense" within our Condensed Consolidated Statements of Changes in Equity for the ~~Reorganization Transactions~~three and ~~IPO.~~six month periods ended June 30, 2023.

~~This change has been~~The Company concluded the misclassification to be immaterial to the ~~interim condensed~~ consolidated financial statements ~~presented herein given~~and noted that it has no impact on ~~the~~previously reported ~~condensed~~ consolidated statements of operations, comprehensive operations, and ~~changes in~~ cash flows.

Statements of Operations Reclassification

~~The fiscal year end of~~Beginning on January 1, 2023, the Company ~~is December 31.~~reclassified certain employee and non-employee related expenses that support engineering, data design and product management, as well as maintenance and support costs for technology infrastructure, from "General and administrative expense" to "Product development expense" in the Condensed Consolidated Statements of Operations to align with operational functions. The Company has reclassified $2.4 million and $5.0 million of expenses for the three and six months ended June 30, 2022, respectively, to conform to the current year presentation.

~~All references~~Certain prior year amounts have been reclassified to conform to the ~~“Company”, “we”, “our” or “us” in this report are to Bumble Inc.~~current year presentation.

Note 2 - Summary of Selected Significant Accounting Policies

Included below are selected significant accounting policies including those that were added or modified during the six months ended June 30, ~~2022~~2023 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~~2022 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,~~asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, ~~and~~ the fair value of derivatives, stock-based compensation, tax receivable agreements, and ~~stock-based compensation.~~income taxes.

These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

~~Impairment of Long-lived Assets~~Cash, Cash Equivalents and Restricted Cash

~~Long-lived assets, which consist of property~~Cash and ~~equipment~~cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and right-of-use assets, are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. The remaining estimated useful lives of property and equipment and right-of-use assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.investment in money market funds.

~~During the three months ended~~As of June 30, 2023 and December 31, 2022, the Company ~~determined that a right-of-use asset associated with its decision to discontinue its operations~~has classified the cash held in Russia ~~was fully impaired and recognized an impairment charge of $4.4~~ ~~million~~as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which is included in ~~“General and administrative expense”~~“Other noncurrent assets” within the accompanying condensed consolidated ~~statement~~balance sheets.

Share Repurchase Program

Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock and reflected as a reduction of ~~operations. See Note 8,~~ stockholders' equity within the accompanying condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to additional paid-in capital. Once the Company has retained earnings, the excess will be charged entirely to retained earnings.

Excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.

In May 2023, the Board of Directors approved a share repurchase program of up to $~~Restructuring,~~150.0 million of our outstanding Class A common stock. During the three and six months ended June 30, 2023, we repurchased 1.3 million shares for ~~additional information~~$20.9 million, on ~~impairment.~~a trade date basis. As of June 30, 2023, a total of $129.1 million remains available for repurchase under the repurchase program.

Revenue Recognition

The Company recognizes revenue from services in accordance with ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~FASB 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;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies performance obligations.


	~~(i)~~	~~identify the contract(s) with a customer;~~


	~~(ii)~~	~~identify the performance obligations in the contract;~~


	~~(iii)~~	~~determine the transaction price;~~


	~~(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~~determines 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 based on the terms of the underlying agreement and are recognized as revenue ~~after six months.~~when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

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 and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, there were no customers representing greater than 10% of total revenue.

For the periods presented, revenue across apps was as follows (in thousands):

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Bumble App

$
169,608

$
127,319

$
325,028

$
239,955

Badoo App and Other

50,846

58,898

106,625

116,975

Total Revenue

$
220,454

$
186,217

$
431,653

$
356,930


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Bumble App	$	207,977	$	168,474	$	402,254	$	322,841
Badoo App and Other		51,758		50,732		100,429		106,395
Total Revenue	$	259,735	$	219,206	$	502,683	$	429,236

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 $~~44.5~~48.1 million and $~~39.9~~46.1 million as of June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022, respectively, all of which is classified as a current liability. During the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized revenue of $~~6.8~~11.6 million and $~~6.0~~6.8 million, ~~that~~respectively, which was included in the deferred revenue balance at the beginning of each respective period. During the six months ended

June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized revenue of $~~36.6~~46.2 million and $~~27.9~~36.6 million, respectively, that was included in the deferred revenue balance at the beginning of each respective 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.~~

~~Restructuring Charges~~

Restructuring charges, associated with office closure or exiting a market, consist primarily of severance, relocation, right-of-use asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. See Note 8, ~~Restructuring, for additional information.~~

~~Restructuring charges are recognized as an operating expense within the condensed consolidated statements of operations and are classified based on each employee’s respective function.~~

~~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.~~

Note 97 - Other Financial Data

Consolidated Balance Sheets Information

Other current assets are comprised of the following balances (in thousands):


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Capitalized aggregator fees	$	9,706	$	8,183	$	11,930	$	10,917
Prepayments		14,627		10,989		13,103		9,201
Income tax receivable		305		30,563		670		4,491
Derivative asset						16,861		—
Other receivables		3,681		3,016		4,842		7,273
Total other current assets	$	28,319	$	52,751	$	47,406	$	31,882

Accrued expenses and other current liabilities are comprised of the following balances (in thousands):


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Legal liabilities	$	1,474	$	8,767	$	7,768	$	20,501
Accrued expenses		45,524		39,849
Payroll and related expenses						14,863		20,814
Marketing expenses						26,743		19,874
Other accrued expenses						18,183		14,536
Lease liabilities		4,596		3,898		2,063		3,135
Income tax payable		10,060		42,317		4,818		3,092
Contingent earn-out liability		79,485		0		39,394		52,327
Payable to related parties pursuant to a tax receivable agreement						2		8,826
Other payables		13,537		16,651		10,475		13,338
Total accrued expenses and other current liabilities	$	154,676	$	111,482	$	124,309	$	156,443

Other non-current liabilities are comprised of the following balances (in thousands):


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Lease liabilities	$	19,809	$	21,711	$	13,886	$	13,750
Contingent earn-out liability		628		96,600
Other liabilities		845		935		877		838
Total other liabilities	$	21,282	$	119,246	$	14,763	$	14,588

(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 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~~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. In July 2022, the Exit-Vesting RSUs were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award (as noted above in the section headed “Post-IPO Award Reclassification”).

As of June 30, ~~2022,~~2023, total unrecognized compensation cost related to the Time-Vesting Incentive Units is $~~14.9~~6.1 million, which is expected to be recognized over a weighted-average period of ~~2.9~~1.8 years. Total unrecognized compensation cost related to the Exit-Vesting Incentive Units is $~~14.5~~12.7 million, which is expected to be recognized over a weighted average period of ~~2.5~~2.0 years.

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. In July 2022, the Exit-Vesting restricted stock were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award (as noted above in the section headed “Post-IPO Award Reclassification”).

As of June 30, ~~2022,~~2023, total unrecognized compensation cost related to the Time-Vesting restricted shares is $~~0.2~~0.1 million, which is expected to be recognized over a weighted-average period of ~~2.6~~1.6 years. Total unrecognized compensation cost related to the Exit-Vesting restricted shares is $~~0.2~~0.3 million, which is expected to be recognized over a weighted average period of ~~2.6~~2.1 years.

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~~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~~four-year period. Time-Vesting RSUs that have been granted since the Company’s IPO will 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 or quarterly 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 previouslyExit-Vesting Phantom Class B Units. In July 2022, the Exit-Vesting RSUs were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award (as noted above in the section headed “Post-IPO Award Reclassification”).

As of June 30, ~~2022,~~2023, total unrecognized compensation cost related to the Time-Vesting RSUs is $~~88.1~~110.4 million, which is expected to be recognized over a weighted-average period of ~~3.3~~3.1 years. Total unrecognized compensation cost related to the Exit-Vesting RSUs is $~~16.2~~6.2 million, which is expected to be recognized over a weighted average period of ~~2.6~~2.1 years.

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 fouror a ~~five year~~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~~the public offering represented a qualifying liquidity event that would cause the Exit-Vesting options’ performance conditions to be probable of occurring. In July 2022, the Exit-Vesting options were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award (as noted above in the section headed “Post-IPO Award Reclassification”).

Total unrecognized compensation cost related to the Time-Vesting options is $~~30.6~~29.3 million, which is expected to be recognized over a weighted-average period of ~~3.2~~2.9 years. Total unrecognized compensation cost related to the Exit-Vesting options is $~~1.5~~0.4 million, which is expected to be recognized over a weighted-average period of ~~1.5~~2.1 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 June 30, ~~2022.~~2023.

~~In connection with~~The weighted average exercise price exceeded 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 (ii) 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~~market 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). ~~NaN~~ ~~purchases have been made under the ESPP~~ as of June 30, ~~2022.~~2023, and as such, resulted in the aggregate intrinsic value to be negative for all of the Company’s stock options (referred to as “out-of-the money”).

Note 1512 - Related Party Transactions

In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below.



Related Party relationship	Type of Transaction	Financial Statement Line	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Type of Transaction	Financial Statement Line	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Other	Marketing costs	Selling and marketing expense	$	1,034	$	1,265	$	1,526	$	1,451	Marketing costs	Selling and marketing expense	$	1,378	$	1,034	$	2,610	$	1,526
Other	Moderator costs	Cost of revenue		436		0		597		0	Moderator costs	Cost of revenue		1,337		436		2,460		597
Company owned by a Director	Loans repaid by Whitney Wolfe Herd	Limited Partners’ interest		0		95,465		0		95,465
Other											Advertising revenue	Revenue		158		—		334		—

Related Party relationship

Type of Transaction

Financial Statement Line

June 30, 2022

December 31, 2021

Parent Company of the
Predecessor

Loan granted - current

Payable to related parties pursuant to a tax receivable agreement

$
388,980

$
388,780

~~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.



Related Party relationship	Type of Transaction	Financial Statement Line	June 30, 2023		December 31, 2022
Pre-IPO owners	Tax receivable agreement	Accrued expenses and other current liabilities	$	2	$	8,826
Pre-IPO owners	Tax receivable agreement	Payable to related parties pursuant to a tax receivable agreement		416,754		385,486

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)4, Payable to Related Parties Pursuant to a Tax Receivable Agreement).

Other

The Company ~~uses~~recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc. ("Liftoff"), a company in which ~~Blackstone affiliated~~Blackstone-affiliated funds hold a controlling ~~interest, for marketing purposes.~~interest. The Company uses TaskUs Inc. ("TaskUs"), a company in which ~~Blackstone affiliated~~Blackstone-affiliated funds holds more than a 20% of ownership interest, for moderator services.

Note 1613 - Segment and Geographic Information

The Company operates as a single operating segment. The Company’s chief operating decision maker is the ~~CEO,~~Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.

Revenue by major geographic region is based upon the location of the customers who receive the Company’s services. The information below summarizes revenue by geographic area, based on customer location (in thousands):



	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
North America(1)	$	135,683	$	107,443	$	259,866	$	203,168	$	148,890	$	133,514	$	290,447	$	256,026
Rest of the world		84,771		78,774		171,787		153,762		110,845		85,692		212,236		173,210
Total	$	220,454	$	186,217	$	431,653	$	356,930	$	259,735	$	219,206	$	502,683	$	429,236

(1) North America revenue includes revenue from the United States and Canada.

The United States is the only country with revenues of 10% or more of the Company’s total revenue for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

The information below summarizes property and equipment, net by geographic area (in thousands):


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
United Kingdom	$	6,250	$	6,035	$	5,554	$	5,893
United States		2,948		3,183		3,709		4,462
Czech Republic		2,247		3,234		3,836		1,491
Rest of the world		2,056		2,175		2,555		2,621
Total	$	13,501	$	14,627	$	15,654	$	14,467

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 June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Note 1714 - 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~~ 0 ~~liabilities have been recorded for these obligations as of June 30, 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~~,We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business, including a ~~plaintiff filed a class action complaint against Bumble Trading Inc. alleging that~~number of trademark proceedings, both offensive and defensive, regarding the ~~Bumble app’s “women message first” feature discriminates against men~~BUMBLE, BADOO 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 byFRUITZ marks. Although the ~~court on January 28, 2022. The settlement was fully paid~~outcomes of these claims cannot be predicted with certainty, in the ~~quarter ended June 30, 2022.~~opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial position or results of operations.

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 Information 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~~one 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.

In January 2022, a purported class action complaint, UA Local 13 Pension Fund v. Bumble Inc. et al., was 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~~Board of ~~directors~~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~~that 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. In March 2023, the parties executed a settlement agreement that includes a full release of the asserted claims against the Company and other defendants in exchange for a settlement amount of $18 million. In August 2023, the court granted final approval of the settlement. The Company and its insurers have paid the full settlement amount into an escrow account in accordance with the terms of the court’s prior preliminary approval. The settlement does not reflect an admission of any allegation or wrongdoing, and the Company believes that the allegations contained in the complaint are without ~~merit and intend to defend the complaint vigorously.~~merit.

~~Two~~Six shareholder derivative complaints ~~were subsequently~~have been filed in the United States District Court for the Southern District of New York, United States District Court for the District of Delaware and Delaware Court of Chancery against the Company and certain directors and ~~officers. The Glover-Mott shareholder derivative complaint, filed in April 2022, alleges a breach of fiduciary duty against management and our board of directors~~officers based on the same allegations and events described in the class action ~~complaint.~~complaint above. The Glover-Mott shareholder derivative complaint, filed in April 2022 in federal court, alleges a breach of fiduciary duty against management and our Board of Directors. 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 ~~William B. Federman Irrevocable Trust~~Michael Schirano shareholder derivative complaint, filed in May ~~2022, alleges~~2023 in federal court, asserts claims for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, ~~aiding~~waste, and ~~abetting breach~~unjust enrichment against, among others, management, our Board of ~~duty~~Directors, and gross mismanagement based on misstatements or omissions in the Company’s April 2022 Proxy Statement concerning alleged deficiencies in the Company’s risk management and internal controls which allegedly led to disclosure deficiencies in the SPO documents.Blackstone. The complaint seeks unspecified damages; disgorgement from defendants of any unjustly obtained profits or benefits; an award of costs and disbursements, including reasonable attorneys’ fees; punitive damages; and that the Company be directed to take action to reform its corporate governance and internal procedures. Two federal court shareholder derivative complaints—the William B. Federman Irrevocable Trust complaint, filed in May 2022, and the Dana Messana complaint, filed in September 2022—were voluntarily dismissed in July 2023. In January 2023 and February 2023, purported shareholders Alberto Sanchez and City of Vero Beach Police Officers’ Retirement Trust Fund, respectively, filed shareholder derivative complaints in the Delaware Court of Chancery. In March 2023, the Delaware Court of Chancery consolidated those actions under the caption In re Bumble Inc. Stockholder Derivative Litigation. In April 2023, the consolidated action plaintiffs filed a ~~declaration~~consolidated complaint that asserts claims for breach of fiduciary duty and unjust enrichment against, among others, management, our Board of Directors, and Blackstone. The complaint seeks unspecified damages; a finding that the individual defendants breached their fiduciary ~~duties, aided~~duties; disgorgement from defendants of any unjustly obtained profits or benefits; and ~~abetted breach~~an award of ~~fiduciary duty, were unjustly enriched, grossly mismanaged~~costs and disbursement, including attorneys’ fees, accountants’ fees, and experts’ fees.

In August 2023, Bumble received a litigation demand from counsel representing the ~~Company and violated~~purported Bumble shareholder who filed the ~~federal securities laws; an order that~~voluntarily dismissed William B. Federman Irrevocable Trust derivative action in the ~~individual defendants are jointly and severally liable~~U.S. District Court for ~~all damages; an order requiring~~ the ~~individual defendants to remit their salaries and compensation~~District of Delaware. The litigation demand is directed to the ~~Company for~~Bumble Board and contains factual allegations involving the ~~period~~September 2021 SPO that are generally consistent with those in the derivative litigation filed in state and federal court. The letter demands, among other things, that Bumble’s Board undertake an independent investigation into alleged legal violations, and that Bumble commence a civil action to pursue related claims against any individuals who allegedly harmed Bumble. The Bumble Board will act in response to the letter as appropriate. Management is unable to determine a range of ~~breach; unspecified equitable and injunctive relief; and costs and disbursements, including reasonable attorneys’, consultants’ and experts’ fees.~~ potential losses that is reasonably possible of occurring.

The Company has also received an inquiry from the SEC relating to the disclosures at issue in the SPO class action complaint. The Company cannot predict at this point the length of time that these matters will be ongoing, their outcome or the liability, if any, which may arise therefrom.

Beginning in June 2023, the Company has received thousands of individual demands for arbitration regarding Bumble’s alleged violation of California’s Unruh Civil Rights Act as a result of its “women message first” feature. As of August 4, 2023, there were approximately 15,500 individual arbitration claims pending. The parties have agreed to enter into a mediation and, as a result, we have been informed by JAMS, our putative arbitration service provider, that it has placed a stay on the administration of the submitted demands pending mediation. The Company cannot predict at this time the outcome or liability that may result from any such mediated resolution. If these claims or additional claims in the future were to proceed to arbitration, we could incur significant administrative, arbitrator, and legal fees and costs associated with their defense. For example, although we dispute the applicability and propriety of these fees, JAMS generally charges $2,000 in filing fees for each individual claim, which would be accrued when invoiced or, if earlier, when the services are rendered. In addition to filing fees, we could incur ongoing administrative fees to JAMS and its arbitrators and potential damages, including attorney’s fees and costs, if there were adverse outcomes. We cannot predict at this time the incremental liability, if any, we may incur related to these administrative or arbitrator fees, or damages or attorneys’ fees and costs,

or the length of time that it may take to resolve these claims. For the three months ended June 30, 2023, we recorded approximately $5.5 million in costs in connection with the parties' agreement to enter mediation.

From time to time, the Company is subject to patent litigations asserted by non-practicing entities.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company determined that provisions of $~~1.5~~7.8 million and $~~8.8~~20.5 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. The provision as of December 31, 2022, includes amounts accrued with respect to the Company’s class action lawsuit related to the SPO, representing management’s current estimated probable loss for this matter following a court-ordered mediation between the parties to the litigation. During the ~~three and six months ended June 30, 2022,~~second quarter of 2023, the Company ~~paid~~made a payment of $~~6.8~~ ~~million and $7.5~~18.3 million to settle litigation matters. Legal expenses are included ~~within~~in “General and ~~administrative” expense~~administrative expense” in the accompanying condensed consolidated statements of operations.

~~Note 18 - Subsequent Events~~Purchase Commitments

~~On July 15,~~In May 2023, the Company amended the agreement for third-party cloud services, which superseded and replaced the September 2022 the Board, acting upon the unanimous recommendations of its compensation committee and a special committee of disinterested directors, approved a modification to outstanding Exit-Vesting awards to provide for an additional service-based vesting opportunity (the “Modified Awards”).agreement. Under the ~~original~~amended terms, of the Exit Vesting awards, such awards generally vest, subject to the award holder’s continued employment through the vesting date, upon achievement of certain performance conditions in which affiliates of Blackstone receive cash proceeds in respect of their common equity in the Company ~~and its subsidiaries that meet certain specified multiples on their investment and~~is committed to pay a ~~specified internal rate~~minimum of ~~return.~~ The Modified Awards will, in addition to continuing to be eligible to vest pursuant to the original terms, now also provide for vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award.

We account for our stock-based awards in accordance with provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”) which includes guidance for accounting for a modification of existing stock-based compensation awards. The Company currently estimates that it will incur incremental non-cash stock-based compensation expense associated with the Modified Awards of

~~approximately~~ $34-$3912.0 million over the period of ~~which approximately 70%~~18 months. If at the end of the ~~expense~~18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2023, our minimum commitment remaining is ~~expected to be recognized in the next twelve months. The expense recognition timing would change if the performance conditions as described above are met.~~

Determining the estimated incremental non-cash stock-based compensation expense, including the fair value of our Modified Awards, requires judgment. Management has considered numerous objective and subjective factors to determine the best estimate of the incremental non-cash stock-based compensation expense. Changes in any of these estimates and assumptions may have a material impact to our estimates and result in total incremental non-cash stock-based compensation expense that is materially different from this estimated range.$11.5 million.

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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~~2022 Form 10-K.

Overview

We provide online dating and social networking ~~platforms~~applications through subscription and in-app purchases of ~~dating~~ products servicing North America, Europe and various other countries around the world. Bumble operates ~~three~~four apps, Bumble, Badoo, Fruitz and ~~Fruitz.~~Official, and we are a leader in the online dating space. 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. We believe that healthy and equitable relationships begin with Kind Connections and focus on building authenticity and safety in the online space, which is marked at times by isolation and toxicity. We also believe there is a significant opportunity to extend our platform beyond online dating into healthy relationships across all areas of life: love, friendships, careers and beyond. By empowering women across all of their relationships, we believe that we have the potential to become a preeminent global women’s brand. 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 and six months ended June 30, 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,~~ In April 2023, we acquired Newel (popularly known as Official), an app that facilitates personal communication between partners.~~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.~~

Quarter ended June 30, ~~2022~~2023 Consolidated Results

For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, we generated:

•

Total ~~Revenue~~revenue of ~~$220.5~~$259.7 million and ~~$186.2~~$219.2 million, respectively;

•

Bumble App Revenue of ~~$169.6~~$208.0 million and ~~$127.3~~$168.5 million, respectively;

•

Badoo App and Other Revenue of ~~$50.8~~$51.8 million and ~~$58.9~~$50.7 million, respectively;

•

Net ~~loss~~earnings (loss) of ~~$6.4~~$9.3 million and ~~$11.1~~$(5.0) million, respectively, representing net ~~loss~~earnings (loss) margins of ~~(2.9)%~~3.6%, and ~~(6.0)~~(2.3)%, respectively; and

•

Adjusted EBITDA of ~~$54.8~~$67.3 million and ~~$51.9~~$54.8 million, respectively, representing Adjusted EBITDA margins of ~~24.8%~~25.9% and ~~27.9%~~25.0%, respectively.

Year-to-Date ended June 30, ~~2022~~2023 Consolidated Results

For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, we generated:

•

Total ~~Revenue~~revenue of ~~$431.7~~$502.7 million and ~~$356.9~~$429.2 million, respectively;

•

Bumble App Revenue of ~~$325.0~~$402.3 million and ~~$240.0~~$322.8 million, respectively;

•

Badoo App and Other Revenue of ~~$106.6~~$100.4 million and ~~$117.0~~$106.4 million, respectively;

•

Net earnings (loss) of ~~$17.5~~$7.0 million and ~~$312.3~~$18.7 million, respectively, representing net earnings (loss) margins of ~~4.1%~~1.4% and 4.4%, respectively; and ~~87.5% respectively;~~

•

Adjusted EBITDA of ~~$104.6~~$126.6 million and ~~$98.0~~$104.6 million, respectively, representing Adjusted EBITDA margins of ~~24.2%~~25.2% and ~~27.4%~~24.4%, respectively.

•

Net cash provided by ~~(used in)~~ operating activities of ~~$44.8~~$56.1 million and ~~$(31.4)~~$44.8 million, respectively, and operating cash flow conversion of ~~255.6%~~799.1% and ~~(10.1)%~~239.2%, respectively; and

•

Free cash flow of ~~$36.7~~$46.9 million and ~~$(37.0)~~$36.7 million, respectively, representing free cash flow conversion of ~~35.1%~~37.0% and ~~(37.8)%~~35.1%, respectively.

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For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, ~~free cash flow~~Free Cash Flow and ~~free cash flow conversion,~~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.”

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 Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Key Operating Metrics
Bumble App Paying Users		1,924.5		1,473.0		1,849.8		1,412.9		2,457.8		1,924.5		2,388.3		1,849.8
Badoo App and Other Paying Users		1,096.2		1,454.3		1,164.2		1,452.4		1,175.5		1,096.2		1,158.3		1,164.2
Total Paying Users		3,020.7		2,927.3		3,014.0		2,865.3		3,633.3		3,020.7		3,546.6		3,014.0
Bumble App Average Revenue per Paying User	$	29.38	$	28.81	$	29.28	$	28.31	$	28.21	$	29.18	$	28.07	$	29.08
Badoo App and Other Average Revenue per Paying User	$	13.60	$	12.85	$	13.55	$	12.80	$	12.83	$	13.56	$	12.66	$	13.52
Total Average Revenue per Paying User	$	23.65	$	20.88	$	23.21	$	20.45	$	23.23	$	23.51	$	23.04	$	23.07



(In thousands, except per share / unit data and percentages)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
(In thousands, except per share data and percentages)											Three Months Ended June 30, 2023		Three Months Ended June 30, 2022			Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Condensed Consolidated Statements of Operations Data:
Revenue	$	220,454		$	186,217		$	431,653	$	356,930	$	259,735	$	219,206		$	502,683	$	429,236
Net earnings (loss)		(6,423	)		(11,147	)		17,515		312,295		9,349		(5,031	)		7,020		18,717
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(4,392	)		(7,083	)		12,003		334,707
Net earnings (loss) per unit attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners
Basic earnings (loss) per share / unit	$	(0.03	)	$	(0.06	)	$	0.09	$	1.67
Diluted earnings (loss) per share / unit	$	(0.03	)	$	(0.06	)	$	0.09	$	1.62
Net earnings (loss) attributable to Bumble Inc. shareholders												6,753		(3,440	)		5,142		12,761
Net earnings (loss) per share attributable to Bumble Inc. shareholders
Basic earnings (loss) per share											$	0.05	$	(0.03	)	$	0.04	$	0.10
Diluted earnings (loss) per share											$	0.05	$	(0.03	)	$	0.04	$	0.10

(In thousands)							June 30, 2022		December 31, 2021							June 30, 2023		December 31, 2022
Condensed Consolidated Balance Sheets Data:
Total assets							$	3,767,819	$	3,775,820						$	3,692,297	$	3,692,621
Cash and cash equivalents								334,645		369,175							381,019		402,559
Long-term debt, net including current maturities								621,645		622,939							622,939		624,973

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. 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 in equity securities, 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.~~benefit and impairment loss. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

•

Free cash flow. 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.

Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

See “—Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.

Macroeconomic Conditions

The prevailing global economic climate, Russia-Ukraine conflict and other macroeconomic conditions, including but not limited to slower growth or economic recession, changes to fiscal and monetary policy, and exchange rate fluctuations have adversely affected and may continue to adversely impact our business as consumers face greater pressure on disposable income. The increase in interest rates by the Federal Reserve and overall market conditions have led to significant strengthening of the U.S. dollar against other global currencies in 2022, and has remained volatile during the first six months of 2023. A strong U.S. dollar has impacted and may continue to impact our revenue and earnings in the future. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.

For additional information, see “Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, and our expenses” in Part I, Item 1A. of our 2022 Form 10-K.

Impact of Russia-Ukraine Conflict

~~The ongoing conflict between Russia~~Historically, we have had business operations in Russia. Prior to the Russian invasion of Ukraine in February 2022, we leased office space in Moscow and ~~Ukraine has increased global economic~~had approximately 125 employees based out of the Moscow office, consisting primarily of engineers responsible for services including anti-spam, integrity, incident management and ~~political uncertainty.~~ product development and services related to supportive IT infrastructure.

On March 8, 2022, we announced ~~that we will discontinue~~the discontinuation of our operations in Russia and ~~remove~~the removal of all of our apps from the Apple App Store and Google Play Store in Russia and Belarus. ~~Our decision~~We closed our Moscow office and shifted our resources based in Moscow, where feasible, 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 and Six Months Ended June 30, 2022 and 2021―Revenue” section further below. For further information regarding the cost related to our discontinuation of operations in Russia see Note 8, other geographic locations.~~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 June 30, 2022, the net assets of our subsidiary in Russia comprised 0.2% of total net assets. For the three and six months ended June 30, 2022, revenues from Russia, Belarus and Ukraine combined were approximately 0.4% and 1.1%, respectively, of our total revenues. Operating costs related to our Russian operations were approximately 2.7% and 2.2% of our total operating costs for the three and six months ended June 30, 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~~2022 Form 10-K.

~~Impact of COVID-19 and Macroeconomic Conditions~~

Since early 2020, 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 have relaxed 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. Future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of subsequent 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. Given the continued uncertainty around the duration and severity of the impact on market conditions and the business environment, the impact of the COVID-19 pandemic on our business, financial condition and results of operations going forward remains uncertain for the foreseeable future.

In addition, other macroeconomic conditions, including but not limited to heightened inflation, slower growth or economic recession, changes to fiscal and monetary policy, higher interest rates and exchange rate fluctuations could adversely impact our business. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results, as well as the overall global economy. Based on current conditions, exchange rate fluctuations may continue to negatively impact our revenue and earnings in the second half of fiscal 2022.

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” and “Risk Factors—General Risk Factors—An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services” in Part I, Item 1A. of our 2021 Form 10-K.

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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,~~SEC, 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~~Bumble Holdings, ~~L.P,~~ which ~~Buzz~~Bumble 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~~Offerings

On September 15, 2021, the Company completed a secondary offering of ~~20.7~~20.70 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~~ended September 30, 2021.

On March 8, 2023, the Company completed a secondary offering of 13.75 million shares of Class A common stock on behalf of certain selling stockholders affiliated with Blackstone, and the Founder at a price of $22.80 per share. This transaction resulted in the issuance of 7.2 million Class A shares for the period ended March 31, 2023.

Bumble did not sell any shares of Class A common stock in ~~the offering~~these offerings and did not receive any of the proceeds from the ~~sale.~~sales. Bumble paid the costs associated with the ~~sale~~sales of shares by the ~~Selling Stockholders,~~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~~noncontrolling 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

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~~For additional information, see “Risk Factors—Bumble Inc. will be required to pay certain 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~~most of the ~~IPO, and assuming all vested Incentive Units were converted~~benefits relating to ~~Common Units and immediately exchanged for shares~~tax depreciation or amortization deductions that we may claim as a result 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~~Bumble Inc.’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~~Bumble Inc.’s increase in its allocable share of existing tax basis ~~acquired~~and anticipated tax basis adjustments we receive in ~~the IPO, we have given retrospective effect to certain~~connection with sales or exchanges of Common Units ~~for Class A shares that occurred~~(including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO ~~that were contemplated to have occurred pursuant to~~and our utilization of certain tax attributes of the Blocker ~~Restructuring. The~~Companies.” and “Risk Factors—In certain cases, payments under the tax receivable agreement ~~are not conditioned upon continued ownership~~may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the ~~Company by~~tax attributes subject to the ~~pre-IPO owners.~~tax receivable agreement.” in each case, in Part I, Item 1A. of our 2022 Form 10-K.

For additional information, see Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

We have determined that it is more likely than not that we will be unable to realize 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 June 30, ~~2022.~~2023. 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~~$416.8 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 six months ended June 30, 2023, our tax receivable agreement liability increased by a net $22.4 million principally due to the effects of the March 2023 secondary offering of 13.75 million shares of Class A common stock of certain selling stockholders and the Founder and partially offset by the tax receivable agreement payments of $8.9 million made during the three months ended June 30, ~~2022, our tax receivable agreement liability did not materially change.~~2023.

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:

•

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 Bumble Inc.

•

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 Bumble Inc. As the modification resulted in a change from liability-settled to equity-settled, the RSUs were fair valued at the date of the IPO.

In all cases of respective reclassifications, the Post-IPO awards retained the same terms and conditions (including applicable vesting ~~requirement)~~requirements). 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)~~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:

•

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 Restricted Stock Units with the underlying equity being shares of the Company’s Class A common stock.

•

Shares of Class A common stock issuable in exchange for an equivalent number of Common Units in Bumble Holdings to be received upon the conversion of vested Time-Vesting and Exit-Vesting Incentive Units in Bumble Holdings.

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. On July 15, 2022, the Exit-Vesting awards, with vesting based on certain performance conditions, were modified to also provide for time-based vesting in 36 equal installments and we began to recognize incremental stock-based compensation associated with the modification of these awards. Compensation cost related to the ~~reclassified~~ Exit-Vesting awards for the three months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$2.6~~$5.4 million and ~~$7.8~~$2.6 million, respectively, and ~~$3.5~~$9.0 million and ~~$19.1~~$3.5 million, respectively, for the six months ended June 30, 2023 and 2022, ~~and 2021.~~respectively.

For additional information, see Note ~~14,~~11, 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, Fruitz and ~~Fruitz~~Official apps via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on ~~usage.~~usage and estimated breakage revenue associated with unused in-app purchases.

We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.

Cost of revenue

Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, ~~outside of the United States and United Kingdom,~~ mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.

Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to customer care functions such as customer service, moderators and other auxiliary costs associated with providing services to customers such as fraud prevention are also included within cost of revenue.

Selling and marketing expense

Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.

General and administrative expense

General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, impairment ~~of right-of-use assets,~~losses, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims, restructuring charges and other administrative expenses.

Product development expense

Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.

Depreciation and amortization expense

Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.

Interest income (expense)

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~~loss on debt extinguishment, fair value changes in derivatives, sub-lease income and ~~investments.~~investments in equity securities.

Income tax benefit (provision)

Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Results of Operations

The following table sets forth our unaudited condensed consolidated statement of operations information for the periods presented:



(In thousands)	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Revenue	$	220,454		$	186,217		$	431,653		$	356,930		$	259,735		$	219,206		$	502,683		$	429,236
Operating costs and expenses:
Cost of revenue		62,757			50,797			119,538			98,544			76,737			61,509			147,317			117,121
Selling and marketing expense		59,483			49,711			116,312			96,549			65,329			59,483			128,919			116,312
General and administrative expense		51,375			43,381			77,821			169,905			43,298			48,943			93,129			72,796
Product development expense		22,456			24,921			47,651			59,966			36,233			24,888			69,385			52,676
Depreciation and amortization expense		27,151			26,905			54,080			53,860			16,967			27,151			33,698			54,080
Total operating costs and expenses		223,222			195,715			415,402			478,824			238,564			221,974			472,448			412,985
Operating earnings (loss)		(2,768	)		(9,498	)		16,251			(121,894	)		21,171			(2,768	)		30,235			16,251
Interest income (expense)		(6,281	)		(5,921	)		(12,164	)		(13,650	)		(6,110	)		(5,989	)		(11,329	)		(11,580	)
Other income (expense), net		4,954			4,731			18,184			11,722			(2,969	)		4,954			(6,530	)		18,184
Income (loss) before income taxes		(4,095	)		(10,688	)		22,271			(123,822	)		12,092			(3,803	)		12,376			22,855
Income tax benefit (provision)		(2,328	)		(459	)		(4,756	)		436,117			(2,743	)		(1,228	)		(5,356	)		(4,138	)
Net earnings (loss)		(6,423	)		(11,147	)		17,515			312,295			9,349			(5,031	)		7,020			18,717
Net earnings (loss) attributable to noncontrolling interests		(2,031	)		(4,064	)		5,512			(22,412	)		2,596			(1,591	)		1,878			5,956
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	(4,392	)	$	(7,083	)	$	12,003		$	334,707
Net earnings (loss) attributable to Bumble Inc. shareholders													$	6,753		$	(3,440	)	$	5,142		$	12,761

The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:



	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating costs and expenses:
Cost of revenue		28.5	%		27.3	%		27.7	%		27.6	%		29.5	%		28.1	%		29.3	%		27.3	%
Selling and marketing expense		27.0	%		26.7	%		26.9	%		27.0	%		25.2	%		27.1	%		25.6	%		27.1	%
General and administrative expense		23.3	%		23.3	%		18.0	%		47.6	%		16.7	%		22.3	%		18.5	%		17.0	%
Product development expense		10.2	%		13.4	%		11.0	%		16.8	%		13.9	%		11.4	%		13.8	%		12.3	%
Depreciation and amortization expense		12.3	%		14.4	%		12.5	%		15.1	%		6.5	%		12.4	%		6.7	%		12.6	%
Total operating costs and expenses		101.3	%		105.1	%		96.2	%		134.2	%		91.8	%		101.3	%		94.0	%		96.2	%
Operating earnings (loss)		(1.3	)%		(5.1	)%		3.8	%		(34.2	)%		8.2	%		(1.3	)%		6.0	%		3.8	%
Interest income (expense)		(2.8	)%		(3.2	)%		(2.8	)%		(3.8	)%		(2.4	)%		(2.7	)%		(2.3	)%		(2.7	)%
Other income (expense), net		2.2	%		2.5	%		4.2	%		3.3	%		(1.1	)%		2.3	%		(1.3	)%		4.2	%
Income (loss) before income taxes		(1.9	)%		(5.7	)%		5.2	%		(34.7	)%		4.7	%		(1.7	)%		2.5	%		5.3	%
Income tax benefit (provision)		(1.1	)%		(0.2	)%		(1.1	)%		122.2	%		(1.1	)%		(0.6	)%		(1.1	)%		(1.0	)%
Net earnings (loss)		(2.9	)%		(6.0	)%		4.1	%		87.5	%		3.6	%		(2.3	)%		1.4	%		4.4	%
Net earnings (loss) attributable to noncontrolling interests		(0.9	)%		(2.2	)%		1.3	%		(6.3	)%		1.0	%		(0.7	)%		0.4	%		1.4	%
Net earnings (loss) attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners		(2.0	)%		(3.8	)%		2.8	%		93.8	%
Net earnings (loss) attributable to Bumble Inc. shareholders														2.6	%		(1.6	)%		1.0	%		3.0	%

The following table sets forth the stock-based compensation expense, net of forfeitures, included in operating costs and expenses:



(In thousands)	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Cost of revenue	$	971	$	604	$	1,919	$	2,211	$	1,120	$	971	$	2,258	$	1,919
Selling and marketing expense		2,091		2,500		769		7,641		1,195		2,091		4,723		769
General and administrative expense		12,149		17,960		22,547		37,868		18,860		11,690		33,676		21,497
Product development expense		7,236		8,852		14,769		28,019		12,373		7,695		21,475		15,819
Total stock-based compensation expense	$	22,447	$	29,916	$	40,004	$	75,739	$	33,548	$	22,447	$	62,132	$	40,004

On July 15, 2022, the Exit-Vesting awards, with vesting based on certain performance conditions, were modified to also provide for vesting in 36 equal installments. We expect to incur incremental non-cash stock based compensation associated with the modification of these awards. See Note 18, ~~Subsequent Events, within the unaudited condensed consolidated financial statements included in this Quarterly Report, for additional information.~~

Comparison of the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

Revenue



(In thousands)	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Bumble App	$	207,977	$	168,474	$	402,254	$	322,841
Badoo App and Other		51,758		50,732		100,429		106,395
Total Revenue	$	259,735	$	219,206	$	502,683	$	429,236

(In thousands)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Bumble App

$
169,608

$
127,319

$
325,028

$
239,955

Badoo App and Other

50,846

58,898

106,625

116,975

Total Revenue

$
220,454

$
186,217

$
431,653

$
356,930

Total Revenue was $259.7 million for the three months ended June 30, ~~2022 increased by $34.2~~2023, compared to $219.2 million ~~or 18.4%, compared~~ to the same period in ~~2021~~2022. The increase was primarily driven by growth in Total Paying Users, ~~and an increase~~partially offset by a decrease in Total Average Revenue per Paying ~~User.~~User and fluctuations in foreign currency exchange rates.

Bumble App Revenue was $208.0 million for the three months ended June 30, ~~2022 increased by $42.3~~2023, compared to $168.5 million ~~or 33.2%, compared to~~for the same period in ~~2021~~2022. This increase was primarily driven by a ~~30.7%~~27.7% increase in Bumble App Paying Users to ~~1.9~~2.5 million, ~~and~~partially offset by a ~~2.0%~~3.3% decline in Bumble App ARPPU to $28.21. The increase in Bumble App ~~Average~~ Revenue ~~per Paying Users.~~

Badoo App and Other Revenue for the three months ended June 30, 2022, decreased by $8.1 million, or 13.7%, compared to the same period in 2021. This decrease was driven by a 24.6% decrease in Badoo App and Other Paying Users to 1.1 million due to 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 and the continued impact of COVID and macroeconomic conditions. During the three months ended June 30, 2022 as compared to March 31, 2022, total paying users decreased by 136,000 primarily driven by declines in paying users in Russia, Ukraine and Belarus. We expect the impact of COVID and macroeconomic conditions to continue to have an adverse impact on Badoo App and Other Paying Users in the third quarter of 2022

~~The decline in Badoo App and Other Revenue for the three months ended June 30, 2022 was partially offset by the increase of 5.8% in Badoo App and Other Average Revenue per Paying Users to $13.60~~. ~~The increase in Badoo App and Other Average Revenue per Paying Users~~ was due to ~~product optimization~~ growth in core markets and international expansion, partially offset by fluctuations in foreign currency exchange rates.

~~In addition, other revenue of $6.1~~

Badoo App and Other Revenue was $51.8 million for the three months ended June 30, ~~2022,~~2023, compared to $50.7 million for the same period in 2022. This increase was primarily driven by a 7.2% increase in Badoo App and Other Paying Users to 1.2 million, partially offset by a 5.4% decrease in Badoo App and Other ARPPU to $12.83. In addition, other revenue of $6.5 million for the three months ended June 30, 2023, increased by ~~$3.3~~$0.4 million, or ~~117.2%~~6.0% compared to the same period in ~~2021, primarily due to Fruitz.~~2022.

Total Revenue for the six months ended June 30, ~~2022~~2023 increased by ~~$74.7~~$73.4 million, or ~~20.9%~~17.1%, compared to the same period in ~~2021~~2022. The increase was primarily driven by growth in Total Paying Users, ~~and an increase~~partially offset by a slight decrease in Total Average Revenue per Paying ~~User.~~User and fluctuations in foreign currency exchange rates.

Bumble App Revenue for the six months ended June 30, ~~2022~~2023 increased by ~~$85.1~~$79.4 million, or ~~35.5%~~24.6%, compared to the same period in ~~2021~~2022. This increase was primarily driven by a ~~30.9%~~29.1% increase in Bumble App Paying Users to ~~1.8~~2.4 million, ~~and~~partially offset by a ~~3.4%~~3.5% decline in Bumble App ARPPU to $28.07. The increase in Bumble App ~~Average~~ Revenue ~~per Paying Users.~~was due to growth in core markets and international expansion, partially offset by fluctuations in foreign currency exchange rates.

Badoo App and Other Revenue was $100.4 million for the six months ended June 30, ~~2022, decreased by $10.4~~2023, compared to $106.4 million ~~or 8.8%, compared to~~for the same period in ~~2021.~~2022. This decrease was primarily driven by a ~~19.8%~~6.4% decrease in Badoo App and Other ARPPU to $12.66, and a 0.5% decrease in Badoo App and Other Paying Users to 1.2 million due to 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 and the continued impact of ~~COVID and~~global macroeconomic conditions. ~~We expect the impact of COVID and macroeconomic~~Macroeconomic conditions tomay continue to have an adverse impact on Badoo App and Other Paying Users in the ~~third quarter~~remaining quarters of ~~2022.~~

~~The decline in Badoo App and Other Revenue for the six months ended June 30, 2022 was partially offset by the increase of 5.8% in Badoo App and Other Average Revenue per Paying Users to $13.55~~. ~~The increase in Badoo App and Other Average Revenue per Paying Users was due to product optimization~~ ~~partially~~ ~~offset by fluctuations in foreign currency exchange rates.~~

2023. In addition, other revenue of ~~$12.0~~$12.5 million for the six months ended June 30, ~~2022,~~2023, increased by ~~$6.6~~$0.5 million, or ~~122.1%~~4.2% compared to the same period in ~~2021, primarily due to Fruitz.~~2022.

Cost of revenue



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Cost of revenue	$	76,737		$	61,509		$	147,317		$	117,121
Percentage of revenue		29.5	%		28.1	%		29.3	%		27.3	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Cost of revenue

$
62,757

$
50,797

$
119,538

$
98,544

Percentage of revenue

28.5
%

27.3
%

27.7
%

27.6
%

Cost of revenue for the three months ended June 30, ~~2022~~2023 increased by ~~$12.0~~$15.2 million, or ~~23.5%~~24.8%, as compared to the same period in ~~2021~~2022, driven primarily by growth in in-app purchase fees due to increasing revenue. Cost of revenue for the six months ended June 30, 2023 increased by $30.2 million, or 25.8%, as compared to the same period in 2022 driven primarily by growth in in-app purchase fees due to increasing revenue. As a percentage of revenue, cost of revenue ~~was 28.5%~~increased for the ~~three months~~three-month and six-month periods ended June 30, ~~2022, compared~~2023 primarily due to ~~27.3% for the same period in 2021 due to~~increased moderators of our content and the adoption of Google ~~Play's~~Play billing ~~system partially offset by the reduced Google Play service fees for subscriptions which has declined from 30% to 15%.~~in many of our markets.

Cost of revenue for the six months ended June 30, 2022 increased by $21.0 million, or 21.3%, 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 27.7% for the three months ended June 30, 2022, compared to 27.6% for the same period in 2021 due to the adoption of Google Play's billing system partially offset by the reduced Google Play service fees for subscriptions 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 Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Selling and marketing expense	$	65,329		$	59,483		$	128,919		$	116,312
Percentage of revenue		25.2	%		27.1	%		25.6	%		27.1	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Selling and marketing expense

$
59,483

$
49,711

$
116,312

$
96,549

Percentage of revenue

27.0
%

26.7
%

26.9
%

27.0
%

Selling and marketing expense for the three months ended June 30, ~~2022~~2023 increased by ~~$9.8~~$5.8 million, or ~~19.7%~~9.8%, as compared to the same period in ~~2021.~~2022. The change was primarily due to a ~~$9.5~~$4.3 million increase in digital and social media marketing costs and a ~~$1.6~~$1.3 million increase in personnel-related expenses.

Selling and marketing expense for the six months ended June 30, ~~2022~~2023 increased by ~~$19.8~~$12.6 million, or ~~20.5%~~10.8%, as compared to the same period in ~~2021.~~2022. The change was primarily due to a ~~$23.2~~$7.2 million increase in personnel-related expenses and a $5.0 million increase in digital and social media marketing ~~costs and a $4.6 million in personnel-related expenses, partially offset by a $6.9 million decrease in stock-based compensation due to forfeitures.~~costs.

General and administrative expense



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
General and administrative expense	$	43,298		$	48,943		$	93,129		$	72,796
Percentage of revenue		16.7	%		22.3	%		18.5	%		17.0	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

General and administrative expense

$
51,375

$
43,381

$
77,821

$
169,905

Percentage of revenue

23.3
%

23.3
%

18.0
%

47.6
%

General and administrative expense for the three months ended June 30, ~~2022 increased~~2023 decreased by ~~$8.0~~$5.6 million, or ~~18.4%~~11.5%, as compared to the same period in ~~2021.~~2022. The change iswas primarily driven by a ~~$7.0~~$13.6 million increase in ~~personnel-related expenses, a $4.4 million right-of-use asset impairment loss related to our Moscow office, a $1.2 million increase~~gain resulting from the change in ~~professional service fees and a $0.8 million net increase in the~~ fair value of the contingent earn-out ~~liabilities. These increases were~~liabilities and a $4.4 million Moscow right-of-use asset impairment in the prior year period, partially offset by a ~~$5.8~~$7.5 million ~~decrease~~increase in ~~stock-based compensation.~~personnel-related expenses and a $5.5 million increase in legal and professional fees.

General and administrative expense for the six months ended June 30, ~~2022 decreased~~2023 increased by ~~$92.1~~$20.3 million, or ~~54.2%~~27.9%, as compared to the same period in ~~2021.~~2022. The change iswas primarily driven by a ~~decline of $91.8~~$15.2 million increase in personnel-related expenses, a $6.5 million decrease in gain resulting from the change in fair value of the contingent earn-out liabilities, a ~~$15.3~~$3.2 million ~~decrease~~increase in ~~stock-based compensation due to forfeitures and a $4.0 million decrease in non-recurring transaction costs~~legal and professional ~~service~~ fees, ~~incurred in relation to the IPO in the three months ended March 2021. These decreases were~~ partially offset by a ~~$12.9~~$4.4 million ~~increase in personnel-related expenses, a $4.4 million~~Moscow right-of-use asset impairment ~~loss related to our Moscow office and a $2.8 million increase~~ in ~~insurance expenses.~~the prior year period.

Product development expense



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Product development expense	$	36,233		$	24,888		$	69,385		$	52,676
Percentage of revenue		13.9	%		11.4	%		13.8	%		12.3	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Product development expense

$
22,456

$
24,921

$
47,651

$
59,966

Percentage of revenue

10.2
%

13.4
%

11.0
%

16.8
%

Product development expense in the three months ended June 30, ~~2022 decreased~~2023 increased by ~~$2.5~~$11.3 million, or ~~9.9%~~45.6%, as compared to the same period in ~~2021. The change is~~2022, primarily driven by a ~~$1.6~~$10.5 million ~~decrease in stock-based compensation and a $0.8 million decrease~~increase in personnel-related expenses.

Product development expense in the six months ended June 30, ~~2022 decreased~~2023 increased by ~~$12.3~~$16.7 million, or ~~20.5%~~31.7%, as compared to the same period in ~~2021,~~2022, primarily ~~due to~~driven by a ~~$13.2~~$15.5 million ~~decrease~~increase in ~~stock-based compensation due to forfeitures.~~personnel-related expenses.

Depreciation and amortization expense



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Depreciation and amortization expense	$	16,967		$	27,151		$	33,698		$	54,080
Percentage of revenue		6.5	%		12.4	%		6.7	%		12.6	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Depreciation and amortization expense

$
27,151

$
26,905

$
54,080

$
53,860

Percentage of revenue

12.3
%

14.4
%

12.5
%

15.1
%

Depreciation and amortization expense for the three months ended June 30, ~~2022 increased~~2023 decreased by ~~$0.2~~$10.2 million, or ~~0.9%~~37.5%, as compared to the same period in ~~2021. For~~2022. Depreciation and amortization expense for the six months ended June 30, ~~2022, depreciation and amortization expense increased~~2023 decreased by ~~$0.2~~$20.4 million, or ~~0.4%~~37.7%, as compared to the same period in ~~2021.~~2022. The ~~increases~~decreases in depreciation and amortization expense for the three-month and six-month periods were primarily due to ~~increases in~~ the full amortization of ~~intangibles acquired from~~ the ~~Fruitz acquisition~~legacy Badoo user base in ~~January 2022 which was partially offset by decreases in amortization as a result of the write down of certain white label contracts in 2021.~~July 2022.

Interest income (expense)



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Interest income (expense)	$	(6,110	)	$	(5,989	)	$	(11,329	)	$	(11,580	)
Percentage of revenue		(2.4	)%		(2.7	)%		(2.3	)%		(2.7	)%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Interest income (expense)

$
(6,281
)

$
(5,921
)

$
(12,164
)

$
(13,650
)
Percentage of revenue

(2.8
)%

(3.2
)%

(2.8
)%

(3.8
)%

Interest expense for the three months ended June 30, ~~2022~~2023 increased by ~~$0.4~~$0.1 million, or ~~6.1%~~2.0%, compared to the same period in ~~2021 and~~2022.

The change was due to an increase in interest rates on our outstanding debt under the credit ~~agreements.~~agreements, partially offset by the Company investing surplus funds in money market funds since the fourth quarter of 2022.

Interest expense for the six months ended June 30, ~~2022~~2023 decreased by ~~$1.5~~$0.3 million, or ~~10.9%~~2.2%, compared to the same period in ~~2021 as we repaid $200 million~~2022. The change was due to the Company investing surplus funds in money market funds since the fourth quarter of 2022, partially offset by an increase in interest rates on our outstanding debt ~~in March 2021.~~under the credit agreements.

Other income (expense), net



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Other income (expense), net	$	(2,969	)	$	4,954		$	(6,530	)	$	18,184
Percentage of revenue		(1.1	)%		2.3	%		(1.3	)%		4.2	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Other income (expense), net

$
4,954

$
4,731

$
18,184

$
11,722

Percentage of revenue

2.2
%

2.5
%

4.2
%

3.3
%

Other income (expense), net infor the three months ended June 30, ~~2022 increased~~2023 decreased by ~~$0.2~~$7.9 million, or ~~4.7%~~159.9%, compared to the same period in ~~2021,~~2022. The change was primarily due to a ~~$3.0~~$3.8 million decrease resulting from the change in fair values of interest rate swaps, and a $4.1 million increase in net ~~gain on interest rate swaps, partially offset by a $2.7 million decrease in net~~ foreign exchange ~~gains.~~losses.

Other income (expense), net infor the six months ended June 30, ~~2022 increased~~2023 decreased by ~~$6.5~~$24.7 million, or ~~55.1%~~135.9%, compared to the same period in ~~2021,~~2022. The change was primarily due to a ~~$10.9~~$18.8 million decrease resulting from the change in fair values of interest rate swaps, and a $6.0 million increase in net ~~gain on interest rate swaps, partially offset by a $4.1 million decrease in net~~ foreign exchange ~~gains.~~losses.

Income tax benefit (provision)



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Income tax benefit (provision)	$	(2,743	)	$	(1,228	)	$	(5,356	)	$	(4,138	)
Effective tax rate		22.7	%		(32.3	)%		43.3	%		18.1	%

(In thousands, except percentages)

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Income tax benefit (provision)

$
(2,328
)

$
(459
)

$
(4,756
)

$
436,117

Effective tax rate

(56.8
)%

(4.3
)%

21.4
%

352.2
%

Income tax provision was ~~$(2.3)~~$(2.7) million for the three months ended June 30, ~~2022,~~2023, as compared to ~~$(0.5)~~$(1.2) million for the same period in ~~2021.~~2022. Income tax provision was ~~$(4.8)~~$(5.4) million for the six months ended June 30, ~~2022,~~2023, as compared to ~~a benefit of $436.1~~$(4.1) million for the same period in ~~2021.~~2022. The income tax ~~benefit of $436.1 million recorded in~~provision is higher year over year for the three and six months ended June 30, ~~2021 includes a $441.5 million tax benefit related~~2023 due to the ~~reversal~~impact of ~~a net deferred~~the income tax ~~liability due to a restructuring of our international operations and a $1.3 million tax provision associated with prior period items.~~rate changes recorded in 2022.

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 in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense and impairment loss, as management does not believe these expenses are representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysis, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

•

Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest (income) expense or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness;

•

Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make; and

•

Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

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~~investors to review the financial statements included elsewhere in this report, and not rely on a single financial measure to evaluate our business. We also strongly urge ~~you~~investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, ~~and~~ tax receivable agreement liability remeasurement (benefit) ~~expense.~~expense and impairment loss. 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 Ended June 30, 2022

Three Months Ended June 30, 2021

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Net earnings (loss)

$
(6,423
)

$
(11,147
)

$
17,515

$
312,295

Add back:

Income tax (benefit) provision

2,328

459

4,756

(436,117
)
Interest (income) expense

6,281

5,921

12,164

13,650

Depreciation and amortization

27,151

26,905

54,080

53,860

Stock-based compensation expense

22,447

29,916

40,004

75,739

Employer costs related to stock-based compensation (1)

125

—

1,197

—

Litigation costs, net of insurance reimbursements (2)

1,023

1,541

3,841

1,775

Foreign exchange (gain) loss (3)

(2,104
)

(4,796
)

(4,499
)

(8,639
)
Changes in fair value of interest rate swaps(4)

(2,813
)

201

(13,630
)

(2,743
)
Transaction and other costs(5)

1,055

2,522

4,164

16,024

Changes in fair value of contingent earn-out liability

1,314

484

(19,395
)

72,438

Changes in fair value of investments

—

(123
)

—

(319
)
Impairment loss (6)

4,388

—

4,388

—

Adjusted EBITDA

$
54,772

$
51,883

$
104,585

$
97,963

Net earnings (loss) margin(7)

(2.9
)%

(6.0
)%

4.1
%

87.5
%
Adjusted EBITDA margin

24.8
%

27.9
%

24.2
%

27.4
%

Net cash provided by (used in) operating activities

$
44,767

$
(31,439
)
Less:

Capital expenditures

(8,049
)

(5,552
)
Free cash flow

$
36,718

$
(36,991
)
Operating cash flow conversion

255.6
%

(10.1
)%
Free cash flow conversion

35.1
%

(37.8
)%



(In thousands, except percentages)	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Net earnings (loss)	$	9,349		$	(5,031	)	$	7,020		$	18,717
Add back:
Income tax (benefit) provision		2,743			1,228			5,356			4,138
Interest (income) expense		6,110			5,989			11,329			11,580
Depreciation and amortization		16,967			27,151			33,698			54,080
Stock-based compensation expense		33,548			22,447			62,132			40,004
Employer costs related to stock-based compensation (1)		463			125			3,022			1,197
Litigation costs, net of insurance reimbursements (2)		7,018			1,023			8,551			3,841
Foreign exchange (gain) loss (3)		2,034			(2,104	)		1,465			(4,499	)
Changes in fair value of interest rate swaps(4)		1,000			(2,813	)		5,233			(13,630	)
Transaction and other costs(5)		234			1,055			1,531			4,164
Changes in fair value of contingent earn-out liability		(12,287	)		1,314			(12,933	)		(19,395	)
Changes in fair value of investments in equity securities		76			—			177			—
Impairment loss(6)		—			4,388			—			4,388
Adjusted EBITDA	$	67,255		$	54,772		$	126,581		$	104,585
Net earnings (loss) margin		3.6	%		(2.3	)%		1.4	%		4.4	%
Adjusted EBITDA margin		25.9	%		25.0	%		25.2	%		24.4	%

Net cash provided by (used in) operating activities							$	56,100		$	44,767
Less:
Capital expenditures								(9,210	)		(8,049	)
Free cash flow							$	46,890		$	36,718
Operating cash flow conversion								799.1	%		239.2	%
Free cash flow conversion								37.0	%		35.1	%

(1)

Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.

(2)

Represents certain litigation costs and insurance proceeds associated with pending litigations or settlements of litigation.

(3)

Represents foreign exchange (gain) loss due to foreign currency transactions.

(4)

Represents fair value ~~gain~~(gain) loss on interest rate swaps.

(5)

Represents transaction costs related to acquisitions and our offerings ~~(IPO, the Reorganization and the secondary offering)~~ such as legal, accounting, advisory fees and other related costs. ~~Amounts for~~Amount in 2022 also ~~include~~includes employee-related restructuring costs directly associated with our decision to discontinue our operations in Russia including severance benefits, relocation and advisory fees.

(6)

Represents impairment loss of a right-of-use asset related to our Moscow office.

~~(7)~~

Net earnings margin for the six months ended June 30, 2021 includes a $441.5 million tax benefit related to the reversal of a deferred tax liability due to a restructuring of the Company’s international operations.

4948

Liquidity and Capital Resources

Overview

As of June 30, 2023, we had $381.0 million of cash and cash equivalents, a decrease of $21.5 million from December 31, 2022 primarily due to share repurchases, cash distribution payments to the noncontrolling interest holders and the acquisition of Newel. 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 June 30, 2022, we had $334.6 million of cash and cash equivalents, a decrease of $34.5 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 includeexpenditures, funding our debt obligations, ~~and~~partnership tax distributions, paying income taxes and obligations under our tax receivable ~~agreement.~~agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

Our Board of Directors has approved a share repurchase program of up to $150.0 million of our outstanding Class A Common stock. Bumble intends to use the program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through 10b5-1 trading plans. This repurchase program may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2023, we repurchased 1.3 million shares for $20.9 million, on a trade date basis.

Cash Flow Information

The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:



(In thousands)	Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Net cash provided by (used in):
Operating activities	$	44,767		$	(31,439	)	$	56,100		$	44,767
Investing activities		(77,769	)		(5,549	)		(19,087	)		(77,769	)
Financing activities		(9,069	)		160,621			(54,700	)		(9,069	)

Operating activities

Net cash provided by ~~(used in)~~ operating activities was $56.1 million and $44.8 million, ~~for~~respectively, in the six months ended June 30, ~~2022,~~2023 and ~~$(31.4) million for the six months ended June 30, 2021.~~2022. This includes adjustments to net earnings (loss) for the six months ended June 30, ~~2022~~2023 and ~~June 30, 2021~~2022 related to: ~~deferred income tax~~depreciation and amortization of ~~$(3.3)~~$33.7 million and ~~$(441.8)~~$54.1 million, respectively; stock-based compensation of $62.1 million and $40.0 million, respectively; change in fair value of interest rate swaps of $5.2 million and $(13.6) million, respectively; and change in fair value of deferred contingent consideration of $(12.9) million and $(19.4) million, ~~and $72.4 million, respectively; stock-based compensation of $40.0 million and $75.7 million, respectively; and depreciation and amortization of $54.1 million and $53.9 million,~~ respectively.

The changes in assets and liabilities for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 consist primarily of: changes in ~~legal~~accrued expenses and other current liabilities of ~~$(7.1)~~$(11.3) million and ~~$(37.6)~~$(35.1) million, respectively; and changes in accounts receivables of ~~$(3.7)~~$(31.0) million and ~~$(25.7)~~$(3.7) million, respectively, driven by timing of cash receipts.

Investing activities

Net cash used in investing activities was ~~$77.8~~$19.1 million and ~~$5.5~~$77.8 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~change was primarily due to~~Company had capital expenditures of $9.2 million and $8.0 million in the six months ended June 30, 2023 and 2022, respectively. The Company used $9.9 million for the acquisition of Newel (net of cash acquired) in the six months ended June 30, 2023 and $69.7 million for the acquisition of Fruitz (net of cash acquired) ~~of $69.7~~in the six months ended June 30, 2022.

Financing activities

Net cash used in financing activities was $54.7 million and $9.1 million in the six months ended June 30, ~~2022. In addition, the Company had capital expenditures of $(8.0) million~~2023 and ~~$(5.6) million in~~2022, respectively. During the six months ended June 30, ~~2022~~2023 and ~~2021, respectively.~~

~~Financing activities~~

~~Net cash provided by (used in) financing activities was $(9.1) million and $160.6 million in the six months ended June 30, 2022 and 2021, respectively. In the six months ended June 30,~~ 2022, the Company used ~~$(6.2)~~$11.7 million and $6.2 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock ~~units,~~units. The Company used $2.9 million in both of the six months ended June 30, 2023 and ~~$(2.9) million~~2022 to repay a portion of the outstanding indebtedness under our Original Term Loan. In addition, during the six months ended June 30, ~~2021,~~2023, the Company ~~received net proceeds~~used $20.9 million for share repurchase and Bumble Holdings made cash distribution payments of ~~$2,361.2~~$19.2 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 $(206.1) million was used to repay a portion of~~ the ~~outstanding indebtedness under our Incremental Term Loan Facility.~~noncontrolling interest holders.

5049

Indebtedness

Senior Secured Credit Facilities

In connection with the Sponsor Acquisition, in January 2020, we entered into ~~the Initial Term Loan Facility~~a credit agreement (the “Credit Agreement”) providing for (i) a term loan facility in an original aggregate principal amount of $575.0 million (the “Original Term Loan Facility”) and ~~the Revolving Credit Facility~~(ii) a revolving facility in an aggregate principal amount of up to $50.0 million. In connection with ~~the Distribution Financing Transaction,~~a transaction whereby we distributed proceeds to our pre-IPO owners and to partially repay a loan from our Founder, in October 2020, we entered into the Incremental Term Loan Facility (the “Incremental Term Loan Facility” and together with the Original Term Loan Facility, the “Senior Secured Credit Facilities”) in an original aggregate principal amount of $275.0 million. The Incremental Term Loan provides for additional senior secured term loans with substantially identical terms as the ~~Initial~~Original Term Loan Facility (other than the applicable margin). A portion of the net proceeds from the initial public offering was used to repay ~~$200~~$200.0 million aggregate principal amount of our outstanding indebtedness under our Term Loan Facility in the three months ended March 31, 2021. The Credit Agreement was further amended in March 2023, pursuant to which the interest rate benchmark referenced to LIBOR was transitioned to SOFR. The borrower under the ~~Senior Secured~~ Credit ~~Facilities~~Agreement is a wholly owned subsidiary of Bumble Holdings, Buzz Finco L.L.C. (the “Borrower”). The ~~Senior Secured~~ Credit ~~Facilities contain~~Agreement contains affirmative and negative covenants and customary events of default.

Borrowings under the ~~Senior Secured~~ Credit ~~Facilities~~Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR prior to March 31, 2023 and Adjusted Term SOFR beginning March 31, 2023 for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the ~~Initial~~Original Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR prior to April 1, 2023 and Adjusted Term SOFR beginning April 1, 2023, for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our initial public offering.

In addition to paying interest on the outstanding principal under the ~~Senior Secured~~ Credit ~~Facilities,~~Agreement, the Borrower is required to pay a commitment fee of 0.50% per annum (which is subject to a decrease to 0.375% per annum based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries) to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.

The ~~Initial~~Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the ~~Initial~~Original Term Loan Facility outstanding as of the date of the closing of the ~~Initial~~Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, with the balance being payable at maturity on January 29, 2027. Following the ~~$200~~$200.0 million aggregate principal payment ~~of amount~~ of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025.

~~Tax Receivable Agreement~~

Contractual Obligations and Contingencies

The following table summarizes our contractual obligations as of June 30, 2023:


	Payments due by period
(In thousands)	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Long-term debt	$	5,750	$	11,500	$	612,688	$	—	$	629,938
Operating leases		2,714		6,597		6,921		1,962		18,194
Other		9,516		4,641		—		—		14,157
Total	$	17,980	$	22,738	$	619,609	$	1,962	$	662,289

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 June 30, 2022:~~

Payments due by period

(In thousands)

Less than
1 year

1 to 3
years

3 to 5
years

More than
5 years

Total

Long-term debt

$
5,750

$
11,500

$
618,438

$
—

$
635,688

Operating leases

5,262

8,156

9,793

5,328

28,539

Other

2,142

2,973

—

—

5,115

Total

$
13,154

$
22,629

$
628,231

$
5,328

$
669,342

The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through June 30, 2023 to aggregate to ~~$660.3~~$714.8 million and to range over the next 15 years from approximately ~~$10.9~~$8.9 million to ~~$58.5~~$58.2 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. See “―Note 4, Payable to Related Parties Pursuant to a Tax Receivable ~~Agreement.”~~Agreement, for additional information.

In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to ~~$150~~$150.0 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 “Item 8―Financial Statements and Supplementary Data ― Note 5,7, Business Combination” in our 2022 Annual Report on Form 10-K for additional ~~information on~~information.

In May 2023, the ~~Fruitz acquisition.~~Company amended an agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2023, our minimum commitment remaining is $11.5 million.

Critical Accounting Policies and Estimates

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, ~~2022, except as described below.~~

Related Party Transactions

For discussions of related party transactions, see Note ~~15,~~12, Related Party Transactions, to the condensed consolidated financial statements included in ~~"Item~~“Item 1 - Financial Statements (Unaudited)".”

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, revenue outside of North America accounted for ~~38.5%~~42.7% and ~~42.3%~~39.1% of combined revenue, respectively. Revenue outside of North America accounted for ~~39.8%~~42.2% and ~~43.1%~~40.4% of combined revenue ~~respectively~~ for the six months ended June 30, 2023 and 2022, ~~and 2021.~~respectively. Our primary exposure to foreign currency exchange risk is the underlying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was ~~11.5%~~2.1% higher and ~~9.2%~~1.3% lower in the three and six months ended June 30, ~~2022~~2023 compared to the three and six months ended June 30, ~~2021,~~2022, respectively. The average British Pound versus the U.S. Dollar exchange rate was ~~9.9%~~0.6% and ~~6.3%~~5.2% lower in the three and six months ended June 30, ~~2022~~2023 compared to the three and six months ended June 30, ~~2021,~~2022, respectively.

Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of June 30, 2023 and 2022. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $5.5 million and $4.4 million for the six months ended June 30, 2023 and 2022, respectively, with all other variables held constant. This accounts for 1.1% and 1.0% of total revenue for the six months ended June 30, 2023 and 2022, respectively. Our continued international

expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.

Interest Rate Risk

At June 30, ~~2022,~~2023, we had debt outstanding with a carrying value of ~~$621.6~~$622.9 million. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and six months ended June 30, ~~2022~~2023 by $0.7 million and $1.4 million, respectively, based upon the outstanding debt balances and interest rates in effect during ~~those periods.~~that period. See Note ~~11,~~ 9, Debt,, within the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350 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~~intended 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. ~~Once one month~~In March, 2023, in connection with a Benchmark Discontinuation Event, the Company entered into Amendment No. 2 to the Original Credit Agreement (“Amendment No. 2”), which provided for the transition of the benchmark interest rate from LIBOR ~~is phased out after~~to the Secured Overnight Financing Rate ("SOFR") pursuant to benchmark replacement provisions set forth in the Original Credit Agreement. Pursuant to the terms of Amendment No. 2, effective with the interest period beginning March 31, 2023, LIBOR was replaced with Term SOFR, a forward-looking term rate based on SOFR, plus a credit spread adjustment of 0.10% with respect to the Term Loans and 0.00% with respect to loans under the Revolving Credit Facility (Term SOFR plus such credit spread adjustment, “Adjusted Term SOFR”). All other terms of the Original Credit Agreement unrelated to the benchmark replacement and its incorporation were unchanged by Amendment No. 2. Effective March 31, 2023, all Term Loans outstanding are bearing interest based on Adjusted Term SOFR and there were no Revolving Credit Loans outstanding. In April 2023, we amended our interest rate swaps expiring in June ~~30,~~2024. Pursuant to this amendment, effective on March 31, 2023, the benchmark reference rate was transitioned from LIBOR to Term SOFR and the variable interest ~~rates for our LIBOR-based loans will be indexed to~~rate element on $350 million of the long-term debt was fixed at a ~~comparable or successor~~ rate ~~as provided for in our loan agreements.~~of 0.3299%.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, ~~2022,~~2023, 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.

5352

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,~~14, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our ~~2021~~2022 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.~~Proceeds, and Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities

On May 4, 2023, we announced that our Board of Directors had approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock. Share repurchases under the program will be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The share repurchase program does not have an expiration date and may be suspended or discontinued at any time.

~~None.~~The following table sets forth purchases by the Company of its Class A common stock during the three months ended June 30, 2023 under this publicly announced share repurchase program.


Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share(1)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs(2)
April 1 - April 30, 2023		—	$	—		—	$	—
May 1 - May 31, 2023		600,000		15.36		600,000		140,781,240
June 1 - June 30, 2023		720,372		16.20		720,372		129,110,016
Total		1,320,372	$	15.82		1,320,372	$	129,110,016

(1) Average price paid per share includes costs associated with the repurchases (i.e. broker commissions, etc.).

(2) Represents the approximate dollar value of shares of Class A common stock that remained available for repurchase.

54Item 5. Other Information.

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly Atlantia S.p.A.), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

Item 6. Exhibits.

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of November 8, 2019, by and among Buzz Holdings L.P., Buzz Merger Sub Ltd, Worldwide Vision Limited and Buzz SR Limited, as the seller representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 filed on January 15, 2021).
3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021).
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021).
10.1*		Form of Restricted Stock Unit Grant Notice under the Bumble Inc. 2021 Omnibus Incentive Plan
10.2*		Bumble Inc. Summary of Director Compensation, effective as of June 6, 2023
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*		Section 13(r) Disclosure

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.

5554

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: August ~~12, 2022~~9, 2023	By:	/s/ Whitney Wolfe Herd
		Whitney Wolfe Herd
		Chief Executive Officer

Date: August ~~12, 2022~~9, 2023	By:	/s/ Anuradha B. Subramanian
		Anuradha B. Subramanian
		Chief Financial Officer

5655


Cash consideration	$	72,275
Fair value of contingent earn-out liability		3,100
Total purchase price	$	75,375


	Acquisition Date Fair Value		Weighted- Average Useful Life (Years)
Brand	$	38,000		15
Developed technology		4,100		4
User base		830		4
Total identifiable intangible assets acquired	$	42,930


	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
Computer equipment	$	22,733		$	21,675		$	25,015		$	22,366
Leasehold improvements		7,317			7,288			5,108			6,135
Furniture and fixtures		941			904			964			875
Total property and equipment, gross	$	30,991		$	29,867		$	31,087		$	29,376
Accumulated depreciation		(17,490	)		(15,240	)		(15,433	)		(14,909	)
Total property and equipment, net	$	13,501		$	14,627		$	15,654		$	14,467


	June 30, 2022												June 30, 2023
	Gross Carrying Amount		Accumulated Amortization			Impairment losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)
Bumble and Badoo brands	$	1,511,269	$	0		$	0		$	1,511,269	Indefinite
Fruitz brand		35,648		(990	)		0			34,658		14.6
Brands - indefinite-lived													$	1,511,269	$	—		$	(141,000	)	$	1,370,269	Indefinite
Brands - definite-lived														42,911		(3,629	)		—			39,282		12.7
Developed technology		248,659		(118,727	)		0			129,932		2.6		249,416		(168,720	)		—			80,696		1.6
User base		113,474		(109,020	)		0			4,454		0.1		113,749		(112,999	)		—			750		0.7
White label contracts		33,384		(6,953	)		(26,431	)		0		—		33,384		(6,953	)		(26,431	)		—		—
Other		13,474		(1,906	)		0			11,568		4.6		22,746		(5,707	)		—			17,039		4.0
Total intangible assets, net	$	1,955,908	$	(237,596	)	$	(26,431	)	$	1,691,881			$	1,973,475	$	(298,008	)	$	(167,431	)	$	1,508,036


	December 31, 2021												December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Impairment losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment Losses			Net Carrying Amount		Weighted- Average Remaining Useful Life (Years)
Bumble and Badoo brands	$	1,511,269	$	0		$	0		$	1,511,269	Indefinite
Brands - indefinite-lived													$	1,511,269	$	—		$	(141,000	)	$	1,370,269	Indefinite
Brands - definite-lived														36,280		(2,217	)		—			34,063		14.1
Developed technology		244,813		(93,845	)		0			150,968		3.1		248,727		(143,704	)		—			105,023		2.1
User base		112,695		(86,399	)		0			26,296		0.6		113,487		(112,877	)		—			610	—
White label contracts		33,384		(6,953	)		(26,431	)		0		—		33,384		(6,953	)		(26,431	)		—		—
Other		9,106		(841	)		0			8,265		5.3		17,761		(3,298	)		—			14,463		4.3
Total intangible assets, net	$	1,911,267	$	(188,038	)	$	(26,431	)	$	1,696,798			$	1,960,908	$	(269,049	)	$	(167,431	)	$	1,524,428


	Limited Partners'			Class A Common Stock						Class B Common Stock					Additional Paid-in			Treasury Stock						Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Owners'/ Shareholders'			Noncontrolling			Total Shareholders’ / Owners'
	Equity			Shares			Amount			Shares			Amount		Capital			Shares			Amount			Deficit			Income			Equity			Interests			Equity
Balance as of December 31, 2020	$	1,903,121			0		$	0			100		$	0	$	0			0		$	0		$	0		$	180,852		$	2,083,973		$	808		$	2,084,781
Acquisition of noncontrolling interests		808			—			—			—			—		—			—			—			—			—			808			(808	)		—
Net earnings prior to Reorganization Transactions		370,635			—			—			—			—		—			—			—			—			—			370,635			—			370,635
Stock-based compensation expense		11,587			—			—			—			—		—			—			—			—			—			11,587			—			11,587
Effect of the Reorganization Transactions (as adjusted)		(2,286,151	)		82,642,374			826			—			—		1,075,019			—			—			—			(95,744	)		(1,306,050	)		1,306,050			—
Retirement of Class B common stock		—			—			—			(80	)		—		—			—			—			—			—			—			—			—
Issuance of Class A common stock sold in the initial public offering, net of offering costs		—			57,500,000			575			—			—		2,236,787			—			—			—			—			2,237,362			121,009			2,358,371
Purchase of Class A Common Stock in the initial public offering		—			—			—			—			—		—			24,798,848			(1,018,365	)		—			—			(1,018,365	)		—			(1,018,365	)
Purchase of Common Units from Pre-IPO Common Unitholders in the initial public offering		—			—			—			—			—		(609,489	)		—			—			—			—			(609,489	)		(363,800	)		(973,289	)
Vested Incentive Units		—			—			—			—			—		(8,067	)		—			—			—			—			(8,067	)		8,067			—
Issuance of Founder loan common units		—			—			—			—			—		(30,371	)		—			—			—			—			(30,371	)		30,371			—
Equity plan modification from liability to equity settled due to Reorganization		—			—			—			—			—		22,107			—			—			—			—			22,107			—			22,107
Tax Receivable Agreement from Reorganization Transactions		—			—			—			—			—		(356,755	)		—			—			—			—			(356,755	)		—			(356,755	)
Stock-based compensation expense		—			—			—			—			—		55,810			—			—			—			—			55,810			—			55,810
Retirement of treasury stock and restored to authorized but unissued		—			(24,798,848	)		(248	)		—			—		(1,018,117	)		(24,798,848	)		1,018,365			—			—			—			—			—
Exchange of Common Units for Class A common stock		—			4,455,510			45			—			—		68,403			—			—			—			—			68,448			(68,448	)		—
Net loss subsequent to Reorganization Transactions		—			—			—			—			—		—			—			—			(35,928	)		—			(35,928	)		(22,412	)		(58,340	)
Other comprehensive loss, net of tax		—			—			—			—			—		—			—			—			—			(5,654	)		(5,654	)		(3,380	)		(9,034	)
Balance as of June 30, 2021	$	—			119,799,036		$	1,198			20		$	—	$	1,435,327			—		$	—		$	(35,928	)	$	79,454		$	1,480,051		$	1,007,457		$	2,487,508


	•	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.


Purchase price allocation	$	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		(10,819	)
Net assets acquired		33,844
Goodwill	$	41,531


Balance as of December 31, 2021	$	1,540,112
Fruitz acquisition		41,531
Foreign currency translation adjustment		(2,593	)
Balance as of June 30, 2022	$	1,579,050


Balance as of December 31, 2022	$	1,579,770
Acquisition		4,712
Foreign currency translation adjustment		799
Balance as of June 30, 2023	$	1,585,281


Remainder of 2022	$	31,236
2023		54,958
Remainder of 2023			$	29,541
2024		54,397		58,729
2025		8,358		12,285
2026 and thereafter		28,134
2026				4,553
2027 and thereafter				30,437
Total	$	177,083	$	135,545


	Employee Related Benefits			Other			Total
Balance as of December 31, 2021	$	0		$	0		$	0
Restructuring charges		2,611			163			2,774
Cash payments		(1,636	)		(163	)		(1,799	)
Balance as of June 30, 2022	$	975		$	0		$	975


	June 30, 2022								June 30, 2023
	Level 1		Level 2		Level 3		Total Fair Value Measurements		Level 1		Level 2		Level 3		Total Fair Value Measurements
Assets:
Cash and cash equivalents	$	334,645	$	0	$	0	$	334,645
Cash equivalent - money market funds									$	245,334	$	—	$	—	$	245,334
Derivative asset		0		18,638		0		18,638		—		16,861		—		16,861
Equity investments		0		0		2,609		2,609
Investments in equity securities										—		—		2,410		2,410
	$	334,645	$	18,638	$	2,609	$	355,892	$	245,334	$	16,861	$	2,410	$	264,605
Liabilities:
Contingent earn-out liability	$	0	$	0	$	80,113	$	80,113	$	—	$	—	$	39,394	$	39,394
	$	0	$	0	$	80,113	$	80,113	$	—	$	—	$	39,394	$	39,394


Remainder of 2022	$	2,875
2023		5,750
Remainder of 2023			$	2,875
2024		5,750		5,750
2025		5,750		5,750
2026 and thereafter		615,563
2026				5,750
2027 and thereafter				609,813
Total	$	635,688	$	629,938


Volatility	55%-60%
Expected Life	0.5- 7.4years
Risk-free rate	0.1%-0.8%
Fair value per unit	$43.00
Dividend yield		0.0	%
Discount for lack of marketability(1)	15% - 25%


Volatility		55	%
Expected Life	1.8years
Risk-free rate		0.1	%
Fair value per unit	$43.00
Dividend yield		0.0	%
Discount for lack of marketability(1)		15	%


Volatility	6065%-7080%
Expected Life	7.0years
Risk-free rate	~~1.74~~3.7%-~~2.95~~3.9%
Fair value per unit	$~~15.36~~11.20-$~~17.66~~18.19
Dividend yield		0.0	%



	Time-Vesting Incentive Units					Exit-Vesting Incentive Units				Time-Vesting Incentive Units					Exit-Vesting Incentive Units
	Number of Awards			Weighted- Average Participation Threshold		Number of Awards		Weighted- Average Participation Threshold		Number of Awards			Weighted- Average Participation Threshold		Number of Awards			Weighted- Average Participation Threshold
Unvested as of December 31, 2021		5,170,731		$	14.22		4,324,868	$	13.81
Unvested as of December 31, 2022											3,857,248		$	14.33		3,724,214		$	13.81
Granted		—			—		—		—		—			—		—			—
Vested		(887,890	)		13.78		—		—		(839,936	)		13.91		(716,313	)		13.63
Forfeited		—			—		—		—		(146,094	)		43.00		(117,236	)		12.35
Unvested as of June 30, 2022		4,282,841		$	14.31		4,324,868	$	13.81
Unvested as of June 30, 2023											2,871,218		$	12.99		2,890,665		$	12.67



	Time-Vesting Restricted Shares of Class A Common Stock					Exit-Vesting Restricted Shares of Class A Common Stock
	Number of Awards			Weighted- Average Grant-Date Fair Value		Number of Awards			Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2021		98,717		$	7.26		82,211		$	5.19
Granted		0			0		0			0
Vested		(23,232	)		6.73		0			0
Forfeited		(12,241	)		6.97		(13,418	)		4.89
Unvested as of June 30, 2022		63,244		$	7.51		68,793		$	5.25



	Time-Vesting RSUs					Exit-Vesting RSUs
	Number of Awards			Weighted- Average Grant-Date Fair Value		Number of Awards			Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2021		2,803,943		$	45.36		1,217,151		$	30.52
Granted		2,536,416			27.86		0			0
Vested		(523,746	)		44.83		0			0
Forfeited		(636,313	)		39.56		(272,441	)		30.52
Unvested as of June 30, 2022		4,180,300		$	35.69		944,710		$	30.52


	June 30, 2022							June 30, 2023
	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share		Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2021		2,038,016		$	43.76	$	22.96
Outstanding as of December 31, 2022									2,946,118		$	35.64	$	20.34
Granted		1,198,321			27.06		17.17		1,191,250			21.09		15.67
Exercised		0			0		0		—			—		—
Forfeited and expired		(462,623	)		38.17		20.72		(318,264	)		41.41		21.37
Outstanding as of June 30, 2022		2,773,714		$	37.48	$	20.89
Exercisable as of June 30, 2022		419,976		$	43.00	$	22.22
Outstanding as of June 30, 2023									3,819,104		$	30.62	$	18.79
Exercisable as of June 30, 2023									970,884		$	38.05	$	20.75


Aggregate intrinsic value
Time-Vesting options outstanding		~~1,552,064~~	—
Time Vesting options exercisable		0	—
Exit-Vesting options outstanding		0	—
Exit-Vesting options exercisable	~~N/A~~	—
Weighted-average remaining contractual term (in years)
Time-Vesting options outstanding		~~9.0~~8.7
Time Vesting options exercisable		~~8.2~~7.9
Exit-Vesting options outstanding		~~8.6~~7.6
Exit-Vesting options exercisable	~~N/A~~			7.6

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Non-accelerated filer

Smaller reporting company

Emerging growth company