Delaware (State or other jurisdiction of incorporation or organization) | | | 7370 (Primary Standard Industrial Classification Code Number) | | | 92-1079067 (I.R.S. Employer Identification No.) |
William Shafton | | | David Peinsipp |
VP, Business & Legal Affairs and Secretary | | | |
Grindr Inc. | | | |
750 N. San Vicente Blvd., Suite RE 1400 | | | |
West Hollywood, CA 90069 | | | |
San Francisco, CA 94111 | |||
(310) 776-6680 | | | (415) 693-2000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
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○ | competition in the dating and social networking products and services industry; |
○ | the ability to maintain and attract users; |
○ | fluctuation in quarterly and yearly results; |
○ | the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner; |
○ | the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access; |
○ | the dependence on the integrity of third-party systems and infrastructure; and |
○ | The ability to protect our intellectual property rights from unauthorized use by third parties; |
• | up to 6,900,000 Founder Shares; |
• | up to |
• | up to |
• | up to 297,157 shares of Common Stock acquirable upon the exercise of certain options; and |
• | up to 18,560,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants. |
• | the other factors described in this “Risk Factors” section. |
• | Global Social Networking Applications Industry, Independent Market Research by Frost & Sullivan, March 2022, which was commissioned by Legacy Grindr in 2021 and 2022 (the “Frost & Sullivan Study”). |
• | ILGA World, State-Sponsored Homophobia Global Legislation Overview Update Report, 2022 (the “ILGA World Report”). |
• | Morning Consult April–May 2022 Q1 Survey of 1000 GBTQ US Adults, commissioned by Legacy Grindr (the “Morning Consult Survey”). |
• | Adjusted EBITDA of $77.1 million, $35.7 million, and $14.9 million, respectively. The increase for the year ended December 31, 2021 compared to the combined Successor 2020 Period and Predecessor 2020 Period was $26.5 million, or 52.4%. See the section titled “Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations. |
(in thousands, except Adjusted ARPPU, ARPPU and ARPU) | | | Three Months Ended September 30, 2022 | | | Three Months Ended September 30, 2021 | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 |
Key Operating Metrics | | | | | | | | | ||||
Paying Users | | | 815 | | | 611 | | | 768 | | | 577 |
Adjusted Average Direct Revenue per Paying User | | | $17.67 | | | $16.66 | | | $17.12 | | | $15.72 |
Average Direct Revenue per Paying User | | | $17.67 | | | $16.66 | | | $17.12 | | | $15.55 |
Average Total Revenue per User | | | $1.35 | | | $1.15 | | | $1.29 | | | $1.06 |
| | Successor | | | Predecessor | |||||||
(in thousands, except Adjusted ARPPU, ARPPU and ARPU) | | | Year ended December 31, 2021 | | | Period from June 11, 2020 to December 31, 2020 | | | Period from January 1, 2020 to June 10, 2020 | | | Year ended December 31, 2019 |
Key Operating Metrics | | | | | | | | | ||||
Paying Users | | | 601 | | | 579 | | | 601 | | | 618 |
Adjusted Average Direct Revenue per Paying User | | | $16.21 | | | $14.88 | | | $12.44 | | | $11.33 |
Average Direct Revenue per Paying User | | | $16.08 | | | $12.76 | | | $12.44 | | | $11.32 |
Monthly Active Users | | | 10,799 | | | N/A | | | N/A | | | N/A |
Average Total Revenue per User | | | $1.13 | | | N/A | | | N/A | | | N/A |
($ in thousands) | | | Three Months Ended September 30, 2022 | | | Three Months Ended September 30, 2021 | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 |
Key Financial and Non-GAAP Metrics(1) | | | | | | | | | ||||
Revenue | | | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
Adjusted Direct Revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $81,625 |
Indirect Revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
Net income (loss) | | | $(4,663) | | | $1,894 | | | $(4,343) | | | $(1,433) |
Net income (loss) margin | | | -9.3% | | | 5.0% | | | -3.1% | | | -1.4% |
Adjusted EBITDA | | | $24,034 | | | $20,492 | | | $65,778 | | | $53,698 |
Adjusted EBITDA Margin | | | 47.7% | | | 53.6% | | | 46.8% | | | 53.3% |
Net cash provided by operating activities | | | | | | | $36,794 | | | $18,852 |
| | Successor | | | Predecessor | |||||||
($ in thousands) | | | Year ended December 31, 2021 | | | Period from June 11, 2020 to December 31, 2020 | | | Period from January 1, 2020 to June 10, 2020 | | | Year ended December 31, 2019 |
Key Financial and Non-GAAP Metrics(1) | | | | | | | | | ||||
Revenue | | | $145,833 | | | $61,078 | | | $43,385 | | | $108,698 |
Adjusted Direct Revenue | | | $116,931 | | | $57,462 | | | $39,844 | | | $84,046 |
Indirect Revenue | | | $29,802 | | | $11,810 | | | $3,545 | | | $24,698 |
Net income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Net income (loss) margin | | | 3.5% | | | (17.9)% | | | (4.9)% | | | 7.1% |
Adjusted EBITDA | | | $77,054 | | | $35,733 | | | $14,924 | | | $50,453 |
Adjusted EBITDA Margin | | | 52.8% | | | 58.5% | | | 34.4% | | | 46.4% |
Net cash provided by operating activities | | | $34,430 | | | $9,602 | | | $16,456 | | | $37,973 |
(1) | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grindr—Non-GAAP Financial Measures” for additional information and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of Direct Revenue to Adjusted Direct Revenue. |
• | Adjusted Direct Revenue. We define Adjusted Direct Revenue as Direct Revenue adjusted for the release of the fair value adjustment of deferred revenue into revenue of the acquired deferred revenue due to the June 10, 2020, acquisition (See Note 3 to Legacy Grindr’s audited consolidated financial statements beginning on page F-86 of this prospectus for additional information). |
Results of Operations | | | Successor | | | Predecessor | ||||||||||||||||||
($ in thousands) | | | Year ended December 31, 2021 | | | % of Total Revenue | | | Period from June 11, 2020 to December 31, 2020 | | | % of Total Revenue | | | Period from January 1, 2020 to June 10, 2020 | | | % of Total Revenue | | | Year ended December 31, 2019 | | | % of Total Revenue |
Consolidated Statements of Operations and Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | ||||||||
Revenues | | | $145,833 | | | 100.0% | | | $61,078 | | | 100.0% | | | $43,385 | | | 100.0% | | | $108,698 | | | 100.0% |
Operating costs and expenses | | | | | | | | | | | | | | | | | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 25.6% | | | 18,467 | | | 30.2% | | | 12,954 | | | 29.9% | | | 27,545 | | | 25.3% |
Selling, general and administrative expenses | | | 30,618 | | | 21.0% | | | 15,671 | | | 25.7% | | | 15,583 | | | 36.0% | | | 32,573 | | | 30.0% |
Product development expense | | | 10,913 | | | 7.5% | | | 7,278 | | | 11.9% | | | 7,136 | | | 16.4% | | | 11,059 | | | 10.2% |
Depreciation and amortization | | | 43,234 | | | 29.6% | | | 17,639 | | | 28.9% | | | 10,642 | | | 24.5% | | | 27,412 | | | 25.2% |
Total operating costs and expenses | | | 122,123 | | | 83.7% | | | 59,055 | | | 96.7% | | | 46,315 | | | 106.8% | | | 98,589 | | | 90.7% |
Income (loss) from operations | | | 23,710 | | | 16.3% | | | 2,023 | | | 3.3% | | | (2,930) | | | -6.8% | | | 10,109 | | | 9.3% |
Other (expense) income | | | | | | | | | | | | | | | | | ||||||||
Interest (expense) income, net | | | (18,698) | | | -12.8% | | | (15,082) | | | -24.7% | | | 277 | | | 0.6% | | | 386 | | | 0.3% |
Other income (expense), net | | | 1,288 | | | 0.9% | | | 142 | | | 0.2% | | | (76) | | | -0.2% | | | (348) | | | -0.3% |
Total other (expense) income | | | ) | | | -11.9% | | | (14,940) | | | -24.5% | | | 201 | | | 0.4% | | | 38 | | | —% |
Net income (loss) before income tax | | | 6,300 | | | 4.3% | | | (12,917) | | | -21.1% | | | (2,729) | | | -6.3% | | | 10,147 | | | 9.3% |
Income tax provision (benefit) | | | 1,236 | | | 0.8% | | | (1,958) | | | -3.2% | | | (615) | | | -1.4% | | | 2,441 | | | 2.2% |
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | 3.5% | | | $(10,959) | | | -17.9% | | | $(2,114) | | | -4.9% | | | $7,706 | | | 7.1% |
Net income (loss) per share | | | $0.05 | | | | | $(0.11) | | | | | $(0.02) | | | | | $0.08 | | |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Current income tax provision (benefit): | | | | | | | | | ||||
Federal | | | $4,828 | | | $1,461 | | | $760 | | | $341 |
State | | | 711 | | | 521 | | | 193 | | | (73) |
International | | | 9 | | | — | | | — | | | — |
Total current tax provision (benefit): | | | 5,548 | | | 1,982 | | | 953 | | | 268 |
Deferred income tax provision (benefit): | | | | | | | | | ||||
Federal | | | (4,436) | | | (3,552) | | | (1,304) | | | 2,170 |
State | | | 124 | | | (388) | | | (264) | | | 3 |
International | | | — | | | — | | | — | | | — |
Total deferred tax provision (benefit) | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Total income tax provision (benefit) | | | $1,236 | | | $(1,958) | | | $(615) | | | $2,441 |
Results of Operations | | | | | | | | | | | | | | | | | ||||||||
($ in thousands) | | | Three Months Ended September 30, 2022 | | | % of Total Revenue | | | Three Months Ended September 30, 2021 | | | % of Total Revenue | | | Nine Months Ended September 30, 2022 | | | % of Total Revenue | | | Nine Months Ended September 30, 2021 | | | % of Total Revenue |
Consolidated Statements of Operations and Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | ||||||||
Revenues | | | $50,402 | | | 100.0% | | | $38,249 | | | 100.0% | | | $140,487 | | | 100.0% | | | $100,812 | | | 100.0% |
Operating costs and expenses | | | | | | | | | | | | | | | | | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 12,955 | | | 25.7% | | | 9,621 | | | 25.2% | | | 36,758 | | | 26.2% | | | 25,723 | | | 25.5% |
Selling, general and administrative expenses | | | 20,331 | | | 40.3% | | | 8,335 | | | 21.8% | | | 53,822 | | | 38.3% | | | 21,798 | | | 21.6% |
Product development expense | | | 4,159 | | | 8.3% | | | 2,841 | | | 7.4% | | | 11,981 | | | 8.5% | | | 7,422 | | | 7.4% |
Depreciation and amortization | | | 9,097 | | | 18.0% | | | 10,708 | | | 28.0% | | | 27,215 | | | 19.4% | | | 32,534 | | | 32.3% |
Total operating costs and expenses | | | 46,542 | | | 92.3% | | | 31,505 | | | 82.4% | | | 129,776 | | | 92.4% | | | 87,477 | | | 86.8% |
Income (loss) from operations | | | 3,860 | | | 7.7% | | | 6,744 | | | 17.6% | | | 10,711 | | | 7.6% | | | 13,335 | | | 13.2% |
Other (expense) income | | | | | | | | | | | | | | | | | ||||||||
Interest (expense) income, net | | | (4,786) | | | (9.5)% | | | (4,300) | | | (11.2)% | | | (10,998) | | | (7.8)% | | | (14,863) | | | (14.7)% |
Other income (expense), net | | | (263) | | | (0.5)% | | | (89) | | | (0.2)% | | | (329) | | | (0.2)% | | | (119) | | | (0.1)% |
Total other (expense) income | | | (5,049) | | | (10.0)% | | | (4,389) | | | (11.5)% | | | (11,327) | | | (8.1)% | | | (14,982) | | | (14.9)% |
Net income (loss) before income tax | | | (1,189) | | | (2.4)% | | | 2,355 | | | 6.2% | | | (616) | | | (0.4)% | | | (1,647) | | | (1.6)% |
Income tax provision (benefit) | | | 3,474 | | | 6.9% | | | 461 | | | 1.2% | | | 3,727 | | | 2.7% | | | (214) | | | (0.2)% |
Net income (loss) and comprehensive income (loss) | | | $(4,663) | | | (9.3)% | | | $1,894 | | | 5.0% | | | $(4,343) | | | (3.1)% | | | $(1,433) | | | (1.4)% |
Net income (loss) per share | | | $(0.04) | | | | | $0.02 | | | | | $(0.04) | | | | | $(0.01) | | |
($ in thousands) | | | Three Months Ended September 30, 2022 | | | Three Months Ended September 30, 2021 | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 |
Reconciliation of Direct Revenue to Adjusted Direct Revenue | | | | | | | | | ||||
Direct Revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Adjustments | | | — | | | — | | | — | | | 892 |
Adjusted Direct Revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $81,625 |
| | Successor | | | Predecessor | |||||||
($ in thousands) | | | Year ended December 31, 2021 | | | Period from June 11, 2020 to December 31, 2020 | | | Period from January 1, 2020 to June 10, 2020 | | | Year ended December 31, 2019 |
Reconciliation of Direct Revenue to Adjusted Direct Revenue | | | | | | | | | ||||
Direct Revenue | | | $116,031 | | | $49,268 | | | $39,840 | | | $84,000 |
Adjustments | | | 900 | | | 8,194 | | | 4 | | | 46 |
Adjusted Direct Revenue | | | $116,931 | | | $57,462 | | | $39,844 | | | $84,046 |
($ in thousands) | | | Three Months Ended September 30, 2022 | | | Three Months Ended September 30, 2021 | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 |
Reconciliation of net income (loss) to adjusted EBITDA | | | | | | | | | ||||
Net income (loss) | | | $(4,663) | | | $1,894 | | | $(4,343) | | | $(1,433) |
Interest expense (income), net | | | 4,786 | | | 4,300 | | | 10,998 | | | 14,863 |
Income tax provision (benefit) | | | 3,474 | | | 461 | | | 3,727 | | | (214) |
Depreciation and amortization | | | 9,097 | | | 10,708 | | | 27,215 | | | 32,534 |
Transaction-related costs(1) | | | 1,033 | | | 1,835 | | | 2,211 | | | 2,978 |
Litigation related costs(2) | | | 439 | | | 231 | | | 1,521 | | | 1,378 |
Stock-based compensation expense | | | 9,686 | | | 664 | | | 23,353 | | | 1,806 |
Management fees(3) | | | 181 | | | 181 | | | 544 | | | 543 |
Purchase accounting adjustment(4) | | | — | | | — | | | — | | | 892 |
Other expenses (income)(5) | | | 1 | | | 218 | | | 552 | | | 351 |
Adjusted EBITDA | | | 24,034 | | | 20,492 | | | 65,778 | | | 53,698 |
(1) | Transaction related costs represent legal, tax, accounting, consulting, and other professional fees related to the Merger with Tiga and other potential acquisitions, that are non-recurring in nature. |
(2) | Litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Legacy Grindr’s core ongoing business operations. |
(3) | Management fees represent administrative costs associated with SVH’s administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the closing of the Merger with Tiga. |
(4) | Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue resulting from the June 10, 2020 acquisition. |
(5) | Other expenses (income) primarily represents costs incurred from reorganization events that are unrelated to Legacy Grindr’s core ongoing business operations, including severance and employment related costs which, for the three months ended September 30, 2022 and 2021 are insignificant and for the nine months ended September 30, 2022 and 2021 are $0.5 million and $0.1 million, respectively. |
| | Successor | | | Predecessor | |||||||
($ in thousands) | | | Year ended December 31, 2021 | | | Period from June 11, 2020 to December 31, 2020 | | | Period from January 1, 2020 to June 10, 2020 | | | Year ended December 31, 2019 |
Reconciliation of net income (loss) to adjusted EBITDA | | | | | | | | | ||||
Net income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Interest expense (income), net | | | 18,698 | | | 15,082 | | | (277) | | | (386) |
Income tax provision (benefit) | | | 1,236 | | | (1,958) | | | (615) | | | 2,441 |
Depreciation and amortization | | | 43,234 | | | 17,639 | | | 10,642 | | | 27,412 |
Transaction-related costs(1) | | | 3,854 | | | 6,453 | | | 691 | | | — |
Litigation related costs(2) | | | 1,913 | | | 70 | | | 902 | | | 3,342 |
Stock-based compensation expense | | | 2,485 | | | 916 | | | 343 | | | 6,780 |
Management fees(3) | | | 728 | | | 444 | | | 386 | | | 662 |
Purchase accounting adjustment(4) | | | 900 | | | 8,194 | | | — | | | — |
Other expenses (income)(5) | | | (1,058) | | | (148) | | | 4,966 | | | 2,496 |
Adjusted EBITDA | | | $77,054 | | | $35,733 | | | $14,924 | | | $50,453 |
(1) | Transaction related costs incurred during the year ended December 31, 2021 consist of legal, tax, accounting, consulting, and other professional fees related to the Merger with Tiga and other potential acquisitions, that are non-recurring in nature. Transaction related costs incurred during the combined 2020 Successor and Predecessor period consist of legal, tax, accounting, consulting, and other professional fees related to SVH’s indirect acquisition of Legacy Grindr from Kunlun in June 2020. |
(2) | For the year ended December 31, 2021, litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters such as the potential Datatilsynet fine or the CFIUS review of the Business Combination, which are unrelated to Legacy Grindr’s core ongoing business operations. For the combined 2020 Successor and Predecessor period and year ended December 31, 2020, litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters the CFIUS review of SVH’s indirect acquisition of Legacy Grindr, which are unrelated to Legacy Grindr’s core ongoing business operations. |
(3) | Management fees represent administrative costs associated with SVH’s administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the closing of the Merger with Tiga. |
(4) | Purchase accounting adjustment includes the effects of the purchase accounting adjustment related to deferred revenue resulting from the June 10, 2020 acquisition. |
(5) | For the year ended December 31, 2021, other expenses (income) primarily represents costs incurred from reorganization events that are unrelated to Legacy Grindr’s core ongoing business operations, including severance and employment related costs of $0.5 million offset by PPP loan forgiveness income of $1.5 million. For the combined 2020 Successor and Predecessor period, other expenses (income) primarily represents a one-time settlement of $5.5 million related to the outstanding incentive units that were settled upon SVH’s indirect acquisition of Legacy Grindr. For year ended December 31, 2019, other expenses (income) primarily represents public readiness preparation costs of $1.4 million, as well as restructuring costs of $0.6 million that are unrelated to Legacy Grindr’s core ongoing business operations. |
| | Successor | | | Predecessor | |||||||
($ in thousands) | | | Year ended December 31, 2021 | | | Period from June 11, 2020 to December 31, 2020 | | | Period from January 1, 2020 to June 10, 2020 | | | Year ended December 31, 2019 |
Cash and cash equivalents, including restricted cash (as of the end of period) | | | $17,170 | | | $42,786 | | | $66,454 | | | $47,950 |
Net cash provided by (used in): | | | | | | | | | ||||
Operating activities | | | 34,430 | | | 9,602 | | | 16,456 | | | 37,973 |
Investing activities | | | (3,797) | | | (264,991) | | | 534 | | | (4,684) |
Financing activities | | | (56,249) | | | 298,175 | | | 1,514 | | | — |
Net change in cash and cash equivalents | | | $(25,616) | | | $42,786 | | | $18,504 | | | $33,289 |
($ in thousands) | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 |
Cash, and cash equivalents, including restricted cash (as of the end of period) | | | $28,628 | | | $56,047 |
Net cash provided by (used in): | | | | | ||
Operating activities | | | $36,794 | | | $18,852 |
Investing activities | | | $(3,773) | | | $(2,340) |
Financing activities | | | $(21,563) | | | $(3,251) |
Net change in cash and cash equivalents | | | $11,458 | | | $13,261 |
Key features of our Grindr App include: | | | |
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Identity expression: users can create, manage, and control their identity, profile, and presence on the app. | | ||
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Connection: users can find and be found by those they are interested in; those nearby right now, or anywhere globally. | | ||
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Interaction: users can chat and interact with any profile instantly, in an open, fun, and engaging way. | | ||
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Trust and Safety: users receive guidance and tools to be safe across their experience. | | ||
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Premium: users can pay for greater access to more users and for more control over how they find one another and interact. | |
1. Sign up: New users create an account with their email, or through social media account authentication (e.g., Facebook, Google, Apple) | | | | | 2. Age verification: Users verify their age to confirm they are not a minor, and that they are eligible to use the Grindr service. | | | ||
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3. Human Verification: Users complete a human verification step to reduce the spam and bot activity on the app, and sign our Terms and Conditions of Service, as well as our Privacy and Cookie Policy. | | | | | 4. Profile Photos: Users create a rich profile expressing their identity, by first adding a visual representation of themselves through photos and media. | | | ||
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5. About Me: Users personalize their profile by adding a display name and custom “about me” narrative, enlivening their profile and helping them form more meaningful connections with others. | | | | | 6. Stats: Users can optionally share key data such as age, height, tribe, body type, gender identity, ethnicity, relationship status, and self-reported sexual health information, to help them connect with others in the queer community. | | | ||
7. Tags: Users express their interests, identity, and community affiliation by adding tags to their profile. | | | | | 8. Complete Profile: Users’ completed profile is their chosen representation of themselves and their identity on the platform, and enables them to find and be found by those they are interested in. | | |
1. The Cascade: Users are instantly immersed in the community when they arrive on The Cascade: Grindr’s industry-defining user interface – a grid of profiles with location information, creating many connections quickly and easily. | | | | | 2. Filters: Users can personalize their cascade by filtering for key characteristics they are interested in. | | | ||
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3. Search: Users can find others with specific interests and community affiliations by searching for others with specific tags on their profile | | | | | 4. Tags: Users can find community by browsing custom cascades composed of profiles sharing the same tags | | | ||
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5. Explore: Users can also explore cascades of other users in locations across the globe, forming meaningful connections anywhere. | | | | | 6. Viewed Me: Users can see those who may be interested in them, having recently viewed their profile. | | |
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7. Taps: Users can express their interest in others by “tapping” the profile of someone they have viewed. | | | | | 8. Favorites: Users can maintain meaningful connections by favoriting profiles, and seeing a custom cascade of all their favorites anytime. | | |
1. Open Messaging: users can interact with anyone of interest through our unique open messaging platform. They can initiate one or multiple messages from profiles on their cascades, or respond to messages sent to them. | | | | | 2. Inbox: Users manage the many messages they can send and receive through the inbox, with a special “taps” section for those who’ve expressed an interest in them. | | | ||
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3. Share Photos: Users can have rich and meaningful interactions by sharing additional photos with one another through the messaging feature. | | | | | 4. Albums: Users can further meaningful interactions by creating private albums, which they can share with select individuals with whom they have a special connection. | | | ||
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5. Share video and audio: Users can also deepen connections by sharing video or audio with one another through the messaging feature. | | | | | 6. Live Video Calls: Users can also interact with live video calls to further get to know one another, or confirm their mutual interests. | | | ||
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7. Group messaging: Multiple users can interact and meet one another through the group messaging feature. | | | | | 8. Location sharing: When users have built up a trusting connection, they can choose to share their location and make plans to meet in real life. | | |
1. Sexual health + testing information: Users can express their sexual health and testing information on their profile, and view the same information from users who have chosen to share it. They can also choose to receive testing reminders to help maintain their health. | | | | | 2. Blocking: Users may block other profiles if they are not having a positive or meaningful interaction. | | | ||
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3. Reporting and proactive monitoring: Users may report behavior that may violate the terms of the platform. Grindr provides reactive and proactive moderation services to support the user and platform safety. | | | | | 4. Help Center: Users are provided with easy access to helpful safety information at any time in the app and at various points throughout the service. | | |
XTRA | | | | | | | |||
1. 600 Profiles | | | | | 2. No Ads | | | ||
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3. Advanced Filters | | | | | 4. Saved phrases and read receipts | | |
1. Unlimited profiles | | | | | 2. Viewed Me | | | ||
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3. Incognito | | | | | 4.Typing status + unsend | | |
• | The Largest Global LGBTQ Focused Mobile Social Platform. We were established in 2009 as the one of the first global social platforms exclusively addressing the needs of the LGBTQ community. We built our mobile social platform to address the broadly underserved LGBTQ community’s need for a comprehensive digital platform to connect, share, and consume content. Driven by our first-mover advantage, we have rapidly built the world’s largest LGBTQ social platform in terms of users in 2021, according to the Frost & Sullivan Study commissioned by Legacy Grindr. In 2021, we had approximately 10.8 million MAUs and users in over 190 countries and territories, with our Grindr App available in over 21 language versions. We have users in several markets as of September 30, 2022, including developed markets such as the United States, the U.K., France, Spain, and Canada, and emerging markets such as Brazil, Mexico, India, Chile, and the Philippines. |
• | Large, Highly Engaged, and Growing User Base. Our large and highly engaged global user base drives the continuous growth of our daily operations. The Grindr App had approximately 10.8 million MAUs in 2021. During the same period, our users on average sent over 260 million chats and each individual user spent an average of 61 minutes per day on our Grindr app. |
• | Preeminent Brand within the LGBTQ Community. Our brand is one of the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. According to the Morning Consult Survey, Grindr is the best-known gay dating app among Gay, Bisexual, Transgender and Queer people, with 85% brand awareness, and is also the best-known gay dating app among the general population. We are frequently mentioned by world-class media, including the BBC, CNN, and other |
• | Organic and Viral Growth Driven by Network Effects. As a pioneer in the LGBTQ social networking space, we have benefited from a substantial first mover advantage and reached a scale that continues to propel the viral growth of our business, brand awareness, and user acquisition. Leveraging this strong brand awareness and significant user network, our historical growth has been driven primarily by network effects, including strong word of mouth referrals and other organic means. The large scale of our user base offers ample opportunities for potential connections and leads to a better experience for our users. The superior user experience of our products and services attracts more users to our platform and increases our rankings in search engines and app stores. As a result, we believe we achieve a higher frequency of word-of-mouth referrals from satisfied users, which further drives our scale while maintaining low user acquisition costs. For the three months and the nine months ended September 30, 2022 and 2021, sales and marketing, excluding personnel-related expenses, comprised 2.3%, 1.6%, 1.1%, 0.9%, respectively, of our revenue over the same time period. In the years ended December 31, 2021, 2020 and 2019, sales and marketing, excluding personnel-related expenses, comprised 0.9%, 3.2% and 2.8% respectively, of our revenue over the same time period. |
• | Superior User Experience. We believe the superior user experience we offer distinguishes us from our competitors. We have devoted substantial resources to continuously improving our products and services and enhancing the user experience. We emphasize technology and product innovations based on robust data compiled from product usage, competitive studies, customer feedback, and our industry experience. Our geolocation technology, grid display interface, complex filter functions, and other innovative features and functionalities enable users to discover and connect to each other effortlessly and seamlessly. Our profiles spent an average of 61 minutes per day each on the Grindr App in December 2021, which ranks us number one among apps targeting the LGBTQ community, according to the Frost & Sullivan Study commissioned by Legacy Grindr. |
• | Strong Margins and Profitable Business Model. Our business model generates strong margins and high cash flow given our revenue model and low paid user acquisition spend. Our margins have increased over time as a result of scaling revenue and achievement of cost efficiencies, despite continual investment in our brand, product, technology, and anti-abuse platform. In the year ended December 31, 2021, our Adjusted EBITDA Margin was 52.8%, and in the year ended December 31, 2020, our Adjusted EBITDA Margin was 48.5%. For the three months ended September 30, 2022 and 2021, our Adjusted EBITDA Margin was 47.7% and 53.6%, respectively. For the nine months ended September 30, 2022 and 2021, our Adjusted EBITDA Margin was 46.8% and 53.3%, respectively. |
• | Expand Monetization Capabilities. We believe we can improve our monetization capabilities by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below: |
• | Grow Our User Base. We plan to deepen our penetration in our current markets, including in our key established markets such as the United States and Europe. We will continue to introduce additional features that boost user engagement, increase retention, and stimulate existing users to make word-of-mouth referrals. We also plan to enhance our marketing initiatives in these core regions. We also plan to grow our user base by targeting geographic regions outside of our current core markets that have a large number of untapped potential users and fast-growing economies. In order to attract users in these new markets, we may offer innovative and customized products and services and features adapted to specific market conditions and demands. To supplement our organic user growth, we plan to selectively invest in paid online channels, digital video channels and, where appropriate, offline channels, to further improve our penetration and market share in certain markets. |
• | Continue to Innovate and Develop New Features. We plan to continue to improve our products and services and introduce new features and functions for better user experiences and higher user engagement. These features and functions may be broadly implemented or strategically targeted at select regions. For example, we recently released tags globally in the first quarter of 2022, a feature designed to allow our users to filter and find people with specific interests highlighted on user profiles. We evaluate new functions and features in small target audiences and then roll out features with high test ratings to the larger global user base. For example, we recently released private albums first in Australia and New Zealand. After collecting initial feedback and improving the product, we released it globally in 2022. We will also continue to enhance user experiences and engagement by continuously improving our existing features and functions, including through optimization of stability, loading speed, and user interface design. |
• | Diversify Our Products and Services and Platform. We will continue to diversify our offerings both vertically and horizontally. Our global reach and scale have given us insights into the unique challenges our user base experiences. We believe these insights will enable us to diversify our product into other areas that touch or concern our users. We are in the early stages of building a web-based product that will allow our privacy-focused users a way to use our product without downloading an app through an app ecosystem. Additionally, we are collaborating with several partners in related industries to explore complementary functions and products and services to serve the core social interaction needs of our users. |
• | Invest in Machine Learning and Data Science. We will continue to invest in data to improve our product, protect our users, fight abuse and spam on our platform, and attract new users. We believe our efforts in machine learning and data science will help our users have more successful connections and improve the overall experience on our platform. |
• | Pursue Strategic Investments and Acquisitions. In addition to organic growth, we also plan to make strategic investments and acquisitions in targeted markets. We are continually seeking opportunities for potential strategic investments in, or acquisitions of, related or complementary businesses to help build a stronger social ecosystem for the LGBTQ community. |
• | Location-based Technologies. We have built a large-scale location search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community. This scale and accuracy of our system differentiates us from competitors. Our technology manages millions of users’ real-time locations every second of every day. We have developed a carefully optimized system capable of handling thousands of location update requests as well as thousands of location search requests per second at the same time. The system powers the main cascade user interface in our Grindr App where a user sees others who are also using the Grindr App at that moment based on distance and filter criteria. |
• | Data Management, Protection, and Privacy. We process over ten terabytes of user data generated on our platform on a daily basis; from that we persist over seven terabytes of data per day. In order to do this, we have built our own data warehouse infrastructure on top of world class third-party platforms. We have also built and deployed tools that allow for easy data summarization, ad hoc querying, and analysis of large datasets. These technologies help us provide each user with a personalized experience. |
• | Our Information Security and Data Protection Program closely aligns with the National Institute of Standards and Technologies’ (“NIST”) Cybersecurity Framework. In order to protect our data estate we have devised many procedures and controls to ensure our data is confidential, available, and maintains integrity. The level of controls utilized to maintain confidentiality, availability, and integrity of our data is based upon a data matrix that takes into account the sensitivity and criticality of the data. Our controls implore the usage of industry standard one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit. |
• | Access to data stores are made available by the usage of a virtual private network (“VPN”) device and is further gated by role-based access controls of privileged accounts. If data access is required for business reasons, it is granted to a specific individual for a specific data asset. All permission requests are approved by a data custodian and all access is monitored and reviewed on a regular basis. |
• | Large-scale Infrastructure. We have invested considerable resources and investments on our underlying architecture to serve more than a billion daily application programmable interface (“API”) requests. We have also invested resources in adopting container technologies, which allow us to scale our backend systems more easily. We run services in multiple availability zones (data centers) for redundancy. As a cloud-first company, everything we build is designed to scale and run in a stateless environment. Externally, we process over four billion API requests per day. During February 2022, we processed over 12 billion messages per day. We believe these systems will easily continue to scale as we grow. |
• | Client first technologies. Our APIs are designed to support real-time product features agnostic of the clients (mobile or web). We believe in the approach of build once and leverage across several clients to deliver superior uniform user experience. It’s common for users to switch between devices and other mediums and this system ensures our users can pick up where they left off. |
• | Automated Review. We implement preventative technologies to help mitigate risks of user misbehavior. We automatically scan profiles upon creation and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines. Our algorithms and automations remove many malicious profiles before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system which allows our users to have a manual human review of any automated decision. |
• | Manual Review. Our experienced human reviewers play an integral role in our moderation process. As of September 30, 2022,we utilized a team of content review personnel dedicated to moderating content on the Grindr App. We believe empathy with and understanding of our community is key to making good moderation decisions. In addition to general moderation training, our moderators regularly receive specific training on bias, gender, microaggressions, and discrimination, to help them make as fair and equitable decisions as possible. In addition to removing and blocking profiles and illicit content, our moderators reinforce our Community Guidelines to our users through our in-app warning system, which reminds our users of our expectations before their behavior escalates. |
• | Community Feedback. Our engaged user base also helps us maintain a safe, positive, and inclusive community. Through in-app tools, we encourage users to report inappropriate content and misbehavior. |
• | Online Initiatives. We attract new users and generate brand awareness through data and insight-driven content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. In addition, we leverage the Grindr App’s internal marketing tools and capabilities to connect external brands with our user base, and to drive awareness for our own new features and initiatives. We also partner with G4E to provide in-kind donations of digital marketing inventory to LGBTQ community groups around the world. We regularly reassess growth opportunities across all of our organic, owned and operated, and paid channels. To date, relatively little paid online user acquisition has been required for us to grow, given our brand awareness and word-of-mouth referrals. |
• | Offline Initiatives. We organize and participate in a variety of offline events to increase brand awareness and underscore commitment to the LGBTQ community. These events can also provide opportunities for monetization through sponsorships. Examples include WorldPride sponsorships in New York and Copenhagen, the Outfest premier of our first original scripted web series Bridesman, annual activations at |
(1) | registration of 64 domain names; |
(2) | over 50 trademarks and 5 trademark applications; |
(3) | 12 copyright registrations; and |
(4) | 6 patents and 1 patent application. |
Name | | | Age | | | Position |
Executive Officers and Director | | | | | ||
George Arison | | | | | Chief Executive Officer, Director | |
Vandana Mehta-Krantz | | | 55 | | | Chief Financial Officer |
Austin “AJ” Balance | | | 35 | | | Chief Product Officer |
Non-Employee Directors | | | | | ||
G. Raymond Zage, III | | | 52 | | | Director |
James Fu Bin Lu | | | 40 | | | Chairperson, Director |
J. Michael Gearon, Jr. | | | 57 | | | Director |
Daniel Brooks Baer | | | 45 | | | Director |
Meghan Stabler | | | | | Director | |
Gary I. Horowitz | | | 65 | | | Director |
Maggie Lower | | | 47 | | | Director |
Nathan Richardson | | | 51 | | | Director |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($)(2) | | | Option Awards ($)(3) | | | Total ($) |
Jeffrey C. Bonforte Former Chief Executive Officer | | | 2021 | | | 375,000 | | | — | | | — | | | 375,000 |
Gary C. Hsueh Former Chief Financial Officer | | | 2021 | | | 370,833 | | | — | | | — | | | 370,833 |
Austin “AJ” Balance Chief Product Officer | | | 2021 | | | 28,409 | | | 25,000 | | | 1,767,000 | | | 1,820,409 |
(1) | Represent amounts earned during the year ended December 31, 2021, whether or not paid in 2021. |
(2) | Represents the sign-on bonus Mr. Balance earned in 2021 pursuant to the terms of his offer letter from us, as described under the section titled “—Executive Compensation Arrangements—Austin “AJ” Balance.” |
(3) | The amount reported in this column does not reflect the amount actually received by Mr. Balance. Instead, the amount reflects the aggregate grant date fair value of the option award granted to Mr. Balance during 2021, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. As required by SEC rules, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions. Please see Note 15 to Legacy Grindr’s audited financial statements for the year ended December 31, 2021 included elsewhere in this prospectus for further information. |
Name | | | Grant Date | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested |
Jeffrey C. Bonforte(1) | | | 6/10/2020 | | | 12/31/2021 | | | — | | | — | | | — | | | 861,327 | | | $3,875,972 |
Gary C. Hsueh(1) | | | 6/10/2020 | | | 12/31/2021 | | | — | | | — | | | — | | | 861,327 | | | $3,875,972 |
Austin “AJ” Balance(2) | | | 12/07/2021 | | | 12/03/2022 | | | 300,000 | | | 5.89 | | | 12/07/2028 | | | — | | | — |
(1) | Represented Series P profit units (“Series P Units”) granted by SVEJV to Catapult Goliath LLC (“Catapult Goliath”) on June 10, 2020, and indirectly owned by Messrs. Bonforte and Hsueh through their respective ownership interests in Catapult Goliath, in exchange for providing service to the Company under a consulting agreement between SVEJV and Catapult Goliath through December 31, 2023. The vesting requirements for the Series P Units consist of requisite service under the consulting agreement through December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVEJV determines that Catapult Goliath has addressed certain critical issues as described in the grant agreement by December 31, 2020 (which SVEJV determined had been addressed by Catapult Goliath prior to such date), and (2) 20%, 30%, and 30% will vest if EBITDA for Grindr reached a certain level for the each of the years ending December 31, 2021, December 31, 2022 and December 31, 2023, respectively. On May 9, 2022, SVEJV and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was amended to time-based vesting from the date of the amendment through December 31, 2022. In connection with the Business Combination, the Series P Units were converted into Legacy Grindr Series X Ordinary Units and Catapult Goliath was liquidated and its holdings were distributed to its ultimate beneficiaries, including Messrs. Bonforte and Hsueh. Pursuant to the Merger Agreement, such Legacy Grindr Series X Ordinary Units were converted at the Closing into our Common Stock using the applicable exchange ratio specified in the Merger Agreement. |
(2) | The option award was granted with a per share exercise price equal to the fair market value of one share of Legacy Grindr’s Series X Ordinary Units on the date of grant, as determined in good faith by Legacy Grindr’s board of managers, and vests as to 25% of the Legacy Grindr Series X Ordinary Units subject thereto on the first anniversary of the grant date, and 6.25% of the Legacy Grindr Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of Legacy Grindr’s Series X Ordinary Units subject to Mr. Balance’s option, reflect the actual exercise price and number of units, respectively, as of December 31, 2021. At the Closing the option award was converted into an option covering our Common Stock with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement to reflect the Business Combination. |
Name | | | Fees Earned or Paid in Cash ($) | | | All Other Compensation ($) | | | Total ($) |
James Fu Bin Lu(1) | | | 350,000 | | | — | | | 350,000 |
J. Michael Gearon, Jr | | | — | | | — | | | — |
Sam Yagan | | | — | | | — | | | — |
(1) | In June 2020, Grindr entered into a director services agreement with James Fu Bin Lu. Prior to terminating in connection with the Business Combination, the agreement entitled Mr. Lu to an annual fee of $350,000, to be paid on a quarterly basis, for the services he provides as a director to Grindr. |
Name and Address of Beneficial Owner(1) | | Number of Shares of Common Stock | | Percentage of Shares of Common Stock(2) | | Number of Shares of Common Stock | | Percentage of Shares of Common Stock(2) | ||||
5% Holders | | | | | ||||||||
The 1997 Gearon Family Trust(3) | | 15,468,109 | | 8.9% | | 15,468,109 | | 8.9% | ||||
Ashish Gupta(4) | | 14,084,055 | | 7.9% | | 14,084,055 | | 7.9% | ||||
Jeremy Leonard Brest(5) | | 10,548,557 | | 6.1% | | 10,548,557 | | 6.1% | ||||
Directors and Executive Officers | | | | | ||||||||
George Arison | | — | | — | | — | | — | ||||
Vandana Mehta-Krantz | | — | | — | | — | | — | ||||
Austin Balance | | — | | — | | — | | — | ||||
Raymond Zage, III(6) | | 94,011,409 | | 49.5% | | 94,726,048 | | 49.9% | ||||
James Fu Bin Lu(7) | | 40,316,686 | | 23.1% | | 40,059,204 | | 22.9% | ||||
J. Michael Gearon, Jr.(3) | | 15,468,109 | | 8.9% | | 15,468,109 | | 8.9% | ||||
Daniel Brooks Baer | | — | | — | | — | | — | ||||
Meghan Stabler | | — | | — | | — | | — | ||||
Gary I. Horowitz | | — | | — | | — | | — | ||||
Maggie Lower | | — | | — | | — | | — | ||||
Nathan Richardson | | — | | — | | — | | — |
Name and Address of Beneficial Owner(1) | | Number of Shares of Common Stock | | Percentage of Shares of Common Stock(2) | | Number of Shares of Common Stock | | Percentage of Shares of Common Stock(2) | ||||
All Company directors and executive officers as a group (eleven individuals) | | 130,580,590 | | 81.4% | | 150,253,361 | | 81.7% |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is c/o Grindr Inc., 750 N San Vicente Blvd Ste RE1400, West Hollywood, CA 90069. |
(2) | In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Common Stock held by such beneficial owners and the number of shares of Common Stock issuable upon the exercise of a Warrant or options and (b) the denominator is calculated by adding the aggregate number of shares of Common Stock outstanding and the number of shares Common Stock issuable upon the exercise of Warrants or options held by such beneficial owner, if any (but not the number of shares of Common Stock issuable upon the exercise of Warrants or options held by any other beneficial owner). |
(3) | Consists of (i) 14,948,334 shares of Common Stock and (ii) 519,775 Warrants, the record holder of all of which is 28th Street Ventures, LLC, a Georgia limited liability company (“28th Street”). Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to beneficially own the securities owned by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339. |
(4) | Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315. |
(5) | Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634. |
(6) | Consists of (i) |
(7) | Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH, and (iii) an option to acquire 554,639 shares of Common Stock within 60 days |
| | Shares of Common Stock | | Warrants to Purchase Common Stock | | | Shares of Common Stock | | Warrants to Purchase Common Stock | |||||||||||||||||||||||||||||||||||||||
Name of Selling Securityholder | | Number Beneficially Owned Prior to Offering | | Number Registered for Sale Hereby | | Number Beneficially Owned After Offering | | Percent Owned After Offering | | Number Beneficially Owned Prior to Offering | | Number Registered for Sale Hereby | | Number Beneficially Owned After Offering | | Percent Owned After Offering | | Number Beneficially Owned Prior to Offering | | Number Registered for Sale Hereby | | Number Beneficially Owned After Offering | | Percent Owned After Offering | | Number Beneficially Owned Prior to Offering | | Number Registered for Sale Hereby | | Number Beneficially Owned After Offering | | Percent Owned After Offering | ||||||||||||||||
James Fu Bin Lu(1) | | 40,316,686 | | 40,316,686 | | 40,316,686 | | 23.1% | | 1,336,124 | | 1,336,124 | | 1,336,124 | | 3.6% | | 40,059,204 | | 40,059,204 | | 40,059,204 | | 22.9% | | 1,336,124 | | 1,336,124 | | 1,336,124 | | 3.6% | ||||||||||||||||
G. Raymond Zage, III(2) | | 94,011,409 | | 94,011,409 | | 94,011,409 | | 49.5% | | 16,423,762 | | 16,423,762 | | 16,423,762 | | 44.0% | | 94,726,048 | | 94,726,048 | | 94,726,048 | | 49.9% | | 16,423,762 | | 16,423,762 | | 16,423,762 | | 44.0% | ||||||||||||||||
J. Michael Gearon, Jr.(3) | | 15,468,109 | | 15,468,109 | | 15,468,109 | | 8.9% | | 519,775 | | 519,775 | | 519,775 | | 1.4% | | 15,468,109 | | 15,468,109 | | 15,468,109 | | 8.9% | | 519,775 | | 519,775 | | 519,775 | | 1.4% | ||||||||||||||||
Ashish Gupta(4) | | 14,084,055 | | 14,084,055 | | 14,084,055 | | % | | 4,899,887 | | 4,899,887 | | 4,899,887 | | 13.1% | | 14,084,055 | | 14,084,055 | | 14,084,055 | | 7.9% | | 4,899,887 | | 4,899,887 | | 4,899,887 | | 13.1% | ||||||||||||||||
Jeremy Leonard Brest(5) | | 10,548,557 | | 10,548,557 | | 10,548,557 | | 6.1% | | 354,464 | | 354,464 | | 354,464 | | * | | 10,548,557 | | 10,548,557 | | 10,548,557 | | 6.1% | | 354,464 | | 354,464 | | 354,464 | | * | ||||||||||||||||
David Ryan(6) | | 20,000 | | 20,000 | | 20,000 | | 7.9% | | — | | — | | — | | — | | 20,000 | | 20,000 | | 20,000 | | * | | — | | — | | — | | — | ||||||||||||||||
Carman Wong(6) | | 20,000 | | 20,000 | | 20,000 | | * | | — | | — | | — | | — | | 20,000 | | 20,000 | | 20,000 | | * | | — | | — | | — | | — | ||||||||||||||||
Ben Falloon(6) | | 20,000 | | 20,000 | | 20,000 | | * | | — | | — | | — | | — |
| | Shares of Common Stock | | | Warrants to Purchase Common Stock | |||||||||||||||||||
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Ben Falloon(6) | | | 20,000 | | | 20,000 | | | 20,000 | | | * | | | — | | | — | | | — | | | — |
* | Less than one percent. |
(1) | Mr. Lu is the chairperson of our board of directors. Consists of (i) 38,425,923 shares of Common Stock held by Longview Capital SVH LLC, a Washington limited liability company (“Longview SVH”), (ii) 1,336,124 Warrants held by Longview SVH and (iii) an option to acquire |
(2) | Mr. Zage is a member of our board of directors. Mr. Zage was also the former chairman and Chief Executive Officer of Tiga and resigned in connection with the Business Combination. Consists of (i) 72,006,333 shares of Common Stock held by Tiga SVH Investments Limited, a Cayman Islands company (“Tiga SVH”), (ii) 2,503,762 Warrants held by Tiga SVH, (iii) |
(3) | Mr. Gearon is a member of our board of directors. Consists of (i) 14,948,334 shares of Common Stock held by 28th Street Ventures LLC, a Georgia limited liability company (“28th Street”) and (ii) 519,775 Warrants held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust, by virtue of each of their 50% beneficial ownership of 28th Street, may be deemed to have the right to exercise voting and investment power over the securities held by 28th Street. Mr. Gearon and The 1997 Gearon Family Trust disclaim any beneficial ownership of the securities held by 28th Street, respectively, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for 28th Street, Mr. Gearon and The 1997 Gearon Family Trust is 3350 Riverwood Parkway, Suite 425, Atlanta, GA 30339. |
(4) | Mr. Gupta was a former director and President of Tiga and resigned in connection with the Business Combination. Consists of (i) 9,184,168 shares of Common Stock and (ii) 4,899,887 Warrants held by Mr. Gupta. Mr. Gupta has pledged 7,474,168 shares of Common Stock and 259,887 Warrants to certain lenders in connection with a financing arrangement. The business address for Mr. Gupta is Ocean Financial Centre, Level 40, 10 Collyer Quay, Singapore 049315. |
(5) | Consists of (i) 10,194,093 shares of Common Stock and (ii) 354,464 Warrants, all of which have been pledged to certain lenders in connection with a financing arrangement. The business address for Mr. Brest is 20A Cluny Park, Singapore 259634. |
(6) | Messrs. Ryan and Falloon and Ms. Wong were former directors of Tiga and resigned in connection with the Business Combination. |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | The issuance of new term loan facilities through a modification of the existing Legacy Grindr Credit Agreement in connection with the Business Combination shown below (“New Debt”). |
• | In connection with the acquisition of Legacy Grindr in 2020, the San Vicente Entities as of September 30, 2022, had a cash obligation to pay $155.0 million on June 20, 2023 to Kunlun. This obligation was recorded by the San Vicente Entities at the present value of these payments due in the future (“Deferred Payment”). The Deferred Payment was recorded as a liability by SV Acquisition and in connection with the SV Consolidation was contributed to Legacy Grindr as an adjustment to equity. The Deferred Payment was fully settled in connection with Closing. For further information on the Deferred Payment refer to Note 3 of Legacy Grindr’s historical audited financial statements for the year ended December 31, 2021, incorporated herein by reference. |
| | Pro Forma Combined(7) | ||||
| | Number of Shares | | | % Ownership | |
Sponsor and certain affiliates(1)(2) | | | 6,900,000 | | | 4.0% |
Public Shareholders(3) | | | 485,233 | | | 0.2% |
Forward purchase shareholders(4) | | | 10,000,000 | | | 5.8% |
Former Legacy Grindr unitholders(5)(6) | | | 156,139,170 | | | 90.0% |
Total | | | 173,524,403 | | | 100.0% |
(1) | Reflects 6,840,000 of founder shares held by Tiga’s Sponsor and 60,000 founder shares held by independent directors that converted into Domesticated Tiga Common Stock at the Domestication, then into Grindr Common Stock upon Closing. |
(2) | Excludes 18,560,000 of private placement warrants as the warrants are not in the money at Closing. Excludes 1,780,000 of private placement warrants available to be issued in the event the $1.8 million related party note disclosed in Tiga’s historical financial statements is converted to warrants upon Closing. The related party note was repaid in cash in connection with the Closing as the conversion price was approximately 145% higher than the value of the warrants as of the Closing. |
(3) | Excludes 13,800,000 public warrants as the warrants are not in the money at Closing. |
(4) | Reflects the sale and issuance of 10,000,000 shares of Grindr Common Stock to certain |
(5) | Excludes 5,100,637 shares of Grindr Common Stock issued to the former Legacy Grindr unitholders for their historical option awards which were converted at the Exchange Ratio. The former Legacy Grindr unitholders figures include 6,497,591 shares of Grindr Common Stock associated with the Series P share based compensation units described in “Beneficial Ownership of Securities”. |
(6) | Reflects distributions to former Legacy Grindr unitholders of $283.8 million. Grindr and Kunlun entered into an agreement to settle the Deferred Payment within ten business days of the Closing. These distributions combined with the $83.3 million distributions paid as disclosed in the Statements of Members’ Equity in Legacy Grindr’s historical unaudited financial statements make up the total distribution as referenced in the Merger Agreement of $367.1 million. |
(7) | Reflects redemptions of 27,114,767 public Tiga Class A ordinary shares in connection with the transaction at approximately $10.50 per share based on trust account figures prior to the Closing on November 18, 2022. |
| | Tiga (Historical) | | | Grindr (Historical) | | | SV Consolidation | | | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | |||
Assets | | | | | | | | | | | | | | | |||||||
Current assets: | | | | | | | | | | | | | | | |||||||
Cash and cash equivalents | | | $100 | | | $27,236 | | | $— | | | | | $170,800 | | | (2) | | | $3,890 | |
| | | | | | — | | | | | (4,137) | | | (3) | | | |||||
| | | | | | — | | | | | (1,780) | | | (4) | | | |||||
| | | | | | — | | | | | 289,755 | | | (5) | | | |||||
| | | | | | — | | | | | (21,654) | | | (6) | | | |||||
| | | | | | — | | | | | 100,000 | | | (8) | | | |||||
| | | | | | — | | | | | (128,800) | | | (9) | | | |||||
| | | | | | — | | | | | 12,031 | | | (10) | | | |||||
| | | | | | — | | | | | (155,000) | | | (11) | | | |||||
| | | | | | — | | | | | (284,661) | | | (16) | | | |||||
Accounts receivable, net of allowances | | | — | | | 18,433 | | | — | | | | | — | | | | | 18,433 | ||
Prepaid expenses | | | 47 | | | 4,336 | | | — | | | | | — | | | | | 4,383 | ||
Deferred charges | | | — | | | 3,749 | | | — | | | | | — | | | | | 3,749 | ||
Other current assets | | | — | | | 8,087 | | | — | | | | | (8,086) | | | (6) | | | 1 | |
Total current assets | | | 147 | | | 61,841 | | | — | | | | | (31,532) | | | | | 30,456 | ||
Restricted cash | | | — | | | 1,392 | | | — | | | | | — | | | | | 1,392 | ||
Investments held in Trust Account | | | 288,842 | | | — | | | — | | | | | (288,842) | | | (5) | | | — | |
Property and equipment, net | | | — | | | 2,134 | | | — | | | | | — | | | | | 2,134 | ||
Capitalized software development costs, net | | | — | | | 6,916 | | | — | | | | | — | | | | | 6,916 | ||
Intangible assets, net | | | — | | | 113,335 | | | — | | | | | — | | | | | 113,335 | ||
Goodwill | | | — | | | 258,619 | | | 17,084 | | | (1a) | | | — | | | | | 275,703 | |
Deposits and other assets | | | — | | | 761 | | | — | | | | | — | | | | | 761 | ||
Total assets | | | $288,989 | | | $444,998 | | | $17,084 | | | | | $(320,374) | | | | | $430,697 | ||
| | | | | | | | | | | | | | ||||||||
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | |||||||
Current liabilities: | | | | | | | | | | | | | | | |||||||
Accounts payable | | | $— | | | $1,913 | | | $— | | | | | $(792) | | | (6) | | | $1,121 | |
Accrued expenses and other current liabilities | | | 7,761 | | | 10,429 | | | (35) | | | (1b) | | | (8,119) | | | (6) | | | 10,036 |
Related party payable | | | 1,780 | | | — | | | — | | | | | (1,780) | | | (4) | | | — | |
Current Deferred Payment | | | — | | | — | | | 140,093 | | | (1c) | | | (140,093) | | | (11) | | | — |
Debt, current | | | — | | | 5,040 | | | — | | | | | 8,908 | | | (2) | | | 13,948 | |
Deferred revenue | | | — | | | 18,732 | | | — | | | | | — | | | | | 18,732 | ||
Total current liabilities | | | 9,541 | | | 36,114 | | | 140,058 | | | | | (141,876) | | | | | 43,837 | ||
Debt, non-current | | | — | | | 189,663 | | | — | | | | | 161,892 | | | (2) | | | 347,418 | |
| | | | | | — | | | | | (4,137) | | | (3) | | | |||||
Deferred Payment | | | — | | | — | | | — | | | | | — | | | | | — | ||
Deferred tax liabilities | | | — | | | 17,317 | | | 3,127 | | | (1b) | | | (3,127) | | | (11) | | | 17,317 |
Forward Purchase Agreement liability | | | 8,079 | | | — | | | — | | | | | (8,079) | | | (8) | | | — | |
Warrant liability | | | 22,328 | | | — | | | — | | | | | 3,450 | | | (8) | | | 25,778 | |
Deferred underwriting fee liability | | | 9,660 | | | — | | | — | | | | | (9,660) | | | (7) | | | — | |
Other non-current liabilities | | | — | | | 169 | | | — | | | | | — | | | | | 169 | ||
Total liabilities | | | 49,608 | | | 243,263 | | | 143,185 | | | | | (1,537) | | | | | 434,519 | ||
Commitments and contingencies: | | | | | | | | | | | | | | | |||||||
Class A ordinary shares subject to possible redemption | | | 288,842 | | | — | | | — | | | | | (4,181) | | | (12) | | | — | |
| | | | | | | | | | (284,661) | | | (16) | | | ||||||
Equity: | | | | | | | | | | | | | | | |||||||
Preference shares | | | — | | | — | | | — | | | | | — | | | | | — | ||
Common Stock (par value $0.0001 per share) | | | — | | | — | | | — | | | | | 1 | | | (8) | | | 18 | |
| | | | | | — | | | | | 16 | | | (13) | | | |||||
| | | | | | — | | | | | — | | | (12) | | | |||||
| | | | | | — | | | | | 1 | | | (14) | | | |||||
Ordinary units | | | — | | | 1 | | | (1) | | | (1d) | | | — | | | | | ||
Class A ordinary shares | | | — | | | — | | | — | | | | | — | | | | | — | ||
Class B ordinary shares | | | 1 | | | — | | | — | | | | | (1) | | | (14) | | | — | |
Additional paid-in-capital | | | — | | | 211,972 | | | (126,100) | | | (1d) | | | 104,628 | | | (8) | | | 19,951 |
| | | | | | — | | | | | (128,800) | | | (9) | | | |||||
| | | | | | — | | | | | (19,056) | | | (6) | | | |||||
| | | | | | — | | | | | (16) | | | (13) | | | |||||
| | | | | | — | | | | | 4,181 | | | (12) | | | |||||
| | | | | | — | | | | | (49,462) | | | (15) | | | |||||
| | | | | | — | | | | | 12,031 | | | (10) | | | |||||
| | | | | | | | | | 9,660 | | | (7) | | | ||||||
| | | | | | — | | | | | 913 | | | (5) | | | |||||
Accumulated deficit | | | (49,462) | | | (10,238) | | | — | | | | | (1,773) | | | (6) | | | (23,791) | |
| | | | | | — | | | | | (11,780) | | | (11) | | | |||||
| | | | | | — | | | | | 49,462 | | | (15) | | | |||||
Total shareholders’ equity (deficit) | | | (49,461) | | | 201,735 | | | (126,101) | | | | | (29,995) | | | | | (3,822) | ||
Total liabilities and shareholders’ equity (deficit) | | | $288,989 | | | $444,998 | | | $17,084 | | | | | $(320,374) | | | | | $430,697 |
| | Tiga (Historical) | | | Grindr (Historical) | | | SV Consolidation | | | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | |||
Revenue | | | $— | | | $140,487 | | | $— | | | | | $— | | | | | $140,487 | ||
Operating cost and expense: | | | | | | | | | | | | | | | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | — | | | 36,758 | | | — | | | | | — | | | | | 36,758 | ||
Selling, general and administrative expense | | | — | | | 53,822 | | | — | | | | | 8,976 | | | (18) | | | 62,798 | |
Product development expense | | | — | | | 11,981 | | | — | | | | | — | | | | | 11,981 | ||
Depreciation and amortization | | | — | | | 27,215 | | | — | | | | | — | | | | | 27,215 | ||
Operating costs | | | 8,976 | | | — | | | — | | | | | (8,976) | | | (18) | | | — | |
Total operating cost and expense | | | 8,976 | | | 129,776 | | | — | | | | | — | | | | | 138,752 | ||
Income (loss) from operations | | | (8,976) | | | 10,711 | | | — | | | | | — | | | | | 1,735 | ||
Other income (expense): | | | | | | | | | | | | | | | |||||||
Interest income (expense), net | | | — | | | (10,998) | | | (19,155) | | | (17a) | | | (13,561) | | | (19) | | | (24,559) |
| | | | | | — | | | | | 19,155 | | | (20) | | | |||||
Other (expense) income, net | | | — | | | (329) | | | — | | | | | — | | | | | (329) | ||
Interest earned on investments held in Trust Account | | | 1,702 | | | — | | | — | | | | | (1,702) | | | (21) | | | — | |
Fair value of private placement warrants in excess of purchase price | | | (81) | | | — | | | — | | | | | — | | | | | (81) | ||
Change in fair value of warrant liabilities | | | 1,733 | | | — | | | — | | | | | 100 | | | (22) | | | 1,833 | |
Change in fair value of forward purchase agreement liabilities | | | (3,071) | | | — | | | — | | | | | 3,071 | | | (22) | | | — | |
Total other income (expense) | | | 283 | | | (11,327) | | | (19,155) | | | | | 7,063 | | | | | (23,136) | ||
Net income (loss) before income tax | | | (8,693) | | | (616) | | | (19,155) | | | | | 7,063 | | | | | (21,401) | ||
Income tax provision (benefit) | | | — | | | 3,727 | | | (4,919) | | | (17b) | | | 1,219 | | | (23) | | | 27 |
Net income (loss) | | | $(8,693) | | | $(4,343) | | | $(14,236) | | | | | $5,844 | | | | | $(21,428) | ||
| | | | | | | | | | | | | | ||||||||
Pro Forma Earnings Per Share | | | | | | | | | | | | | | | |||||||
Basic | | | | | | | | | | | | | | | $(0.12) | ||||||
Diluted | | | | | | | | | | | | | | | $(0.12) | ||||||
Pro Forma Number of Shares Used in Computing EPS | | | | | | | | | | | | | | | |||||||
Basic (#) | | | | | | | | | | | | | | | 173,524,403 | ||||||
Diluted (#) | | | | | | | | | | | | | | | 173,524,403 |
| | Tiga (Historical) | | | Grindr (Historical) | | | SV Consolidation | | | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | |||
Revenue | | | $— | | | $145,833 | | | $— | | | | | $— | | | | | $145,833 | ||
Operating cost and expense: | | | | | | | | | | | | | | | |||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | — | | | 37,358 | | | — | | | | | — | | | | | 37,358 | ||
Selling, general and administrative expense | | | — | | | 30,618 | | | — | | | | | 1,761 | | | (18) | | | 32,379 | |
Product development expense | | | — | | | 10,913 | | | — | | | | | — | | | | | 10,913 | ||
Depreciation and amortization | | | — | | | 43,234 | | | — | | | | | — | | | | | 43,234 | ||
Operating costs | | | 1,761 | | | — | | | — | | | | | (1,761) | | | (18) | | | — | |
Total operating cost and expense | | | 1,761 | | | 122,123 | | | — | | | | | — | | | | | 123,884 | ||
Income (loss) from operations | | | (1,761) | | | 23,710 | | | — | | | | | | | | | 21,949 | |||
Other income (expense): | | | | | | | | | | | | | | | |||||||
Interest income (expense), net | | | — | | | (18,698) | | | (26,597) | | | (17a) | | | (19,981) | | | (19) | | | (38,679) |
| | — | | | | | | | | | 26,597 | | | (20) | | | |||||
Other (expense) income, net | | | — | | | 1,288 | | | — | | | | | (11,780) | | | (24) | | | (12,265) | |
| | — | | | | | | | | | (1,773) | | | (25) | | | |||||
Interest earned on investments held in Trust Account | | | 85 | | | — | | | — | | | | | (85) | | | (21) | | | — | |
Change in fair value of warrant liabilities | | | 23,121 | | | — | | | — | | | | | 4,553 | | | (22) | | | 27,674 | |
Change in fair value of forward purchase agreement liabilities | | | 1,750 | | | — | | | — | | | | | (1,750) | | | (22) | | | — | |
Total other income (expense) | | | 24,956 | | | (17,410) | | | (26,597) | | | | | (4,219) | | | | | (23,270) | ||
Net income (loss) before income tax | | | 23,195 | | | 6,300 | | | (26,597) | | | | | (4,219) | | | | | (1,321) | ||
Income tax provision (benefit) | | | — | | | 1,236 | | | (5,985) | | | (17b) | | | (6,572) | | | (23) | | | (11,321) |
Net income (loss) | | | $23,195 | | | $5,064 | | | $(20,612) | | | | | $2,353 | | | | | $10,000 | ||
| | | | | | | | | | | | | | ||||||||
Pro Forma Earnings Per Share | | | | | | | | | | | | | | | |||||||
Basic | | | | | | | | | | | | | | | $0.06 | ||||||
Diluted | | | | | | | | | | | | | | | $0.06 | ||||||
Pro Forma Number of Shares Used in Computing EPS | | | | | | | | | | | | | | | |||||||
Basic (#) | | | | | | | | | | | | | | | 173,524,403 | ||||||
Diluted (#) | | | | | | | | | | | | | | | 173,580,739 |
1. | Basis of Presentation |
○ | the historical unaudited financial statements of Tiga as of and for the three and nine months ended September 30, 2022 and the historical audited financial statements of Tiga as of and for the year ended December 31, 2021; |
○ | the historical unaudited condensed consolidated financial statements of Legacy Grindr as of and for the three and nine months ended September 30, 2022 and the historical audited consolidated financial statements of Legacy Grindr as of and for the year ended December 31, 2021; and |
○ | other information relating to Tiga and Legacy Grindr included elsewhere in this prospectus. |
2. | Adjustments to Unaudited Pro Forma Combined Financial Information |
1. | Reflects the contribution of the San Vicente Entities from the SV Consolidation as a contribution of assets and liabilities between entities under common control. This transfer of assets between entities under common control does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements. The Company considered the following factors in making this determination: the San Vicente Entities are considered non-substantive holding companies, the Legacy Grindr management structure will remain in place subsequent to the SV Consolidation, and the discussion of the business in this Registration Statement centers around Legacy Grindr, not the San Vicente Entities. The contribution of these balances is at historical cost assuming the SV Consolidation occurred on September 30, 2022. The table below reflects major balance sheet line items of both the San Vicente Entities and Legacy Grindr and excludes line items where there is no difference between the historical balances. The adjustments and their explanations are as follows: |
| | San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries (Historical) | | | Grindr (Historical) | | | SV Consolidation Adjustments | | | | | Reorganized Grindr | ||
Assets | | | | | | | | | | | |||||
Current assets: | | | | | | | | | | | |||||
Total current assets | | | 61,841 | | | 61,841 | | | — | | | | | 61,841 | |
Goodwill | | | 275,703 | | | 258,619 | | | 17,084 | | | (1a) | | | 275,703 |
Total assets | | | $462,082 | | | $444,998 | | | $17,084 | | | | | $462,082 | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | |||||
Current liabilities: | | | | | | | | | | | |||||
Accrued expenses and other current liabilities | | | 10,394 | | | 10,429 | | | (35) | | | (1b) | | | 10,394 |
Current Deferred Payment | | | 140,093 | | | — | | | 140,093 | | | (1c) | | | 140,093 |
Total current liabilities | | | 176,172 | | | 36,114 | | | 140,058 | | | | | 176,172 | |
Deferred tax liabilities | | | 20,444 | | | 17,317 | | | 3,127 | | | (1b) | | | 20,444 |
Total liabilities | | | 386,448 | | | 243,263 | | | 143,185 | | | | | 386,448 | |
Equity: | | | | | | | | | | | |||||
Ordinary units | | | — | | | 1 | | | (1) | | | (1d) | | | — |
Additional paid-in-capital | | | 119,739 | | | 211,972 | | | (92,233) | | | (1d) | | | 119,739 |
Accumulated deficit | | | (54,373) | | | (10,238) | | | (44,135) | | | (1d) | | | (54,373) |
Equity attributable to noncontrolling interest | | | 10,268 | | | — | | | 10,268 | | | (1d) | | | — |
Total shareholders’ equity (deficit) | | | 75,634 | | | 201,735 | | | (126,101) | | | | | 65,366 | |
Total liabilities and shareholders’ equity (deficit) | | | $462,082 | | | $444,998 | | | $17,084 | | | | | $462,082 |
1a. | Reflects the assumption of the historical goodwill balance from SV Acquisition’s acquisition of Legacy Grindr. The difference in goodwill is related to tax basis differences associated with the Deferred Payment at the San Vicente Entities. |
1b. | Reflects the assumption of additional historical accrued expenses and other current liabilities and deferred tax liabilities of the San Vicente Entities related to the interest expense deductibility of the Deferred Payment. |
1c. | Reflects the assumption of a liability for the Deferred Payment of $140.1 million, which represents the present value of the Deferred Payment, calculated by discounting the current $155.0 million balance due in June 2023 by 15.7%. |
1d. | Reflects the assumption of the net assets of the San Vicente Entities as an adjustment to additional paid-in-capital. Also reflects the elimination of the noncontrolling interest in Legacy Grindr at the San Vicente Entities level, as subsequent to the SV Consolidation, the San Vicente Entities will merge into Legacy Grindr. Legacy Grindr will continue to own 100% of its consolidated subsidiaries. |
2. | Reflects gross proceeds of $170.8 million from the issuance of the New Debt. |
3. | Reflects the recognition of $4.1 million of deferred financing costs associated with the issuance of the New Debt. |
4. | Reflects the cash disbursement for the $1.8 million repayment on the related party note, which was used to pay for transaction costs incurred by Tiga. |
5. | Reflects the liquidation and reclassification of $288.8 million of investments held in the trust account to cash and cash equivalents that becomes available for funding redemptions and general corporate use by Grindr. Also reflects the recognition of $0.9 million of additional investments held in the trust account at Closing compared to the balance as of September 30, 2022 in cash and cash equivalents, with an increase to additional paid in capital for the incremental investments held in the trust account at Closing. |
6. | Reflects the cash disbursement for the direct and incremental transaction costs of $21.7 million, including $18.0 million and $3.7 million paid by Tiga and Legacy Grindr, respectively in connection with the Business Combination prior to, or concurrent with the Closing. |
7. | Reflects the forfeiture of $9.7 million of deferred underwriting fees incurred during Tiga’s initial public offering and due upon the Closing. |
8. | Reflects the sale and issuance of 10,000,000 shares of Common Stock to certain |
9. | Reflects the cash distributed to former owners of Legacy Grindr through a capital distribution declared prior to the closing of the Transaction and paid at Closing of $128.8 million. |
10. | Subsequent to the latest balance sheet date, in connection with the Transaction, prior to the Closing, the Company received $12.0 million in cash from Catapult GP II to partially settle the shareholder loan which is reflected as an increase to cash of $12.0 million and an increase to additional paid-in-capital. |
11. | Reflects the $155.0 million cash payment to former unitholders of Legacy Grindr to extinguish the remaining Deferred Payment discussed in (1c), in connection with Closing. The extinguishment of the remaining Deferred Payment results in an estimated loss on extinguishment of $14.9 million reflecting the difference between the carrying value at September 30, 2022 and the settlement value of $155.0 million. Also reflects the reversal of $3.1 million of deferred tax liabilities related to the future interest expense that was to be recognized on the Deferred Payment interest accretion in (1b). |
12. | Reflects the reclassification of Tiga’s Class A ordinary shares subject to possible redemption into permanent equity and immediate conversion of 27,600,000 shares of Tiga’s Class A ordinary shares into shares of Domesticated Tiga Common Stock at Domestication, then Common Stock upon Closing, on a one-to-one basis in connection with the Business Combination. |
13. | Represents the issuance of 156,139,170 shares of Common Stock to holders of Legacy Grindr ordinary units at the Closing pursuant to the Merger Agreement to effect the reverse recapitalization. |
14. | Reflects the conversion of all 6,900,000 shares of Tiga’s Class B ordinary shares into shares of Domesticated Tiga Common Stock at Domestication, then Common Stock upon Closing, on a one-to-one basis in connection with the Business Combination. |
15. | Reflects the elimination of Tiga’s historical accumulated deficit with a corresponding adjustment to Additional paid-in-capital for Legacy Grindr in connection with the reverse recapitalization at the Closing. |
16. | Reflects the cash disbursed to redeem 27,114,767 public shares of Tiga’s Class A ordinary shares, which converted into Domesticated Tiga Common Stock at Domestication, then Common Stock upon Closing, in connection with the Business Combination at a redemption price of approximately $10.50 per share based on funds held in the trust account. |
17. | Reflects the contribution of the San Vicente Entities from the SV Consolidation as a contribution of assets and liabilities between entities under common control assuming the SV Consolidation occurred on January 1, 2021. The table below reflects major income statement line items of both the San Vicente Entities and Legacy Grindr and excludes line items where there is no difference between the historical balances. The adjustments and their explanations are as follows: |
| | San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries (Historical) | | | Grindr (Historical) | | | SV Consolidation Adjustments | | | | | Reorganized Grindr | ||
Revenue | | | $140,487 | | | $140,487 | | | $— | | | | | $140,487 | |
Operating cost and expense: | | | | | | | | | | | |||||
Total operating cost and expense | | | 129,776 | | | 129,776 | | | — | | | | | 129,776 | |
Income (loss) from operations | | | 10,711 | | | 10,711 | | | — | | | | | 10,711 | |
Other income (expense): | | | | | | | | | | | |||||
Interest income (expense), net | | | (30,153) | | | (10,998) | | | (19,155) | | | (17a) | | | (30,153) |
Total other income (expense) | | | (30,482) | | | (11,327) | | | (19,155) | | | | | (30,482) | |
Net income (loss) before income tax | | | (19,771) | | | (616) | | | (19,155) | | | | | (19,771) | |
Income tax provision (benefit) | | | (1,192) | | | 3,727 | | | (4,919) | | | (17b) | | | (1,192) |
Net income (loss) | | | (18,579) | | | (4,343) | | | (14,236) | | | | | (18,579) | |
Less: Income/(loss) attributable to non-controlling interest | | | (434) | | | — | | | (434) | | | (17c) | | | $— |
Net income (loss) attributable to controlling interest | | | $(18,145) | | | $(4,343) | | | $(13,802) | | | | | $(18,579) |
| | San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries (Historical) | | | Grindr (Historical) | | | SV Consolidation Adjustments | | | | | Reorganized Grindr | ||
Revenue | | | $145,833 | | | $145,833 | | | $— | | | | | $145,833 | |
Operating cost and expense: | | | | | | | | | | | |||||
Total operating cost and expense | | | 122,123 | | | 122,123 | | | — | | | | | 122,123 | |
Income (loss) from operations | | | 23,710 | | | 23,710 | | | | | | | 23,710 | ||
Other income (expense): | | | | | | | | | | | |||||
Interest income (expense), net | | | (45,295) | | | (18,698) | | | (26,597) | | | (17a) | | | (45,295) |
Total other income (expense) | | | (44,007) | | | (17,410) | | | (26,597) | | | | | (44,007) | |
Net income (loss) before income tax | | | (20,297) | | | 6,300 | | | (26,597) | | | | | (20,297) | |
Income tax provision (benefit) | | | (4,749) | | | 1,236 | | | (5,985) | | | (17b) | | | (4,749) |
Net income (loss) | | | $(15,548) | | | $5,064 | | | $(20,612) | | | | | $(15,548) | |
Less: Income/(loss) attributable to non-controlling interest | | | 496 | | | — | | | 496 | | | (17c) | | | — |
Net income (loss) attributable to controlling interest | | | $(16,044) | | | $5,064 | | | $(21,108) | | | | | $(15,548) |
17a. | Reflects the interest expense accretion related to the Deferred Payment discussed in adjustment (1d) as though it were outstanding since January 1, 2021 using an interest rate of 15.7%. A 0.125% change in the estimated interest rate on the Deferred Payment would result in a change in the total interest expense over the life of the obligation of approximately $0.4 million. |
17b. | Reflects the tax impact of the interest expense recognized in (17a) above, as though the SV Consolidation occurred on January 1, 2021. |
17c. | This difference is not reflected in the pro forma financial information, it reflects the elimination of the income attributable to non-controlling interest in Legacy Grindr at the San Vicente Entities level, as subsequent to the SV Consolidation, the San Vicente Entities merged into Legacy Grindr. Legacy Grindr continues to own 100% of its consolidated subsidiaries. |
18. | Represents reclassifications to conform Tiga’s financial information to financial statement line items and presentation of Grindr based on Legacy Grindr’s financial statement presentation. |
19. | Reflects the recognition of an estimated $13.6 million of pro forma interest expense related to the New Debt for the nine months ended September 30, 2022, and an estimated $20.0 million of pro forma interest expense related to the New Debt for the year ended December 31, 2021. |
20. | In connection with the extinguishment of the Deferred Payment discussed in adjustment (11), the interest expense of $19.1 million and $26.6 million in the nine months ended September 30, 2022 and year ended December 31, 2021, respectively, attributed to the Deferred Payment is eliminated. |
21. | Reflects the elimination of investment income related to investments held in the trust account. |
22. | Reflects the elimination of the change in fair value of the Forward Purchase Liability and the change in fair value of the additional 5.0 million public warrants outstanding as a result of the exercise of the Forward Purchase Commitment and Backstop Commitment discussed in (8) as though the public warrants were outstanding for the entire period. |
23. | To reflect the income tax effect of all pro forma income statement adjustments as follows: |
For the Nine Months Ended September 30, 2022 | | | |
Reversal of pro forma tax effect of 17(b) due to the repayment of the Deferred Payment | | | $4,919 |
Pro forma effect of all other pro forma adjustments based on 30.6% blended federal and state statutory rates | | | $(3,700) |
Pro forma adjustment to income tax provision/(benefit): | | | $1,219 |
For the Year Ended December 31, 2021 | | | |
Reversal of pro forma tax effect of 17(b) due to the repayment of the Deferred Payment | | | $5,985 |
Income tax benefit from the reversal of the SV deferred tax liability | | | $(3,127) |
Pro forma effect of all other pro forma adjustments based on 30.6% blended federal and state statutory rates | | | $(9,430) |
Pro forma adjustment to income tax provision/(benefit): | | | $(6,572) |
24. | Reflects the loss on extinguishment of the Deferred Payment discussed in (11) above reflecting the difference in the present value and the settlement value. |
25. | Reflects the recognition of $1.4 million of direct and incremental transaction costs allocated to the liability classified warrants. Also reflects $0.4 million of third party debt costs incurred. |
3. | Earnings per Share |
(in thousands, except share and per share data) | | | Nine Months Ended September 30, 2022 |
Numerator: | | | |
Net income (loss) attributable to common shareholders - basic and diluted | | | $(21,428) |
Denominator: | | | |
Sponsor and certain affiliates | | | 6,900,000 |
Public Shareholders | | | 485,233 |
Forward purchase shareholders | | | 10,000,000 |
Former Grindr unitholders | | | 156,139,170 |
Weighted average shares outstanding - basic | | | 173,524,403 |
Dilutive effect of Grindr stock based compensation | | | — |
Weighted average shares outstanding - diluted | | | 173,524,403 |
| | ||
Net income (loss) per share attributable to common shareholders - basic | | | $(0.12) |
Net income (loss) per share attributable to common shareholders - diluted | | | $(0.12) |
| | Nine Months Ended September 30, 2022 | |
Private placement warrants | | | 18,560,000 |
Public warrants | | | 13,800,000 |
Forward purchase warrants | | | 5,000,000 |
Stock based compensation | | | 2,287,107 |
(in thousands, except share and per share data) | | | Year Ended December 31, 2021 |
Numerator: | | | |
Net income (loss) attributable to common shareholders - basic and diluted | | | $10,000 |
Denominator: | | | |
Sponsor and certain affiliates | | | 6,900,000 |
Public Shareholders | | | 485,233 |
Forward purchase shareholders | | | 10,000,000 |
Former Grindr unitholders | | | 156,139,170 |
Weighted average shares outstanding - basic | | | 173,524,403 |
Dilutive effect of Grindr stock based compensation | | | 56,336 |
Weighted average shares outstanding - diluted | | | 173,580,739 |
| | ||
Net income (loss) per share attributable to common shareholders - basic | | | $0.06 |
Net income (loss) per share attributable to common shareholders - diluted | | | $0.06 |
| | Year Ended December 31, 2021 | |
Private placement warrants | | | 18,560,000 |
Public warrants | | | 13,800,000 |
Forward purchase warrants | | | 5,000,000 |
Stock based compensation | | | 1,761,810 |
Condensed (Unaudited) Financial Statements for the Nine Months Ended September 30, 2022 | | | |
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Financial statements (Audited) for the Year Ended December 31, 2021 and 2020 and for the Year Ended December 31, 2021 and for the Period from July 27, 2020 through December 31, 2020 | | | |
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Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2022 (Unaudited) | | | |
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Consolidated Financial Statements (Audited) for the Year Ended December 31, 2021 (Successor), from June 11, 2020 through December 31, 2020 (Successor), from January 1, 2020 through June 10, 2020 (Predecessor), and for the Year Ended December 31, 2019 (Predecessor) | | ||
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San Vicente Offshore Holdings (Cayman) Limited and Subsidiaries | | | |
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Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2022 (Unaudited) | | | |
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Consolidated Financial Statements (Audited) for the year ended December 31, 2021 and the period from February 18, 2020 through December 31, 2020 | | | |
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| | September 30, 2022 | | | December 31, 2021 | |
| | (Unaudited) | | | ||
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash | | | $100,240 | | | $17,499 |
Prepaid expenses | | | 47,000 | | | 123,750 |
Total Current Assets | | | 147,240 | | | 141,249 |
| | | | |||
Cash and Investments held in Trust Account | | | 288,841,899 | | | 284,379,776 |
Total Assets | | | $288,989,139 | | | $284,521,025 |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $7,761,079 | | | $559,183 |
Convertible promissory note - related party | | | 1,780,000 | | | — |
Total Current Liabilities | | | 9,541,079 | | | 559,183 |
| | | | |||
Forward Purchase Agreement liabilities | | | 8,079,104 | | | 5,008,045 |
Warrant liabilities | | | 22,328,400 | | | 21,220,018 |
Deferred underwriting fee payable | | | 9,660,000 | | | 9,660,000 |
Total Liabilities | | | 49,608,583 | | | 36,447,246 |
| | | | |||
Commitments and Contingencies | | | | | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value of $10.47 and $10.30 per share as of September 30, 2022 and December 31, 2021, respectively | | | 288,841,899 | | | 284,280,000 |
| | | | |||
Shareholders’ Deficit | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption at September 30, 2022 and December 31, 2021 | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | | | 690 | | | 690 |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | (49,462,033) | | | (36,206,911) |
Total Shareholders’ Deficit | | | (49,461,343) | | | (36,206,221) |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | $288,989,139 | | | $284,521,025 |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Operating costs | | | $4,731,970 | | | $666,952 | | | $8,975,905 | | | $1,501,739 |
Loss from operations | | | (4,731,970) | | | (666,952) | | | (8,975,905) | | | (1,501,739) |
| | | | | | | | |||||
Other (expense) income: | | | | | | | | | ||||
Interest earned on investments held in Trust Account | | | 1,299,129 | | | 23,028 | | | 1,702,123 | | | 58,104 |
Fair value of private placement warrant in excess of purchase price | | | — | | | — | | | (81,153) | | | 79,548 |
Change in fair value of warrant liabilities | | | (3,193,590) | | | 11,368,775 | | | 1,732,771 | | | 22,902,838 |
Change in fair value of forward purchase agreement liabilities | | | (2,558,043) | | | 1,105,906 | | | (3,071,059) | | | 1,290,015 |
Total other (expense) income, net | | | (4,452,504) | | | 12,497,709 | | | 282,682 | | | 24,330,505 |
| | | | | | | | |||||
Net (loss) income | | | $(9,184,474) | | | $11,830,757 | | | $(8,693,223) | | | $22,828,766 |
| | | | | | | | |||||
Weighted average shares outstanding of Class A ordinary shares | | | 27,600,000 | | | 27,600,000 | | | 27,600,000 | | | 27,600,000 |
Basic and diluted net (loss) income per share, Class A ordinary shares | | | $(0.27) | | | $0.34 | | | $(0.25) | | | $0.66 |
Weighted average shares outstanding of Class B ordinary shares | | | 6,900,000 | | | 6,900,000 | | | 6,900,000 | | | 6,900,000 |
Basic and diluted net (loss) income per share, Class B ordinary shares | | | $(0.27) | | | $0.34 | | | $(0.25) | | | $0.66 |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 1, 2022 | | | 6,900,000 | | | $690 | | | $— | | | $(36,206,911) | | | $(36,206,221) |
Net income | | | — | | | — | | | — | | | 8,009,333 | | | 8,009,333 |
Balance – March 31, 2022 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(28,197,578) | | | $(28,196,888) |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | — | | | (3,262,770) | | | (3,262,770) |
Net loss | | | — | | | — | | | — | | | (7,518,082) | | | (7,518,082) |
Balance – June 30, 2022 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(38,978,430) | | | $(38,977,740) |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | — | | | (1,299,129) | | | (1,299,129) |
Net loss | | | — | | | — | | | — | | | (9,184,474) | | | (9,184,474) |
Balance – September 30, 2022 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(49,462,033) | | | $(49,461,343) |
| | | | | | | | | |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 1, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(54,292,560) | | | $(54,291,870) |
Net income | | | — | | | — | | | — | | | 5,572,126 | | | 5,572,126 |
Balance – March 31, 2021 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(48,720,434) | | | $(48,719,744) |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | — | | | (2,760,000) | | | (2,760,000) |
Net income | | | — | | | — | | | — | | | 5,425,883 | | | 5,425,883 |
Balance – June 30, 2021 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(46,054,551) | | | $(46,053,861) |
Net income | | | — | | | — | | | — | | | 11,830,757 | | | 11,830,757 |
Balance – September 30, 2021 (unaudited) | | | 6,900,000 | | | $690 | | | $— | | | $(34,223,794) | | | $(34,223,104) |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Cash Flows from Operating Activities: | | | | | ||
Net income (loss) | | | $(8,693,223) | | | $22,828,766 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Change in fair value of warrant liabilities | | | (1,732,771) | | | (22,902,838) |
Change in fair value of forward purchase agreement liabilities | | | 3,071,059 | | | (1,290,015) |
Fair value of private placement warrant in excess of purchase price | | | 81,153 | | | (79,548) |
Interest earned on investments held in Trust Account | | | (1,702,123) | | | (58,104) |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses | | | 76,750 | | | 88,874 |
Accrued expenses | | | 7,201,896 | | | 632,644 |
Net cash used in operating activities | | | (1,697,259) | | | (780,221) |
Cash Flows from Investing Activities: | | | | | ||
Investment of cash into Trust Account | | | (2,760,000) | | | (2,760,000) |
Net cash used in investing activities | | | (2,760,000) | | | (2,760,000) |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from sale of Private Placements Warrants | | | 2,760,000 | | | 2,760,000 |
Proceeds from convertible promissory note – related party | | | 1,780,000 | | | — |
Payment of offering costs | | | — | | | (26,780) |
Net cash provided by financing activities | | | 4,540,000 | | | 2,733,220 |
| | | | |||
Net Change in Cash | | | 82,741 | | | (807,001) |
Cash – Beginning of period | | | 17,499 | | | 1,144,776 |
Cash – End of period | | | $100,240 | | | $337,775 |
(i) | at the closing of the Business Combination Transaction (the “Closing”), in accordance with the Delaware Limited Liability Company Act (“DGCL”), Merger Sub I will merge with and into Grindr, the separate corporate existence of Merger Sub I will cease, and Grindr will be the surviving corporation and a wholly owned subsidiary of Tiga (the “First Merger”), and as promptly as practicable and as part of the same overall transaction as the First Merger, the merger of such surviving corporation with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Second Merger; and |
(ii) | as a result of the Mergers, among other things, (x) each Grindr series X ordinary unit (“Grindr Series X Ordinary Unit”) and each Grindr series Y preferred unit (“Grindr Series Y Preferred Unit”, and together with the Grindr Series X Ordinary Units, the “Grindr Units”) that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall be cancelled and converted into the right to receive a number of shares of New Grindr Common Stock (as defined below) equal to the quotient obtained by dividing (i) the Aggregate Merger Stock Consideration (as defined below), by (ii) the number of Aggregate Fully Diluted Grindr Units (as defined below) (the “Exchange Ratio”); (y) each option to purchase Grindr Series X Ordinary Units granted under the Company Incentive Plan (as defined in the Merger Agreement) (“Grindr Option”) that is then outstanding and unexercised shall be converted into the right to receive an option relating to shares of New Grindr Common Stock upon substantially the same terms and conditions as are in effect with respect to such Grindr Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions; and (z) each Grindr Warrant (as defined below) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of warrants relating to shares of New Grindr Common Stock with substantially the same terms and conditions as were applicable to such warrant (excluding Grindr Options) to purchase Grindr Units (“Grindr Warrant”) in an amount equal to the pro rata share of the Aggregate Merger Warrant Consideration (as defined below). “Aggregate Merger Stock Consideration” means a number of shares of New Grindr Common Stock equal to the quotient obtained by dividing (i) the sum of (a) the Grindr Valuation (as defined below) plus (b) the aggregate exercise price of all in-the-money Grindr Options that are issued and outstanding immediately prior to the Effective Time by (ii) $10.00 plus the number of forward purchase shares and backstop shares received by the Grindr, or which Grindr is entitled to receive under the A&R FPA (as defined below); “Aggregate Merger Warrant Consideration” means a number of warrants relating to New Grindr Common Stock equal to and on the same terms as the forward purchase warrants and backstop warrants received by Grindr or which Grindr is entitled to receive under the A&R FPA; .and “Aggregate Fully Diluted Grindr Units” means, without duplication, the aggregate number of Grindr Units that are (i) issued and outstanding immediately prior to the Effective Time and (ii) issuable upon, or subject to, the settlement of all in-the-money Grindr Options (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time. |
Gross proceeds | | | $278,760,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | (15,897,248) |
Class A ordinary shares issuance costs | | | (17,568,199) |
Add: | | | |
Accretion of carrying value to redemption value | | | 33,465,447 |
Class A ordinary shares subject to possible redemption at December 31, 2020 | | | 278,760,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | 5,520,000 |
Class A ordinary shares subject to possible redemption at December 31, 2021 | | | 284,280,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | 4,561,899 |
Class A ordinary shares subject to possible redemption at September 30, 2022 | | | $288,841,899 |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | |||||||||||||||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |||||||||||||
| | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net (loss) income per ordinary share | | | | | | | | | | | | | | | | | ||||||||
Numerator: | | | | | | | | | | | | | | | | | ||||||||
Allocation of net (loss) income | | | $(7,347,579) | | | $(1,836,895) | | | $9,464,606 | | | $2,366,151 | | | $(6,954,578) | | | $(1,738,645) | | | $18,263,013 | | | $4,565,753 |
Denominator: | | | | | | | | | | | | | | | | | ||||||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 |
Basic and diluted net (loss) income per ordinary share | | | $(0.27) | | | $(0.27) | | | $0.34 | | | $0.34 | | | $(0.25) | | | $(0.25) | | | $0.66 | | | $0.66 |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
| | Held-To-Maturity | | | Level | | | Amortized Cost | | | Gross Holding Gain/(Loss) | | | Fair Value (i) | |
September 30, 2022 | | | U.S. Treasury Securities (Matured on 09/19/22, reinvested and mature on 10/18/22) | | | 1 | | | $288,831,687 | | | $48,439 | | | $288,880,126 |
| | | | | | | | | | ||||||
December 31, 2021 | | | U.S. Treasury Securities (Matured on 1/25/2022) | | | 1 | | | $284,373,197 | | | $959 | | | $284,374,156 |
(i) | Fair value of securities does not include cash held in trust in the amount of $10,212 and $6,579, as of September 30, 2022 and December 31, 2021, respectively. |
| | Level | | | September 30, 2022 | | | Level | | | December 31, 2021 | |
Warrant liabilities – public warrants | | | 1 | | | $9,522,000 | | | 1 | | | $9,798,000 |
Warrant liabilities – private placement warrants | | | 2 | | | $12,806,400 | | | 3 | | | $11,422,018 |
FPA liabilities – committed | | | 3 | | | $4,039,552 | | | 3 | | | $2,474,941 |
FPA liabilities – optional | | | 3 | | | $4,039,552 | | | 3 | | | $2,533,104 |
| | At September 30, 2022 | | | At December 31, 2021 | |
Warrants-private placement | | | | | ||
Common stock price | | | $*N/A | | | $10.13 |
Volatility | | | *N/A% | | | 10.20% |
Expected life of the options to convert | | | *N/A | | | 5.45 years |
Risk free rate | | | *N/A% | | | 1.30% |
Dividend yield | | | *N/A% | | | 0% |
| | | | |||
FPA-committed | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
| | | | |||
FPA-optional | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Volatility | | | 2.8% | | | 5.0% |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
* | Assumptions not applicable as the value of the Private Placement Warrants were valued using the Public Warrants price at September 30, 2022. |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liabilities | | | Committed FPA | | | Optional FPA | | | Total FPA Liabilities | |
Fair value as of December 31, 2021 | | | $9,798,000 | | | $11,422,018 | | | $21,220,018 | | | $2,474,941 | | | $2,533,104 | | | $5,008,045 |
Additional Private Placement Warrants May 25, 2022 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | 81,153 | | | 81,153 | | | — | | | — | | | — |
Change in fair value | | | (276,000) | | | (1,456,771) | | | (1,732,771) | | | 1,564,611 | | | 1,506,448 | | | 3,071,059 |
Fair value as of September 30, 2022 | | | $9,522,000 | | | $12,806,400 | | | $22,328,400 | | | $4,039,552 | | | $4,039,552 | | | $8,079,104 |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liability | | | Committed FPA | | | Optional FPA | | | Total FPA Liability | |
Fair value as of December 31, 2020 | | | $22,364,221 | | | $16,867,946 | | | $39,232,167 | | | $2,947,167 | | | $3,810,610 | | | $6,757,777 |
Additional Private Placement Warrants May 25, 2021 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | (79,548) | | | (79,548) | | | — | | | — | | | — |
Change in fair value | | | (12,704,221) | | | (10,198,617) | | | (22,902,838) | | | (530,856) | | | (759,159) | | | (1,290,015) |
Fair value as of September 30, 2021 | | | $9,660,000 | | | $9,349,781 | | | $19,009,781 | | | $2,416,311 | | | $3,051,451 | | | $5,467,762 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash | | | $17,499 | | | $1,144,776 |
Prepaid expenses | | | 123,750 | | | 262,499 |
Total Current Assets | | | 141,249 | | | 1,407,275 |
| | | | |||
Cash and Investments held in Trust Account | | | 284,379,776 | | | 278,774,646 |
Total Assets | | | $284,521,025 | | | $280,181,921 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $559,183 | | | $37,067 |
Accrued offering costs | | | — | | | 26,780 |
Total Current Liabilities | | | 559,183 | | | 63,847 |
| | | | |||
Forward Purchase Agreement Liabilities | | | 5,008,045 | | | 6,757,777 |
Warrant liability | | | 21,220,018 | | | 39,232,167 |
Deferred underwriting fee payable | | | 9,660,000 | | | 9,660,000 |
Total Liabilities | | | 36,447,246 | | | 55,713,791 |
| | | | |||
Commitments and Contingencies | | | | | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at approximately $10.30 and $10.10 per share as of December 31, 2021 and 2020, respectively | | | 284,280,000 | | | 278,760,000 |
| | | | |||
Shareholders’ Deficit | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; excluding 27,600,000 shares subject to possible redemption at December 31, 2021 and 2020, respectively | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively | | | 690 | | | 690 |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | (36,206,911) | | | (54,292,560) |
Total Shareholders’ Deficit | | | (36,206,221) | | | (54,291,870) |
Total Liabilities and Shareholders’ Deficit | | | $284,521,025 | | | $280,181,921 |
| | For the Year Ended December 31, 2021 | | | For the Period from July 27, 2020 (inception) to December 31, 2020 | |
Operating costs | | | $1,761,362 | | | $124,923 |
Loss from operations | | | (1,761,362) | | | (124,923) |
| | | | |||
Other income (expenses): | | | | | ||
Interest earned on investments held in Trust Account | | | 85,130 | | | 14,646 |
Change in fair value of warrant liabilities | | | 23,121,405 | | | (11,408,319) |
Fair value of private placement warrant in excess of purchase price | | | — | | | (1,646,600) |
Change in fair value of forward purchase agreement liabilities | | | 1,749,732 | | | (3,358,302) |
Initial loss on forward purchase agreement liabilities | | | — | | | (3,399,475) |
Transaction costs allocable to derivatives | | | — | | | (928,450) |
Total other income (expenses), net | | | 24,956,267 | | | (20,726,500) |
| | | | |||
Net income (loss) | | | $23,194,905 | | | $(20,851,423) |
| | | | |||
Weighted average shares outstanding of Class A ordinary shares | | | 27,600,000 | | | 21,660,759 |
Basic and diluted net income (loss) per share, Class A ordinary shares | | | $0.67 | | | $(0.79) |
Weighted average shares outstanding of Class B ordinary shares | | | 6,900,000 | | | 4,870,253 |
Basic and diluted net income (loss) per share, Class B ordinary shares | | | $0.67 | | | $(0.79) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – July 27, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsors | | | 6,900,000 | | | 690 | | | 24,310 | | | — | | | 25,000 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (24,310) | | | (33,441,137) | | | (33,465,447) |
Net loss | | | — | | | — | | | — | | | (20,851,423) | | | (20,851,423) |
| | | | | | | | | | ||||||
Balance – December 31, 2020 | | | 6,900,000 | | | $690 | | | $— | | | $(54,292,560) | | | $(54,291,870) |
Cash received in excess of fair value of Private Placement Warrants | | | — | | | — | | | 410,744 | | | — | | | 410,744 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (410,744) | | | (5,109,256) | | | (5,520,000) |
Net income | | | — | | | — | | | — | | | 23,194,905 | | | 23,194,905 |
Balance – December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(36,206,911) | | | $(36,206,221) |
| | For the Year Ended December 31, 2021 | | | For the Period from July 27, 2020 (inception) to December 31, 2020 | |
Cash Flows from Operating Activities: | | | | | ||
Net income (loss) | | | $23,194,905 | | | $(20,851,423) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Change in fair value of warrant liabilities | | | (23,121,405) | | | 11,408,319 |
Change in fair value of forward purchase agreement liabilities | | | (1,749,732) | | | 3,358,302 |
Fair value of private placement warrants in excess of purchase price | | | — | | | 1,646,600 |
Interest earned on investments held in Trust Account | | | (85,130) | | | (14,646) |
Formation cost paid by Sponsor in exchange for issuance of founder shares | | | — | | | 5,000 |
Initial loss on forward purchase agreement liabilities | | | — | | | 3,399,475 |
Transaction costs allocable to derivatives | | | — | | | 928,450 |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses | | | 138,749 | | | (262,499) |
Accrued expenses | | | 522,116 | | | 37,067 |
Net cash used in operating activities | | | $(1,100,497) | | | $(345,355) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash into Trust Account | | | $(5,520,000) | | | $(278,760,000) |
Net cash used in investing activities | | | $(5,520,000) | | | $(278,760,000) |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from sale of Units, net of underwriting discounts paid | | | — | | | 270,480,000 |
Proceeds from promissory note – related party | | | — | | | 300,000 |
Repayment of promissory note – related party | | | — | | | (300,000) |
Payment of offering costs | | | (26,780) | | | (509,869) |
Proceeds from sale of Private Placements Warrants | | | 5,520,000 | | | 10,280,000 |
Net cash provided by financing activities | | | $5,493,220 | | | $280,250,131 |
| | | | |||
Net Change in Cash | | | $(1,127,277) | | | $1,144,776 |
Cash – Beginning of period | | | 1,144,776 | | | — |
Cash – End of period | | | $17,499 | | | $1,144,776 |
| | | | |||
Non-Cash investing and financing activities: | | | | | ||
Offering costs included in accrued offering costs | | | $— | | | $26,780 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | | $— | | | $20,000 |
Deferred underwriting fee payable | | | $— | | | $9,660,000 |
Gross proceeds | | | $278,760,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | (15,897,248) |
Class A ordinary shares issuance costs | | | (17,568,199) |
Add: | | | |
Accretion of carrying value to redemption value | | | 33,465,447 |
Class A ordinary shares subject to possible redemption at December 31, 2020 | | | 278,760,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | 5,520,000 |
Class A ordinary shares subject to possible redemption at December 31, 2021 | | | 284,280,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | 4,561,899 |
Class A ordinary shares subject to possible redemption at September 30, 2022 | | | $288,841,899 |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | |||||||||||||||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |||||||||||||
| | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net (loss) income per ordinary share | | | | | | | | | | | | | | | | | ||||||||
Numerator: | | | | | | | | | | | | | | | | | ||||||||
Allocation of net (loss) income | | | $(7,347,579) | | | $(1,836,895) | | | $9,464,606 | | | $2,366,151 | | | $(6,954,578) | | | $(1,738,645) | | | $18,263,013 | | | $4,565,753 |
Denominator: | | | | | | | | | | | | | | | | | ||||||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 |
Basic and diluted net (loss) income per ordinary share | | | $(0.27) | | | $(0.27) | | | $0.34 | | | $0.34 | | | $(0.25) | | | $(0.25) | | | $0.66 | | | $0.66 |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
| | Held-To-Maturity | | | Level | | | Amortized Cost | | | Gross Holding Gain/(Loss) | | | Fair Value (i) | |
September 30, 2022 | | | U.S. Treasury Securities (Matured on 09/19/22, reinvested and mature on 10/18/22) | | | 1 | | | $288,831,687 | | | $48,439 | | | $288,880,126 |
| | | | | | | | | | ||||||
December 31, 2021 | | | U.S. Treasury Securities (Matured on 1/25/2022) | | | 1 | | | $284,373,197 | | | $959 | | | $284,374,156 |
(i) | Fair value of securities does not include cash held in trust in the amount of $10,212 and $6,579, as of September 30, 2022 and December 31, 2021, respectively. |
| | Level | | | September 30, 2022 | | | Level | | | December 31, 2021 | |
Warrant liabilities – public warrants | | | 1 | | | $9,522,000 | | | 1 | | | $9,798,000 |
Warrant liabilities – private placement warrants | | | 2 | | | $12,806,400 | | | 3 | | | $11,422,018 |
FPA liabilities – committed | | | 3 | | | $4,039,552 | | | 3 | | | $2,474,941 |
FPA liabilities – optional | | | 3 | | | $4,039,552 | | | 3 | | | $2,533,104 |
| | At September 30, 2022 | | | At December 31, 2021 | |
Warrants-private placement | | | | | ||
Common stock price | | | $*N/A | | | $10.13 |
Volatility | | | *N/A% | | | 10.20% |
Expected life of the options to convert | | | *N/A | | | 5.45 years |
Risk free rate | | | *N/A% | | | 1.30% |
Dividend yield | | | *N/A% | | | 0% |
| | | | |||
FPA-committed | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
| | | | |||
FPA-optional | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Volatility | | | 2.8% | | | 5.0% |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
* | Assumptions not applicable as the value of the Private Placement Warrants were valued using the Public Warrants price at September 30, 2022. |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liabilities | | | Committed FPA | | | Optional FPA | | | Total FPA Liabilities | |
Fair value as of December 31, 2021 | | | $9,798,000 | | | $11,422,018 | | | $21,220,018 | | | $2,474,941 | | | $2,533,104 | | | $5,008,045 |
Additional Private Placement Warrants May 25, 2022 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | 81,153 | | | 81,153 | | | — | | | — | | | — |
Change in fair value | | | (276,000) | | | (1,456,771) | | | (1,732,771) | | | 1,564,611 | | | 1,506,448 | | | 3,071,059 |
Fair value as of September 30, 2022 | | | $9,522,000 | | | $12,806,400 | | | $22,328,400 | | | $4,039,552 | | | $4,039,552 | | | $8,079,104 |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liability | | | Committed FPA | | | Optional FPA | | | Total FPA Liability | |
Fair value as of December 31, 2020 | | | $22,364,221 | | | $16,867,946 | | | $39,232,167 | | | $2,947,167 | | | $3,810,610 | | | $6,757,777 |
Additional Private Placement Warrants May 25, 2021 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | (79,548) | | | (79,548) | | | — | | | — | | | — |
Change in fair value | | | (12,704,221) | | | (10,198,617) | | | (22,902,838) | | | (530,856) | | | (759,159) | | | (1,290,015) |
Fair value as of September 30, 2021 | | | $9,660,000 | | | $9,349,781 | | | $19,009,781 | | | $2,416,311 | | | $3,051,451 | | | $5,467,762 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash | | | $17,499 | | | $1,144,776 |
Prepaid expenses | | | 123,750 | | | 262,499 |
Total Current Assets | | | 141,249 | | | 1,407,275 |
| | | | |||
Cash and Investments held in Trust Account | | | 284,379,776 | | | 278,774,646 |
Total Assets | | | $284,521,025 | | | $280,181,921 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $559,183 | | | $37,067 |
Accrued offering costs | | | — | | | 26,780 |
Total Current Liabilities | | | 559,183 | | | 63,847 |
| | | | |||
Forward Purchase Agreement Liabilities | | | 5,008,045 | | | 6,757,777 |
Warrant liability | | | 21,220,018 | | | 39,232,167 |
Deferred underwriting fee payable | | | 9,660,000 | | | 9,660,000 |
Total Liabilities | | | 36,447,246 | | | 55,713,791 |
| | | | |||
Commitments and Contingencies | | | | | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at approximately $10.30 and $10.10 per share as of December 31, 2021 and 2020, respectively | | | 284,280,000 | | | 278,760,000 |
| | | | |||
Shareholders’ Deficit | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; excluding 27,600,000 shares subject to possible redemption at December 31, 2021 and 2020, respectively | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively | | | 690 | | | 690 |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | (36,206,911) | | | (54,292,560) |
Total Shareholders’ Deficit | | | (36,206,221) | | | (54,291,870) |
Total Liabilities and Shareholders’ Deficit | | | $284,521,025 | | | $280,181,921 |
TABLE OF SIGNIFICANT ACCOUNTING POLICIESCONTENTS
| | For the Year Ended December 31, 2021 | | | For the Period from July 27, 2020 (inception) to December 31, 2020 | |
Operating costs | | | $1,761,362 | | | $124,923 |
Loss from operations | | | (1,761,362) | | | (124,923) |
| | | | |||
Other income (expenses): | | | | | ||
Interest earned on investments held in Trust Account | | | 85,130 | | | 14,646 |
Change in fair value of warrant liabilities | | | 23,121,405 | | | (11,408,319) |
Fair value of private placement warrant in excess of purchase price | | | — | | | (1,646,600) |
Change in fair value of forward purchase agreement liabilities | | | 1,749,732 | | | (3,358,302) |
Initial loss on forward purchase agreement liabilities | | | — | | | (3,399,475) |
Transaction costs allocable to derivatives | | | — | | | (928,450) |
Total other income (expenses), net | | | 24,956,267 | | | (20,726,500) |
| | | | |||
Net income (loss) | | | $23,194,905 | | | $(20,851,423) |
| | | | |||
Weighted average shares outstanding of Class A ordinary shares | | | 27,600,000 | | | 21,660,759 |
Basic and diluted net income (loss) per share, Class A ordinary shares | | | $0.67 | | | $(0.79) |
Weighted average shares outstanding of Class B ordinary shares | | | 6,900,000 | | | 4,870,253 |
Basic and diluted net income (loss) per share, Class B ordinary shares | | | $0.67 | | | $(0.79) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – July 27, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsors | | | 6,900,000 | | | 690 | | | 24,310 | | | — | | | 25,000 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (24,310) | | | (33,441,137) | | | (33,465,447) |
Net loss | | | — | | | — | | | — | | | (20,851,423) | | | (20,851,423) |
| | | | | | | | | | ||||||
Balance – December 31, 2020 | | | 6,900,000 | | | $690 | | | $— | | | $(54,292,560) | | | $(54,291,870) |
Cash received in excess of fair value of Private Placement Warrants | | | — | | | — | | | 410,744 | | | — | | | 410,744 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (410,744) | | | (5,109,256) | | | (5,520,000) |
Net income | | | — | | | — | | | — | | | 23,194,905 | | | 23,194,905 |
Balance – December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(36,206,911) | | | $(36,206,221) |
Gross proceeds | | | $278,760,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | |
Class A ordinary shares issuance costs | | | |
| | ||
Accretion of carrying value to redemption value | | | |
Class A ordinary shares subject to possible redemption at December 31, 2020 | | | |
Plus: | | | |
Accretion of carrying value to redemption value | | | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | | | 284,280,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | 4,561,899 |
Class A ordinary shares subject to possible redemption at September 30, 2022 | | | $ |
| | Year Ended December 31, 2021 | | | Period from July 27, 2020 (inception) to December 31, 2020 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net income per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income, as adjusted | | | $18,555,924 | | | $4,638,981 | | | $(17,023,763) | | | $(3,827,660) |
Denominator: | | | | | | | | | ||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 21,660,759 | | | 4,870,253 |
Basic and diluted net income per ordinary share | | | $0.67 | | | $0.67 | | | $(0.79) | | | $(0.79) |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | |||||||||||||||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |||||||||||||
| | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net (loss) income per ordinary share | | | | | | | | | | | | | | | | | ||||||||
Numerator: | | | | | | | | | | | | | | | | | ||||||||
Allocation of net (loss) income | | | $(7,347,579) | | | $(1,836,895) | | | $9,464,606 | | | $2,366,151 | | | $(6,954,578) | | | $(1,738,645) | | | $18,263,013 | | | $4,565,753 |
Denominator: | | | | | | | | | | | | | | | | | ||||||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 |
Basic and diluted net (loss) income per ordinary share | | | $(0.27) | | | $(0.27) | | | $0.34 | | | $0.34 | | | $(0.25) | | | $(0.25) | | | $0.66 | | | $0.66 |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
| | Held-To-Maturity | | | Level | | | Amortized Cost | | | Gross Holding Gain/(Loss) | | | Fair Value (i) | |
September 30, 2022 | | | U.S. Treasury Securities (Matured on 09/19/22, reinvested and mature on 10/18/22) | | | 1 | | | $288,831,687 | | | $48,439 | | | $288,880,126 |
| | | | | | | | | | ||||||
December 31, 2021 | | | U.S. Treasury Securities (Matured on 1/25/2022) | | | 1 | | | $284,373,197 | | | $959 | | | $284,374,156 |
(i) | Fair value of securities does not include cash held in trust in the amount of $10,212 and $6,579, as of September 30, 2022 and December 31, 2021, respectively. |
| | Level | | | September 30, 2022 | | | Level | | | December 31, 2021 | |
Warrant liabilities – public warrants | | | 1 | | | $9,522,000 | | | 1 | | | $9,798,000 |
Warrant liabilities – private placement warrants | | | 2 | | | $12,806,400 | | | 3 | | | $11,422,018 |
FPA liabilities – committed | | | 3 | | | $4,039,552 | | | 3 | | | $2,474,941 |
FPA liabilities – optional | | | 3 | | | $4,039,552 | | | 3 | | | $2,533,104 |
| | At September 30, 2022 | | | At December 31, 2021 | |
Warrants-private placement | | | | | ||
Common stock price | | | $*N/A | | | $10.13 |
Volatility | | | *N/A% | | | 10.20% |
Expected life of the options to convert | | | *N/A | | | 5.45 years |
Risk free rate | | | *N/A% | | | 1.30% |
Dividend yield | | | *N/A% | | | 0% |
| | | | |||
FPA-committed | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
| | | | |||
FPA-optional | | | | | ||
Common stock price | | | $10.38 | | | $10.13 |
Volatility | | | 2.8% | | | 5.0% |
Time to maturity | | | 0.25 years | | | 0.45 years |
Risk Free rate | | | 3.33% | | | 0.17% |
* | Assumptions not applicable as the value of the Private Placement Warrants were valued using the Public Warrants price at September 30, 2022. |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liabilities | | | Committed FPA | | | Optional FPA | | | Total FPA Liabilities | |
Fair value as of December 31, 2021 | | | $9,798,000 | | | $11,422,018 | | | $21,220,018 | | | $2,474,941 | | | $2,533,104 | | | $5,008,045 |
Additional Private Placement Warrants May 25, 2022 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | 81,153 | | | 81,153 | | | — | | | — | | | — |
Change in fair value | | | (276,000) | | | (1,456,771) | | | (1,732,771) | | | 1,564,611 | | | 1,506,448 | | | 3,071,059 |
Fair value as of September 30, 2022 | | | $9,522,000 | | | $12,806,400 | | | $22,328,400 | | | $4,039,552 | | | $4,039,552 | | | $8,079,104 |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liability | | | Committed FPA | | | Optional FPA | | | Total FPA Liability | |
Fair value as of December 31, 2020 | | | $22,364,221 | | | $16,867,946 | | | $39,232,167 | | | $2,947,167 | | | $3,810,610 | | | $6,757,777 |
Additional Private Placement Warrants May 25, 2021 | | | — | | | 2,760,000 | | | 2,760,000 | | | — | | | — | | | — |
Fair Value of Private Placement Warrants in excess of purchase price | | | — | | | (79,548) | | | (79,548) | | | — | | | — | | | — |
Change in fair value | | | (12,704,221) | | | (10,198,617) | | | (22,902,838) | | | (530,856) | | | (759,159) | | | (1,290,015) |
Fair value as of September 30, 2021 | | | $9,660,000 | | | $9,349,781 | | | $19,009,781 | | | $2,416,311 | | | $3,051,451 | | | $5,467,762 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash | | | $17,499 | | | $1,144,776 |
Prepaid expenses | | | 123,750 | | | 262,499 |
Total Current Assets | | | 141,249 | | | 1,407,275 |
| | | | |||
Cash and Investments held in Trust Account | | | 284,379,776 | | | 278,774,646 |
Total Assets | | | $284,521,025 | | | $280,181,921 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $559,183 | | | $37,067 |
Accrued offering costs | | | — | | | 26,780 |
Total Current Liabilities | | | 559,183 | | | 63,847 |
| | | | |||
Forward Purchase Agreement Liabilities | | | 5,008,045 | | | 6,757,777 |
Warrant liability | | | 21,220,018 | | | 39,232,167 |
Deferred underwriting fee payable | | | 9,660,000 | | | 9,660,000 |
Total Liabilities | | | 36,447,246 | | | 55,713,791 |
| | | | |||
Commitments and Contingencies | | | | | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at approximately $10.30 and $10.10 per share as of December 31, 2021 and 2020, respectively | | | 284,280,000 | | | 278,760,000 |
| | | | |||
Shareholders’ Deficit | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; excluding 27,600,000 shares subject to possible redemption at December 31, 2021 and 2020, respectively | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively | | | 690 | | | 690 |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | (36,206,911) | | | (54,292,560) |
Total Shareholders’ Deficit | | | (36,206,221) | | | (54,291,870) |
Total Liabilities and Shareholders’ Deficit | | | $284,521,025 | | | $280,181,921 |
| | For the Year Ended December 31, 2021 | | | For the Period from July 27, 2020 (inception) to December 31, 2020 | |
Operating costs | | | $1,761,362 | | | $124,923 |
Loss from operations | | | (1,761,362) | | | (124,923) |
| | | | |||
Other income (expenses): | | | | | ||
Interest earned on investments held in Trust Account | | | 85,130 | | | 14,646 |
Change in fair value of warrant liabilities | | | 23,121,405 | | | (11,408,319) |
Fair value of private placement warrant in excess of purchase price | | | — | | | (1,646,600) |
Change in fair value of forward purchase agreement liabilities | | | 1,749,732 | | | (3,358,302) |
Initial loss on forward purchase agreement liabilities | | | — | | | (3,399,475) |
Transaction costs allocable to derivatives | | | — | | | (928,450) |
Total other income (expenses), net | | | 24,956,267 | | | (20,726,500) |
| | | | |||
Net income (loss) | | | $23,194,905 | | | $(20,851,423) |
| | | | |||
Weighted average shares outstanding of Class A ordinary shares | | | 27,600,000 | | | 21,660,759 |
Basic and diluted net income (loss) per share, Class A ordinary shares | | | $0.67 | | | $(0.79) |
Weighted average shares outstanding of Class B ordinary shares | | | 6,900,000 | | | 4,870,253 |
Basic and diluted net income (loss) per share, Class B ordinary shares | | | $0.67 | | | $(0.79) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – July 27, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsors | | | 6,900,000 | | | 690 | | | 24,310 | | | — | | | 25,000 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (24,310) | | | (33,441,137) | | | (33,465,447) |
Net loss | | | — | | | — | | | — | | | (20,851,423) | | | (20,851,423) |
| | | | | | | | | | ||||||
Balance – December 31, 2020 | | | 6,900,000 | | | $690 | | | $— | | | $(54,292,560) | | | $(54,291,870) |
Cash received in excess of fair value of Private Placement Warrants | | | — | | | — | | | 410,744 | | | — | | | 410,744 |
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (410,744) | | | (5,109,256) | | | (5,520,000) |
Net income | | | — | | | — | | | — | | | 23,194,905 | | | 23,194,905 |
Balance – December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(36,206,911) | | | $(36,206,221) |
| | For the Year Ended December 31, 2021 | | | For the Period from July 27, 2020 (inception) to December 31, 2020 | |
Cash Flows from Operating Activities: | | | | | ||
Net income (loss) | | | $23,194,905 | | | $(20,851,423) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Change in fair value of warrant liabilities | | | (23,121,405) | | | 11,408,319 |
Change in fair value of forward purchase agreement liabilities | | | (1,749,732) | | | 3,358,302 |
Fair value of private placement warrants in excess of purchase price | | | — | | | 1,646,600 |
Interest earned on investments held in Trust Account | | | (85,130) | | | (14,646) |
Formation cost paid by Sponsor in exchange for issuance of founder shares | | | — | | | 5,000 |
Initial loss on forward purchase agreement liabilities | | | — | | | 3,399,475 |
Transaction costs allocable to derivatives | | | — | | | 928,450 |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses | | | 138,749 | | | (262,499) |
Accrued expenses | | | 522,116 | | | 37,067 |
Net cash used in operating activities | | | $(1,100,497) | | | $(345,355) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash into Trust Account | | | $(5,520,000) | | | $(278,760,000) |
Net cash used in investing activities | | | $(5,520,000) | | | $(278,760,000) |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from sale of Units, net of underwriting discounts paid | | | — | | | 270,480,000 |
Proceeds from promissory note – related party | | | — | | | 300,000 |
Repayment of promissory note – related party | | | — | | | (300,000) |
Payment of offering costs | | | (26,780) | | | (509,869) |
Proceeds from sale of Private Placements Warrants | | | 5,520,000 | | | 10,280,000 |
Net cash provided by financing activities | | | $5,493,220 | | | $280,250,131 |
| | | | |||
Net Change in Cash | | | $(1,127,277) | | | $1,144,776 |
Cash – Beginning of period | | | 1,144,776 | | | — |
Cash – End of period | | | $17,499 | | | $1,144,776 |
| | | | |||
Non-Cash investing and financing activities: | | | | | ||
Offering costs included in accrued offering costs | | | $— | | | $26,780 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | | $— | | | $20,000 |
Deferred underwriting fee payable | | | $— | | | $9,660,000 |
Gross proceeds | | | $278,760,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | $(15,897,248) |
Class A ordinary shares issuance costs | | | $(17,568,199) |
Plus: | | | |
Accretion of carrying value to redemption value | | | $33,465,447 |
Class A ordinary shares subject to possible redemption at December 31, 2020 | | | $278,760,000 |
Plus: | | | |
Accretion of carrying value to redemption value | | | $5,520,000 |
Class A ordinary shares subject to possible redemption at December 31, 2021 | | | $284,280,000 |
| | Year Ended December 31, 2021 | | | Period from July 27, 2020 (inception) to December 31, 2020 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net income per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income, as adjusted | | | $18,555,924 | | | $4,638,981 | | | $(17,023,763) | | | $(3,827,660) |
Denominator: | | | | | | | | | ||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 21,660,759 | | | 4,870,253 |
Basic and diluted net income per ordinary share | | | $0.67 | | | $0.67 | | | $(0.79) | | | $(0.79) |
• | if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
| | Held-To-Maturity | | | Level | | | Amortized Cost | | | Gross Holding Gain/(Loss) | | | Fair Value(i) | |
December 31, 2021 | | | U.S. Treasury Securities (Mature on 1/25/2022) | | | 1 | | | $284,373,197 | | | $959 | | | $284,374,156 |
| | | | | | | | | | ||||||
December 31, 2020 | | | U.S. Treasury Securities (Mature on 2/25/2021) | | | 1 | | | $278,773,543 | | | $(1,423) | | | $278,772,120 |
(i) | Fair value of securities does not include cash held in trust in the amount of $6,579 and $1,103, as of December 31, 2021 and 2020, respectively. |
| | Level | | | December 31, 2021 | | | Level | | | December 31, 2020 | |
Warrant liability – Public Warrants | | | 1 | | | $9,798,000 | | | 3 | | | $22,364,221 |
Warrant liability – Private Placement Warrants | | | 3 | | | $11,422,018 | | | 3 | | | $16,867,946 |
FPA liability – committed | | | 3 | | | $2,474,941 | | | 3 | | | $2,947,167 |
FPA liability – optional | | | 3 | | | $2,533,104 | | | 3 | | | $3,810,610 |
| | As of December 31, 2021 | | | As of December 31, 2020 | |
Warrants- Private Placement | | | | | ||
Common share price | | | $10.13 | | | $9.77 |
Volatility | | | 10.20% | | | 22.59% |
Expected life of the options to convert | | | 5.45 years | | | 5.95 years |
Risk free rate | | | 1.30% | | | 0.50% |
Dividend yield | | | 0% | | | 0% |
| | | | |||
FPA-committed | | | | | ||
Common share price | | | $10.13 | | | $9.77 |
Time to maturity | | | 0.45 year | | | 0.95 year |
Risk Free rate | | | 0.17% | | | 0.10% |
| | | | |||
FPA-optional | | | | | ||
Common share price | | | $10.13 | | | $9.77 |
Volatility | | | 5.0% | | | 10% |
Time to maturity | | | 0.45 year | | | 0.95 year |
Risk Free rate | | | 0.17% | | | 0.10% |
| | Public Warrants | | | Private Placement Warrants | | | Total Warrant Liabilities | | | Committed FPA | | | Optional FPA | | | Total FPA Liabilities | |
Fair value as of July 27, 2020 (inception) | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
Initial measurement on November 27, 2020 | | | 15,897,248 | | | 11,926,600 | | | 27,823,848 | | | 904,970 | | | 2,494,505 | | | 3,399,475 |
Change in fair value | | | 6,466,973 | | | 4,941,346 | | | 11,408,319 | | | 2,042,197 | | | 1,316,105 | | | 3,358,302 |
Fair value as of December 31, 2020 | | | 22,364,221 | | | $16,867,946 | | | $39,232,167 | | | $2,947,167 | | | $3,810,610 | | | $6,757,777 |
Additional Private Placement Warrants May 27, 2021 | | | — | | | 2,680,452 | | | 2,680,452 | | | — | | | — | | | — |
Additional Private Placement Warrants November 27, 2021 | | | — | | | 2,428,804 | | | 2,428,804 | | | — | | | — | | | — |
Change in fair value | | | (12,566,221) | | | (10,555,184) | | | (23,121,405) | | | (472,226) | | | (1,277,506) | | | (1,749,732) |
Fair value as of December 31, 2021 | | | $9,798,000 | | | $11,422,018 | | | $21,220,018 | | | $2,474,941 | | | $2,533,104 | | | $5,008,045 |
| | September 30, 2022 | | | December 31, 2021 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $15,778 |
Accounts receivable, net of allowances of $80 and $53 at September 30, 2022 and December 31, 2021, respectively | | | 18,433 | | | 17,885 |
Prepaid expenses | | | 4,336 | | | 2,330 |
Deferred charges | | | 3,749 | | | 4,611 |
Other current assets | | | 8,087 | | | 3,308 |
Total current assets | | | 61,841 | | | 43,912 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,134 | | | 2,374 |
Capitalized software development costs, net | | | 6,916 | | | 3,637 |
Intangible assets, net | | | 113,335 | | | 139,708 |
Goodwill | | | 258,619 | | | 258,619 |
Other assets | | | 761 | | | 84 |
Total assets | | | $444,998 | | | $449,726 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $1,913 | | | $2,437 |
Accrued expenses and other current liabilities | | | 10,429 | | | 3,539 |
Current maturities of long-term debt, net | | | 5,040 | | | 3,840 |
Deferred revenue | | | 18,732 | | | 20,077 |
Total current liabilities | | | 36,114 | | | 29,893 |
Long-term debt, net | | | 189,663 | | | 133,279 |
Deferred income taxes | | | 17,317 | | | 20,912 |
Other non-current liabilities | | | 169 | | | 2,405 |
Total liabilities | | | 243,263 | | | 186,489 |
Commitments and Contingencies (Note 8) | | | | | ||
Members’ Equity | | | | | ||
Preferred units, par value $0.00001, unlimited units authorized, no units issued and outstanding at September 30, 2022 and December 31, 2021 | | | — | | | — |
Ordinary units, par value $0.00001; unlimited units authorized; 111,107,688 and 110,867,483 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | | | 1 | | | 1 |
Additional paid-in capital | | | 211,972 | | | 269,131 |
Accumulated deficit | | | (10,238) | | | (5,895) |
Total members’ equity | | | 201,735 | | | 263,237 |
Total liabilities and members’ equity | | | $444,998 | | | $449,726 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Revenue | | | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 12,955 | | | 9,621 | | | 36,758 | | | 25,723 |
Selling, general and administrative expense | | | 20,331 | | | 8,335 | | | 53,822 | | | 21,798 |
Product development expense | | | 4,159 | | | 2,841 | | | 11,981 | | | 7,422 |
Depreciation and amortization | | | 9,097 | | | 10,708 | | | 27,215 | | | 32,534 |
Total operating costs and expenses | | | 46,542 | | | 31,505 | | | 129,776 | | | 87,477 |
Income from operations | | | 3,860 | | | 6,744 | | | 10,711 | | | 13,335 |
Other expense | | | | | | | | | ||||
Interest expense, net | | | (4,786) | | | (4,300) | | | (10,998) | | | (14,863) |
Other expense, net | | | (263) | | | (89) | | | (329) | | | (119) |
Total other expense | | | (5,049) | | | (4,389) | | | (11,327) | | | (14,982) |
Net (loss) income before income tax | | | (1,189) | | | 2,355 | | | (616) | | | (1,647) |
Income tax provision (benefit) | | | 3,474 | | | 461 | | | 3,727 | | | (214) |
Net (loss) income and comprehensive (loss) income | | | $(4,663) | | | $1,894 | | | $(4,343) | | | $(1,433) |
Net (loss) income per unit: | | | | | | | | | ||||
Basic | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
Diluted | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
Weighted-average units of ordinary units outstanding: | | | | | | | | | ||||
Basic | | | 111,098,038 | | | 110,611,462 | | | 110,984,923 | | | 108,293,197 |
Diluted | | | 111,098,038 | | | 110,626,218 | | | 110,984,923 | | | 108,293,197 |
| | Series Y Preferred Units (Par value $0.00001) | | | Series X Ordinary Units (Par value $0.00001) | | | Additional paid-in capital | | | Accumulated deficit | | | Total members’ equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance at December 31, 2021 | | | — | | | $— | | | 110,867,483 | | | $1 | | | $269,131 | | | $(5,895) | | | $263,237 |
Net income | | | — | | | — | | | — | | | — | | | — | | | 4,629 | | | 4,629 |
Interest on the promissory note to a member | | | — | | | — | | | — | | | — | | | (741) | | | — | | | (741) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 349 | | | — | | | 349 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 414 | | | — | | | 414 |
Exercise of stock options | | | — | | | — | | | 26,384 | | | — | | | 119 | | | — | | | 119 |
Balance at March 31, 2022 | | | — | | | — | | | 110,893,867 | | | 1 | | | 269,272 | | | (1,266) | | | 268,007 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (4,309) | | | (4,309) |
Member distributions | | | — | | | — | | | — | | | — | | | (83,313) | | | — | | | (83,313) |
Interest on the promissory note to a member | | | — | | | — | | | — | | | — | | | (746) | | | — | | | (746) |
Repayment of promissory note to a member | | | — | | | — | | | — | | | — | | | 427 | | | — | | | 427 |
Payment of interest on promissory note to member | | | — | | | — | | | — | | | — | | | 3,362 | | | — | | | 3,362 |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 12,598 | | | — | | | 12,598 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 360 | | | — | | | 360 |
Exercise of stock options | | | — | | | — | | | 193,678 | | | — | | | 906 | | | — | | | 906 |
Balance at June 30, 2022 | | | — | | | — | | | 111,087,545 | | | 1 | | | 202,866 | | | (5,575) | | | 197,292 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (4,663) | | | (4,663) |
Interest on the promissory note to a member | | | — | | | — | | | — | | | — | | | (745) | | | — | | | (745) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 9,097 | | | — | | | 9,097 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 643 | | | — | | | 643 |
Exercise of stock options | | | — | | | — | | | 20,143 | | | — | | | 111 | | | — | | | 111 |
Balance at September 30, 2022 | | | — | | | $— | | | 111,107,688 | | | $1 | | | $211,972 | | | $(10,238) | | | $201,735 |
| | Series Y Preferred Units (Par value $0.00001) | | | Series X Ordinary Units (Par value $0.00001) | | | Additional paid-in capital | | | Accumulated deficit | | | Total members’ equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance at December 31, 2020 | | | — | | | $— | | | 105,180,224 | | | $1 | | | $267,216 | | | $(10,959) | | | $256,258 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (5,121) | | | (5,121) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 268 | | | — | | | 268 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 266 | | | — | | | 266 |
Balance at March 31, 2021 | | | — | | | — | | | 105,180,224 | | | 1 | | | 267,750 | | | (16,080) | | | 251,671 |
Net income | | | — | | | — | | | — | | | — | | | — | | | 1,794 | | | 1,794 |
Issuance of units | | | — | | | — | | | 5,387,194 | | | — | | | 30,000 | | | — | | | 30,000 |
Promissory note to a member | | | — | | | — | | | — | | | — | | | (30,000) | | | — | | | (30,000) |
Interest on promissory note to a member | | | — | | | — | | | — | | | — | | | (526) | | | — | | | (526) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 352 | | | — | | | 352 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 302 | | | — | | | 302 |
Balance at June 30, 2021 | | | — | | | — | | | 110,567,418 | | | 1 | | | 267,878 | | | (14,286) | | | 253,593 |
Net income | | | — | | | — | | | — | | | — | | | — | | | 1,894 | | | 1,894 |
Interest on promissory note to a member | | | — | | | — | | | — | | | — | | | (756) | | | — | | | (756) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 356 | | | — | | | 356 |
Unit-based compensation expense | | | — | | | — | | | — | | | — | | | 340 | | | — | | | 340 |
Exercise of stock options | | | — | | | — | | | 130,918 | | | — | | | 589 | | | — | | | 589 |
Balance at September 30, 2021 | | | — | | | $— | | | 110,698,336 | | | $1 | | | 268,407 | | | $(12,392) | | | $256,016 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Operating activities | | | | | ||
Net loss | | | $(4,343) | | | $(1,433) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 23,353 | | | 1,806 |
Accretion of premium on debt | | | — | | | 1,118 |
Amortization of debt issuance costs | | | 759 | | | 897 |
Interest income on promissory note from member | | | (2,232) | | | (1,282) |
Depreciation and amortization | | | 27,215 | | | 32,534 |
Provision for doubtful accounts | | | 27 | | | — |
Deferred income taxes | | | (3,595) | | | (3,855) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (575) | | | (3,622) |
Prepaid expenses and deferred charges | | | (1,144) | | | (1,602) |
Other current assets | | | (4,779) | | | (4,268) |
Other assets | | | (677) | | | 53 |
Accounts payable | | | (524) | | | 1,122 |
Accrued expenses and other current liabilities | | | 4,654 | | | (7,185) |
Deferred revenue | | | (1,345) | | | 5,364 |
Due to related party | | | — | | | 10 |
Other liabilities | | | — | | | (805) |
Net cash provided by operating activities | | | $36,794 | | | $18,852 |
Investing activities | | | | | ||
Purchase of property and equipment | | | $(339) | | | $(156) |
Additions to capitalized software | | | (3,434) | | | (2,184) |
Net cash used in investing activities | | | $(3,773) | | | $(2,340) |
Financing activities | | | | | ||
Proceeds from exercise of stock options | | | $1,136 | | | $589 |
Distributions paid | | | (79,524) | | | — |
Proceeds from issuance of debt | | | 60,000 | | | — |
Payment of debt | | | (2,220) | | | (2,880) |
Payment of debt issuance costs | | | (955) | | | (960) |
Net cash used in financing activities | | | $(21,563) | | | $(3,251) |
Net increase in cash, cash equivalents and restricted cash | | | 11,458 | | | 13,261 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 17,170 | | | 42,786 |
Cash, cash equivalents and restricted cash, end of the period | | | $28,628 | | | $56,047 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $54,655 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $28,628 | | | $56,047 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $12,159 | | | $13,752 |
Income taxes paid | | | $2,207 | | | $8,775 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Repayment of principal and interest on the promissory note to a member from distributions | | | $3,789 | | | $— |
Member distributions | | | $(3,789) | | | $— |
Deferred transaction costs not yet paid | | | $1,168 | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Direct revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Indirect revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
United States | | | $31,127 | | | $23,531 | | | $87,876 | | | $63,533 |
United Kingdom | | | 3,752 | | | 3,127 | | | 10,457 | | | 7,753 |
Rest of the world | | | 15,523 | | | 11,591 | | | 42,154 | | | 29,526 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | September 30, 2022 | | | December 31, 2021 | |
Deferred transaction costs | | | $8,086 | | | $— |
Income tax receivable | | | — | | | 3,274 |
Other current assets | | | 1 | | | 34 |
| | $8,087 | | | $3,308 |
| | September 30, 2022 | | | December 31, 2021 | |
Settlement payable of incentive units on 2016 Plan | | | $2,108 | | | $1,060 |
Income, sales and other taxes payable | | | 2,710 | | | 664 |
Accrued professional service fees | | | 1,452 | | | 184 |
Accrued legal expenses | | | 1,185 | | | 196 |
Accrued infrastructure expenses | | | 567 | | | — |
Employee compensation and benefits | | | 477 | | | 320 |
Settlement payable to a former director | | | 406 | | | 204 |
Deferred rent | | | 362 | | | 196 |
Other accrued expenses | | | 1,162 | | | 715 |
| | $10,429 | | | $3,539 |
| | September 30, 2022 | | | December 31, 2021 | |
Credit Agreement | | | | | ||
Current | | | $5,040 | | | $3,840 |
Non-current | | | 192,900 | | | 136,320 |
| | 197,940 | | | 140,160 | |
Less: unamortized debt issuance costs | | | (3,237) | | | (3,041) |
| | $194,703 | | | $137,119 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Expected life of units (in years)(1) | | | 4.57 - 4.61 | | | 4.55 - 4.61 |
Expected unit price volatility(2) | | | 56.39% - 60.87% | | | 48.20% - 56.46% |
Risk free interest rate(3) | | | 1.37% - 3.05% | | | 0.32% - 0.78% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.75 - $5.81 | | | $1.80 - $2.17 |
Fair value per common unit | | | $5.89 - $11.13 | | | $4.50 - $4.98 |
| | Number of Options | | | Weighted Average Exercise Price | |
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 |
Granted | | | 867,050 | | | $10.37 |
Exercised | | | (240,205) | | | $4.73 |
Forfeited | | | (886,519) | | | $4.63 |
Outstanding at September 30, 2022 | | | 3,182,723 | | | $6.56 |
| | Number of Units | | | Weighted Average Fair Value(1) | |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
Vested | | | (3,293,464) | | | $5.36 |
Unvested at September 30, 2022 | | | 1,013,172 | | | $7.32 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Selling, general and administrative expenses | | | $9,435 | | | $593 | | | $22,870 | | | $1,623 |
Product development expenses | | | 251 | | | 71 | | | 483 | | | 183 |
| | $9,686 | | | $664 | | | $23,353 | | | $1,806 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Numerator: | | | | | | | | | ||||
Net (loss) income and comprehensive (loss) income | | | $(4,663) | | | $1,894 | | | $(4,343) | | | $(1,433) |
Denominator: | | | | | | | | | ||||
Basic weighted average units of ordinary units outstanding | | | 111,098,038 | | | 110,611,462 | | | 110,984,923 | | | 108,293,197 |
Diluted effect of unit-based awards | | | — | | | 14,756 | | | — | | | — |
Diluted weighted average units of ordinary units outstanding | | | 111,098,038 | | | 110,626,218 | | | 110,984,923 | | | 108,293,197 |
| | | | | | | | |||||
Net (loss) income per unit: | | | | | | | | | ||||
Basic | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
Diluted | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Unit options issued under 2020 Plan | | | 996,487 | | | 332,300 | | | 1,630,226 | | | 345,733 |
| | Successor | ||||
| | December 31, 2021 | | | December 31, 2020 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | | | 17,885 | | | 11,833 |
Prepaid expenses | | | 2,330 | | | 1,921 |
Deferred charges | | | 4,611 | | | 3,243 |
Due from related parties | | | — | | | 10 |
Other current assets | | | 3,308 | | | 16 |
Total current assets | | | 43,912 | | | 58,417 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,374 | | | 2,866 |
Capitalized software development costs, net | | | 3,637 | | | 416 |
Intangible assets, net | | | 139,708 | | | 181,874 |
Goodwill | | | 258,619 | | | 258,619 |
Other assets | | | 84 | | | 121 |
Total assets | | | $449,726 | | | $503,705 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,437 | | | $592 |
Accrued expenses and other current liabilities | | | 3,539 | | | 11,043 |
Current maturities of long-term debt, net | | | 3,840 | | | 56,266 |
Deferred revenue | | | 20,077 | | | 13,530 |
Total current liabilities | | | 29,893 | | | 81,431 |
Long-term debt, net | | | 133,279 | | | 137,667 |
Deferred income taxes | | | 20,912 | | | 25,224 |
Other non-current liabilities | | | 2,405 | | | 3,125 |
Total liabilities | | | 186,489 | | | 247,447 |
Commitments and Contingencies (Note 12) | | | | | ||
Members’ Equity | | | | | ||
Preferred units, par value $0.00001, unlimited units authorized, no units issued and outstanding at December 31, 2021 and 2020 | | | — | | | — |
Ordinary units, par value $0.00001; unlimited units authorized; 110,867,483 and 105,180,224 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | | | 1 | | | 1 |
Additional paid-in capital | | | 269,131 | | | 267,216 |
Accumulated deficit | | | (5,895) | | | (10,959) |
Total members’ equity | | | 263,237 | | | 256,258 |
Total liabilities and members’ equity | | | $449,726 | | | $503,705 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Revenue | | | $145,833 | | | $61,078 | | | $43,385 | | | $108,698 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 18,467 | | | 12,954 | | | 27,545 |
Selling, general and administrative expense | | | 30,618 | | | 15,671 | | | 15,583 | | | 32,573 |
Product development expense | | | 10,913 | | | 7,278 | | | 7,136 | | | 11,059 |
Depreciation and amortization | | | 43,234 | | | 17,639 | | | 10,642 | | | 27,412 |
Total operating costs and expenses | | | 122,123 | | | 59,055 | | | 46,315 | | | 98,589 |
Income (loss) from operations | | | 23,710 | | | 2,023 | | | (2,930) | | | 10,109 |
Other (expense) income | | | | | | | | | ||||
Interest (expense) income, net | | | (18,698) | | | (15,082) | | | 277 | | | 386 |
Other income (expense), net | | | 1,288 | | | 142 | | (76) | | | (348) | |
Total other (expense) income | | | (17,410) | | | (14,940) | | 201 | | | 38 | |
Net income (loss) before income tax | | | 6,300 | | | (12,917) | | | (2,729) | | | 10,147 |
Income tax provision (benefit) | | | 1,236 | | | (1,958) | | | (615) | | | 2,441 |
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
| | | | | | | | |||||
Net income (loss) per unit/share: | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
Diluted | | | $0.05 | | $(0.11) | | | $(0.02) | | | $0.08 | |
Weighted-average units/shares of ordinary units/common stock outstanding: | | | | | | | | | ||||
Basic | | | 108,922,180 | | | 101,875,967 | | | 101,449,521 | | | 100,471,506 |
Diluted | | | 108,962,336 | | | 101,875,967 | | | 101,449,521 | | | 100,542,867 |
| | Common Stock (Par value $0.00001) | | | | | | | | ||||||||
| | Shares | | | Amount | | | Additional paid in capital | | | Retained earnings | | | Total stockholders’ equity | | ||
Balance at January 1, 2019 | | | 100,000,000 | | | $1 | | | $245,307 | | | $110,980 | | | $356,288 | | |
Net income | | | — | | | — | | | — | | | 7,706 | | | 7,706 | | |
Vested restricted stock awards | | | 1,421,320 | | | — | | | — | | | — | | | — | | |
Stock-based compensation | | | — | | | — | | | 6,780 | | | — | | | 6,780 | | |
Balance at December 31, 2019 | | | 101,421,320 | | | $1 | | | $252,087 | | | $118,686 | | | $370,774 | | |
Net loss | | | — | | | — | | | — | | | (2,114) | | | (2,114) | | |
Vested restricted stock awards | | | 63,452 | | | — | | | — | | | — | | | — | | |
Stock-based compensation | | | — | | | — | | | 343 | | | — | | | 343 | | |
Balance at June 10, 2020 | | | 101,484,772 | | | $1 | | | $252,430 | | | $116,572 | | | $369,003 | |
| | Series Y Preferred Units (Par value $0.00001) | | | Series X Ordinary Units (Par value $0.00001) | | | | | | | ||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Additional paid- in capital | | | Accumulated deficit | | | Total members’ equity | |
Balance at June 11, 2020 | | | 1,484,722 | | | $— | | | 101,554,472 | | | $1 | | | $248,845 | | | $— | | $248,846 | |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (10,959) | | | (10,959) |
Issuance of units | | | — | | | — | | | 3,625,752 | | | — | | | 25,000 | | | — | | | 25,000 |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 318 | | | — | | | 318 |
Vested Series Y preferred units | | | 38,121 | | | — | | | — | | | — | | | 192 | | | — | | | 192 |
Unit-based compensation | | | — | | | — | | | — | | | — | | | 414 | | | — | | | 414 |
Repurchase of Series Y preferred units | | | (1,522,843) | | | — | | | — | | | — | | | (7,553) | | | — | | | $(7,553) |
Balance at December 31, 2020 | | | — | | | $— | | | 105,180,224 | | | $1 | | | $267,216 | | | $(10,959) | | | $256,258 |
Net income | | | — | | | — | | | — | | | — | | | — | | | 5,064 | | | 5,064 |
Issuance of units | | | — | | | — | | | 5,387,194 | | | — | | | 30,000 | | | — | | | 30,000 |
Promissory note to a member | | | — | | | — | | | — | | | — | | | (30,000) | | | — | | | (30,000) |
Interest on the promissory note to a member | | | — | | | — | | | — | | | — | | | (2,038) | | | — | | | (2,038) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 1,333 | | | — | | | 1,333 |
Unit-based compensation | | | — | | | — | | | — | | | — | | | 1,269 | | | — | | | 1,269 |
Exercise of stock options | | | — | | | — | | | 300,065 | | | | | 1,351 | | | — | | | 1,351 | |
Balance at December 31, 2021 | | | — | | | $— | | | 110,867,483 | | | $1 | | | $269,131 | | | $(5,895) | | | $263,237 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | June 11, 2020 through December 31, 2020 | | | January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Operating activities | | | | | | | | | ||||
Net income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | ||||
Share/Unit-based compensation | | | 2,602 | | | 924 | | | 343 | | | 6,780 |
Gain on Paycheck Protection Program loan forgiveness | | | (1,535) | | | — | | | — | | | — |
Accrual of premium on debt | | | 1,118 | | | 3,682 | | | — | | | — |
Amortization of debt issuance costs | | | 1,180 | | | 564 | | | — | | | — |
Interest income on promissory note from member | | | (2,038) | | | — | | | — | | | — |
Depreciation and amortization | | | 43,234 | | | 17,639 | | | 10,642 | | | 27,412 |
Provision for doubtful accounts | | | 53 | | | 150 | | | — | | | 282 |
Deferred income taxes | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Loss on disposal of property and equipment | | | — | | | — | | | — | | | 15 |
Changes in operating assets and liabilities: | | | | | | | | | ||||
Accounts receivable | | | (6,105) | | | (2,942) | | | 2,221 | | | (2,351) |
Prepaid expenses and deferred charges | | | (1,777) | | | (437) | | | 521 | | | (1,199) |
Other current assets | | | (3,292) | | | 69 | | | 12 | | | 281 |
Other assets | | | 37 | | | 304 | | | 249 | | | (210) |
Accounts payable | | | 1,845 | | | (1,846) | | | 432 | | | (52) |
Accrued expenses and other current liabilities | | | (7,481) | | | (3,041) | | | 5,587 | | | (6,177) |
Deferred revenue | | | 6,547 | | | 8,624 | | | (110) | | | 3,412 |
Due to/(from) related party | | | 10 | | | (10) | | | (60) | | | (58) |
Other liabilities | | | (720) | | | 821 | | | 301 | | | (41) |
Net cash provided by operating activities | | | $34,430 | | | $9,602 | | | $16,456 | | | $37,973 |
Investing activities | | | | | | | | | ||||
Cash used in acquiring the Predecessor, net of cash acquired | | | $— | | | $(263,843) | | | $— | | | $— |
Purchase of property and equipment | | | (269) | | | (197) | | | (270) | | | (133) |
Additions to capitalized software | | | (3,528) | | | (951) | | | (1,420) | | | (2,327) |
Loans to employees | | | — | | | — | | | — | | | (2,224) |
Proceeds from repayment of loan to employees | | | — | | | — | | | 2,224 | | | — |
Loan to Kunlun | | | — | | | — | | | (14,000) | | | — |
Proceeds from repayment of loan to Kunlun | | | — | | | — | | | 14,000 | | | — |
Net cash (used in) provided by investing activities | | | $(3,797) | | | $(264,991) | | | $534 | | | $(4,684) |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | June 11, 2020 through December 31, 2020 | | | January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Financing activities | | | | | | | | | ||||
Proceeds from exercise of stock options | | | $1,351 | | | $— | | | $— | | | $— |
Contribution from members | | | — | | | 110,000 | | | — | | | — |
Proceeds from issuance of debt | | | — | | | 192,000 | | | — | | | — |
Payment of debt | | | (56,640) | | | — | | | — | | | — |
Payment of debt issuance costs | | | (960) | | | (3,825) | | | — | | | — |
Proceeds from Paycheck Protection Program Loan | | | — | | | — | | | 1,514 | | | — |
Net cash (used in) provided by financing activities | | | $(56,249) | | | $298,175 | | | $1,514 | | | $— |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | $(25,616) | | | $42,786 | | $18,504 | | | $33,289 | |
Cash, cash equivalents and restricted cash, beginning of the period | | | 42,786 | | | — | | | 47,950 | | | 14,661 |
Cash, cash equivalents and restricted cash, end of the period | | | $17,170 | | | $42,786 | | | $66,454 | | | $47,950 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | | | | | ||||
Cash and cash equivalents | | | $15,778 | | | $41,394 | | | $65,062 | | | $46,558 |
Restricted cash | | | 1,392 | | | 1,392 | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $17,170 | | | $42,786 | | | $66,454 | | | $47,950 |
Supplemental disclosure of cash flow information: | | | | | | | | | ||||
Cash interest paid | | | $22,751 | | | $10,336 | | | $2 | | | $99 |
Income taxes paid | | | $9,514 | | | $1,730 | | | $157 | | | $273 |
Supplemental disclosure of non-cash investing activities: | | | | | | | | | ||||
Non-cash capital contribution as part of the purchase price for acquisition for the Predecessor | | | | | | | | | ||||
Deferred payments, at fair value | | | $— | | | $156,082 | | | $— | | | $— |
Issuance of Series Y preferred units, at fair value | | | $— | | $7,364 | | | $— | | | $— | |
Contingent consideration, at fair value | | | $— | | | $400 | | | $— | | | $— |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | ||||
Paycheck Protection Program loan forgiveness | | | $1,535 | | | $— | | | $— | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Direct revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Indirect revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
United States | | | $31,127 | | | $23,531 | | | $87,876 | | | $63,533 |
United Kingdom | | | 3,752 | | | 3,127 | | | 10,457 | | | 7,753 |
Rest of the world | | | 15,523 | | | 11,591 | | | 42,154 | | | 29,526 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | September 30, 2022 | | | December 31, 2021 | |
Deferred transaction costs | | | $8,086 | | | $— |
Income tax receivable | | | — | | | 3,274 |
Other current assets | | | 1 | | | 34 |
| | $8,087 | | | $3,308 |
| | September 30, 2022 | | | December 31, 2021 | |
Settlement payable of incentive units on 2016 Plan | | | $2,108 | | | $1,060 |
Income, sales and other taxes payable | | | 2,710 | | | 664 |
Accrued professional service fees | | | 1,452 | | | 184 |
Accrued legal expenses | | | 1,185 | | | 196 |
Accrued infrastructure expenses | | | 567 | | | — |
Employee compensation and benefits | | | 477 | | | 320 |
Settlement payable to a former director | | | 406 | | | 204 |
Deferred rent | | | 362 | | | 196 |
Other accrued expenses | | | 1,162 | | | 715 |
| | $10,429 | | | $3,539 |
| | September 30, 2022 | | | December 31, 2021 | |
Credit Agreement | | | | | ||
Current | | | $5,040 | | | $3,840 |
Non-current | | | 192,900 | | | 136,320 |
| | 197,940 | | | 140,160 | |
Less: unamortized debt issuance costs | | | (3,237) | | | (3,041) |
| | $194,703 | | | $137,119 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Expected life of units (in years)(1) | | | 4.57 - 4.61 | | | 4.55 - 4.61 |
Expected unit price volatility(2) | | | 56.39% - 60.87% | | | 48.20% - 56.46% |
Risk free interest rate(3) | | | 1.37% - 3.05% | | | 0.32% - 0.78% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.75 - $5.81 | | | $1.80 - $2.17 |
Fair value per common unit | | | $5.89 - $11.13 | | | $4.50 - $4.98 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
(4) | Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. |
| | Number of Options | | | Weighted Average Exercise Price | |
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 |
Granted | | | 867,050 | | | $10.37 |
Exercised | | | (240,205) | | | $4.73 |
Forfeited | | | (886,519) | | | $4.63 |
Outstanding at September 30, 2022 | | | 3,182,723 | | | $6.56 |
| | Number of Units | | | Weighted Average Fair Value(1) | |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
Vested | | | (3,293,464) | | | $5.36 |
Unvested at September 30, 2022 | | | 1,013,172 | | | $7.32 |
(1) | The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Selling, general and administrative expenses | | | $9,435 | | | $593 | | | $22,870 | | | $1,623 |
Product development expenses | | | 251 | | | 71 | | | 483 | | | 183 |
| | $9,686 | | | $664 | | | $23,353 | | | $1,806 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Numerator: | | | | | | | | | ||||
Net (loss) income and comprehensive (loss) income | | | $(4,663) | | | $1,894 | | | $(4,343) | | | $(1,433) |
Denominator: | | | | | | | | | ||||
Basic weighted average units of ordinary units outstanding | | | 111,098,038 | | | 110,611,462 | | | 110,984,923 | | | 108,293,197 |
Diluted effect of unit-based awards | | | — | | | 14,756 | | | — | | | — |
Diluted weighted average units of ordinary units outstanding | | | 111,098,038 | | | 110,626,218 | | | 110,984,923 | | | 108,293,197 |
| | | | | | | | |||||
Net (loss) income per unit: | | | | | | | | | ||||
Basic | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
Diluted | | | $(0.04) | | | $0.02 | | | $(0.04) | | | $(0.01) |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Unit options issued under 2020 Plan | | | 996,487 | | | 332,300 | | | 1,630,226 | | | 345,733 |
| | Successor | ||||
| | December 31, 2021 | | | December 31, 2020 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | | | 17,885 | | | 11,833 |
Prepaid expenses | | | 2,330 | | | 1,921 |
Deferred charges | | | 4,611 | | | 3,243 |
Due from related parties | | | — | | | 10 |
Other current assets | | | 3,308 | | | 16 |
Total current assets | | | 43,912 | | | 58,417 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,374 | | | 2,866 |
Capitalized software development costs, net | | | 3,637 | | | 416 |
Intangible assets, net | | | 139,708 | | | 181,874 |
Goodwill | | | 258,619 | | | 258,619 |
Other assets | | | 84 | | | 121 |
Total assets | | | $449,726 | | | $503,705 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,437 | | | $592 |
Accrued expenses and other current liabilities | | | 3,539 | | | 11,043 |
Current maturities of long-term debt, net | | | 3,840 | | | 56,266 |
Deferred revenue | | | 20,077 | | | 13,530 |
Total current liabilities | | | 29,893 | | | 81,431 |
Long-term debt, net | | | 133,279 | | | 137,667 |
Deferred income taxes | | | 20,912 | | | 25,224 |
Other non-current liabilities | | | 2,405 | | | 3,125 |
Total liabilities | | | 186,489 | | | 247,447 |
Commitments and Contingencies (Note 12) | | | | | ||
Members’ Equity | | | | | ||
Preferred units, par value $0.00001, unlimited units authorized, no units issued and outstanding at December 31, 2021 and 2020 | | | — | | | — |
Ordinary units, par value $0.00001; unlimited units authorized; 110,867,483 and 105,180,224 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | | | 1 | | | 1 |
Additional paid-in capital | | | 269,131 | | | 267,216 |
Accumulated deficit | | | (5,895) | | | (10,959) |
Total members’ equity | | | 263,237 | | | 256,258 |
Total liabilities and members’ equity | | | $449,726 | | | $503,705 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Revenue | | | $145,833 | | | $61,078 | | | $43,385 | | | $108,698 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 18,467 | | | 12,954 | | | 27,545 |
Selling, general and administrative expense | | | 30,618 | | | 15,671 | | | 15,583 | | | 32,573 |
Product development expense | | | 10,913 | | | 7,278 | | | 7,136 | | | 11,059 |
Depreciation and amortization | | | 43,234 | | | 17,639 | | | 10,642 | | | 27,412 |
Total operating costs and expenses | | | 122,123 | | | 59,055 | | | 46,315 | | | 98,589 |
Income (loss) from operations | | | 23,710 | | | 2,023 | | | (2,930) | | | 10,109 |
Other (expense) income | | | | | | | | | ||||
Interest (expense) income, net | | | (18,698) | | | (15,082) | | | 277 | | | 386 |
Other income (expense), net | | | 1,288 | | | 142 | | (76) | | | (348) | |
Total other (expense) income | | | (17,410) | | | (14,940) | | 201 | | | 38 | |
Net income (loss) before income tax | | | 6,300 | | | (12,917) | | | (2,729) | | | 10,147 |
Income tax provision (benefit) | | | 1,236 | | | (1,958) | | | (615) | | | 2,441 |
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
| | | | | | | | |||||
Net income (loss) per unit/share: | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
Diluted | | | $0.05 | | $(0.11) | | | $(0.02) | | | $0.08 | |
Weighted-average units/shares of ordinary units/common stock outstanding: | | | | | | | | | ||||
Basic | | | 108,922,180 | | | 101,875,967 | | | 101,449,521 | | | 100,471,506 |
Diluted | | | 108,962,336 | | | 101,875,967 | | | 101,449,521 | | | 100,542,867 |
| | Common Stock (Par value $0.00001) | | | | | | | ||||||||
| | Shares | | | Amount | | | Additional paid in capital | | | Retained earnings | | | Total stockholders’ equity | ||
Balance at January 1, 2019 | | | 100,000,000 | | | $1 | | | $245,307 | | | $110,980 | | | $356,288 | |
Net income | | | — | | | — | | | — | | | 7,706 | | | 7,706 | |
Vested restricted stock awards | | | 1,421,320 | | | — | | | — | | | — | | | — | |
Stock-based compensation | | | — | | | — | | | 6,780 | | | — | | | 6,780 | |
Balance at December 31, 2019 | | | 101,421,320 | | | $1 | | | $252,087 | | | $118,686 | | | $370,774 | |
Net loss | | | — | | | — | | | — | | | (2,114) | | | (2,114) | |
Vested restricted stock awards | | | 63,452 | | | — | | | — | | | — | | | — | |
Stock-based compensation | | | — | | | — | | | 343 | | | — | | | 343 | |
Balance at June 10, 2020 | | | 101,484,772 | | | $1 | | | $252,430 | | | $116,572 | | | $369,003 |
| | Series Y Preferred Units (Par value $0.00001) | | | Series X Ordinary Units (Par value $0.00001) | | | | | | | ||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Additional paid- in capital | | | Accumulated deficit | | | Total members’ equity | |
Balance at June 11, 2020 | | | 1,484,722 | | | $— | | | 101,554,472 | | | $1 | | | $248,845 | | | $— | | $248,846 | |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (10,959) | | | (10,959) |
Issuance of units | | | — | | | — | | | 3,625,752 | | | — | | | 25,000 | | | — | | | 25,000 |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 318 | | | — | | | 318 |
Vested Series Y preferred units | | | 38,121 | | | — | | | — | | | — | | | 192 | | | — | | | 192 |
Unit-based compensation | | | — | | | — | | | — | | | — | | | 414 | | | — | | | 414 |
Repurchase of Series Y preferred units | | | (1,522,843) | | | — | | | — | | | — | | | (7,553) | | | — | | | $(7,553) |
Balance at December 31, 2020 | | | — | | | $— | | | 105,180,224 | | | $1 | | | $267,216 | | | $(10,959) | | | $256,258 |
Net income | | | — | | | — | | | — | | | — | | | — | | | 5,064 | | | 5,064 |
Issuance of units | | | — | | | — | | | 5,387,194 | | | — | | | 30,000 | | | — | | | 30,000 |
Promissory note to a member | | | — | | | — | | | — | | | — | | | (30,000) | | | — | | | (30,000) |
Interest on the promissory note to a member | | | — | | | — | | | — | | | — | | | (2,038) | | | — | | | (2,038) |
Contribution from member - related party unit-based compensation | | | — | | | — | | | — | | | — | | | 1,333 | | | — | | | 1,333 |
Unit-based compensation | | | — | | | — | | | — | | | — | | | 1,269 | | | — | | | 1,269 |
Exercise of stock options | | | — | | | — | | | 300,065 | | | | | 1,351 | | | — | | | 1,351 | |
Balance at December 31, 2021 | | | — | | | $— | | | 110,867,483 | | | $1 | | | $269,131 | | | $(5,895) | | | $263,237 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | June 11, 2020 through December 31, 2020 | | | January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Operating activities | | | | | | | | | ||||
Net income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | ||||
Share/Unit-based compensation | | | 2,602 | | | 924 | | | 343 | | | 6,780 |
Gain on Paycheck Protection Program loan forgiveness | | | (1,535) | | | — | | | — | | | — |
Accrual of premium on debt | | | 1,118 | | | 3,682 | | | — | | | — |
Amortization of debt issuance costs | | | 1,180 | | | 564 | | | — | | | — |
Interest income on promissory note from member | | | (2,038) | | | — | | | — | | | — |
Depreciation and amortization | | | 43,234 | | | 17,639 | | | 10,642 | | | 27,412 |
Provision for doubtful accounts | | | 53 | | | 150 | | | — | | | 282 |
Deferred income taxes | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Loss on disposal of property and equipment | | | — | | | — | | | — | | | 15 |
Changes in operating assets and liabilities: | | | | | | | | | ||||
Accounts receivable | | | (6,105) | | | (2,942) | | | 2,221 | | | (2,351) |
Prepaid expenses and deferred charges | | | (1,777) | | | (437) | | | 521 | | | (1,199) |
Other current assets | | | (3,292) | | | 69 | | | 12 | | | 281 |
Other assets | | | 37 | | | 304 | | | 249 | | | (210) |
Accounts payable | | | 1,845 | | | (1,846) | | | 432 | | | (52) |
Accrued expenses and other current liabilities | | | (7,481) | | | (3,041) | | | 5,587 | | | (6,177) |
Deferred revenue | | | 6,547 | | | 8,624 | | | (110) | | | 3,412 |
Due to/(from) related party | | | 10 | | | (10) | | | (60) | | | (58) |
Other liabilities | | | (720) | | | 821 | | | 301 | | | (41) |
Net cash provided by operating activities | | | $34,430 | | | $9,602 | | | $16,456 | | | $37,973 |
Investing activities | | | | | | | | | ||||
Cash used in acquiring the Predecessor, net of cash acquired | | | $— | | | $(263,843) | | | $— | | | $— |
Purchase of property and equipment | | | (269) | | | (197) | | | (270) | | | (133) |
Additions to capitalized software | | | (3,528) | | | (951) | | | (1,420) | | | (2,327) |
Loans to employees | | | — | | | — | | | — | | | (2,224) |
Proceeds from repayment of loan to employees | | | — | | | — | | | 2,224 | | | — |
Loan to Kunlun | | | — | | | — | | | (14,000) | | | — |
Proceeds from repayment of loan to Kunlun | | | — | | | — | | | 14,000 | | | — |
Net cash (used in) provided by investing activities | | | $(3,797) | | | $(264,991) | | | $534 | | | $(4,684) |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | June 11, 2020 through December 31, 2020 | | | January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Financing activities | | | | | | | | | ||||
Proceeds from exercise of stock options | | | $1,351 | | | $— | | | $— | | | $— |
Contribution from members | | | — | | | 110,000 | | | — | | | — |
Proceeds from issuance of debt | | | — | | | 192,000 | | | — | | | — |
Payment of debt | | | (56,640) | | | — | | | — | | | — |
Payment of debt issuance costs | | | (960) | | | (3,825) | | | — | | | — |
Proceeds from Paycheck Protection Program Loan | | | — | | | — | | | 1,514 | | | — |
Net cash (used in) provided by financing activities | | | $(56,249) | | | $298,175 | | | $1,514 | | | $— |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | $(25,616) | | | $42,786 | | $18,504 | | | $33,289 | |
Cash, cash equivalents and restricted cash, beginning of the period | | | 42,786 | | | — | | | 47,950 | | | 14,661 |
Cash, cash equivalents and restricted cash, end of the period | | | $17,170 | | | $42,786 | | | $66,454 | | | $47,950 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | | | | | ||||
Cash and cash equivalents | | | $15,778 | | | $41,394 | | | $65,062 | | | $46,558 |
Restricted cash | | | 1,392 | | | 1,392 | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $17,170 | | | $42,786 | | | $66,454 | | | $47,950 |
Supplemental disclosure of cash flow information: | | | | | | | | | ||||
Cash interest paid | | | $22,751 | | | $10,336 | | | $2 | | | $99 |
Income taxes paid | | | $9,514 | | | $1,730 | | | $157 | | | $273 |
Supplemental disclosure of non-cash investing activities: | | | | | | | | | ||||
Non-cash capital contribution as part of the purchase price for acquisition for the Predecessor | | | | | | | | | ||||
Deferred payments, at fair value | | | $— | | | $156,082 | | | $— | | | $— |
Issuance of Series Y preferred units, at fair value | | | $— | | $7,364 | | | $— | | | $— | |
Contingent consideration, at fair value | | | $— | | | $400 | | | $— | | | $— |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | ||||
Paycheck Protection Program loan forgiveness | | | $1,535 | | | $— | | | $— | | | $— |
Level 1 — | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 — | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Successor | ||||||||||
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Successor | ||||||||||
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2020: | | | | | | | | | ||||
Money market funds | | | $16,829 | | | $16,829 | | | $— | | | $— |
| | Estimated Useful Lives | |
Computer equipment | | | 3 years |
Furniture and fixtures | | | 5 years |
Leasehold improvements | | | 5 to 10 years |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Direct revenue | | | $116,031 | | | $49,268 | | | $39,840 | | | $84,000 |
Indirect revenue | | | 29,802 | | | 11,810 | | | 3,545 | | | 24,698 |
| | $145,833 | | | $61,078 | | | $43,385 | | | $108,698 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
United States | | | $93,628 | | | $34,987 | | | $24,921 | | | $68,776 |
United Kingdom | | | 10,704 | | | 5,366 | | | 3,894 | | | 8,940 |
Rest of the world | | | 41,501 | | | 20,725 | | | 14,570 | | | 30,982 |
| | $145,833 | | | $61,078 | | | $43,385 | | | $108,698 |
Cash consideration | | | $330,298 |
Deferred payments to Kunlun | | | 156,082 |
Equity, Series Y preferred units of Grindr Group LLC | | | 7,364 |
Contingent consideration | | | 400 |
Total consideration | | | $494,144 |
Allocation of purchase price: | | | |
Cash, cash equivalents and restricted cash | | | $66,454 |
Accounts receivable | | | 9,041 |
Other current assets | | | 4,811 |
Property and equipment | | | 3,109 |
Tradename | | | 65,844 |
Customer relationships | | | 94,874 |
Technology | | | 37,820 |
Other non-current assets | | | 425 |
Current liabilities | | | (13,871) |
Non-current liabilities | | | (32,982) |
Total identifiable net assets | | | 235,525 |
Goodwill | | | 258,619 |
Total assets acquired | | | $494,144 |
| | Estimated fair value | | | Estimated useful life | | | Valuation approach | |
Tradename | | | 65,844 | | | Indefinite | | | Income approach |
Customer relationship | | | 94,874 | | | 5 years | | | Income approach |
Technology | | | 37,820 | | | 3 years | | | Cost approach |
Net intangible assets acquired | | | $198,538 | | | | |
| | Unaudited Pro Forma Year Ended December 31, | ||||
| | 2020 | | | 2019 | |
Revenue | | | $112,657 | | | $99,612 |
Net loss | | | (22,222) | | | (19,157) |
Loss per share - Basic and diluted | | | $(0.22) | | | $(0.19) |
| | Successor | ||||
| | December 31, 2021 | | | December 31, 2020 | |
Computer equipment | | | $588 | | | $339 |
Furniture and fixtures | | | 346 | | | 326 |
Leasehold improvements | | | 2,641 | | | 2,641 |
| | 3,575 | | | 3,306 | |
Less: Accumulated depreciation | | | (1,201) | | | (440) |
| | $2,374 | | | $2,866 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Goodwill | | | $258,619 | | | $258,619 |
Intangible assets with long lives, net | | | 73,864 | | | 116,030 |
Intangible assets with indefinite lives | | | 65,844 | | | 65,844 |
| | $398,327 | | | $440,493 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of period | | | $258,619 | | | $— |
Goodwill arising from acquisition | | | — | | | 258,619 |
Balance at the end of period | | | $258,619 | | | $258,619 |
| | Successor | ||||||||||
| | December 31, 2021 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(38,700) | | | $56,174 | | | 5 years |
Technology | | | 37,041 | | | (19,351) | | | 17,690 | | | 3 years |
| | $131,915 | | | $(58,051) | | | $73,864 | | |
| | Successor | ||||||||||
| | December 31, 2020 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(9,017) | | | $85,857 | | | 5 years |
Technology | | | 37,166 | | | (6,993) | | | 30,173 | | | 3 years |
| | $132,040 | | | $(16,010) | | | $116,030 | | |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Customer relationships | | | 3.5 years | | | 4.5 years |
Technology | | | 1.5 years | | | 2.5 years |
2022 | | | $35,037 |
2023 | | | 22,341 |
2024 | | | 12,460 |
2025 | | | 4,026 |
Thereafter | | | — |
| | $73,864 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Capitalized software development costs | | | $3,724 | | | $438 |
Less: Accumulated amortization | | | (87) | | | (22) |
| | $3,637 | | | $416 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
United States | | | $6,265 | | | $(12,917) | | | $(2,729) | | | $10,147 |
International | | | 35 | | | — | | | — | | | — |
| | $6,300 | | | $(12,917) | | | $(2,729) | | | $10,147 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Current income tax provision (benefit): | | | | | | | | | ||||
Federal | | | $4,828 | | | $1,461 | | | $760 | | | $341 |
State | | | 711 | | | 521 | | | 193 | | | (73) |
International | | | 9 | | | — | | | — | | | — |
Total current tax provision (benefit): | | | 5,548 | | | 1,982 | | | 953 | | | 268 |
Deferred income tax provision (benefit): | | | | | | | | | ||||
Federal | | | (4,436) | | | (3,552) | | | (1,304) | | | 2,170 |
State | | | 124 | | | (388) | | | (264) | | | 3 |
International | | | — | | | — | | | — | | | — |
Total deferred tax provision (benefit): | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Total income tax provision (benefit) | | | $1,236 | | | $(1,958) | | | $(615) | | | $2,441 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Accrued expenses | | | $474 | | | $393 |
Net operating losses | | | 4 | | | 10 |
General business credit | | | 300 | | | 421 |
Deferred rent | | | 47 | | | — |
Accrued compensation | | | 282 | | | 591 |
Deferred revenue | | | — | | | 204 |
Tax original issue discount | | | 491 | | | 663 |
Capitalized interest carryforward | | | 195 | | | — |
Gross deferred tax assets | | | 1,793 | | | 2,282 |
Less: Valuation allowance | | | — | | | (78) |
Total deferred tax assets | | | 1,793 | | | 2,204 |
Deferred tax liabilities: | | | | | ||
Intangible assets | | | (22,551) | | | (27,291) |
Other | | | (154) | | | (137) |
Total gross deferred tax liabilities: | | | (22,705) | | | (27,428) |
Net deferred tax liabilities | | | $(20,912) | | | $(25,224) |
| | Successor | ||||
| | December 31, 2021 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 468 | | | Do Not Expire |
| | Successor | ||||
| | December 31, 2020 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 603 | | | Do Not Expire |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Income tax provision at the federal statutory rate | | | 21.0% | | | 21.0% | | | 21.0% | | | 21.0% |
State taxes | | | 9.6% | | | (0.9)% | | | 2.4% | | | 1.4% |
Equity compensation | | | 4.4% | | | (0.8)% | | | (1.2)% | | | 2.3% |
Transaction costs | | | —% | | | (4.7)% | | | (0.7)% | | | —% |
Foreign derived intangible income deduction | | | (11.0)% | | | 2.1% | | | 9.8% | | | (2.4)% |
CARES Act | | | —% | | | —% | | | (6.5)% | | | —% |
Change in valuation allowance | | | (1.2)% | | | (0.6)% | | | —% | | | —% |
Other items | | | (3.2)% | | | (0.9)% | | | (2.2)% | | | 1.8% |
| | 19.6% | | | 15.2% | | | 22.6% | | | 24.1% |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Balance at the beginning of the year | | | $232 | | | $171 | | | $149 | | | $128 |
Increase related to current year tax positions | | | 109 | | | 61 | | | 22 | | | 21 |
Balance at end of the year | | | $341 | | | $232 | | | $171 | | | $149 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Income tax receivable | | | $3,274 | | | $— |
Other current assets | | | 34 | | | 16 |
| | $3,308 | | | $16 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accrued repurchase of Series Y Preferred Units | | | $— | | | $7,687 |
Settlement payable of incentive units on 2016 Plan | | | 1,060 | | | — |
Settlement payable to a former director | | | 204 | | | — |
Income and other taxes payable | | | 664 | | | 1,428 |
Employee compensation and benefits | | | 320 | | | 1,460 |
Other accrued expenses | | | 1,291 | | | 468 |
| | $3,539 | | | $11,043 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Credit Agreement | | | | | ||
Current | | | $3,840 | | | $55,522 |
Non-current | | | 136,320 | | | 140,160 |
| | 140,160 | | | 195,682 | |
Less: unamortized debt issuance costs | | | (3,041) | | | (3,261) |
| | 137,119 | | | 192,421 | |
Paycheck Protection Program Loan | | | | | ||
Current | | | — | | | 744 |
Non-current | | | — | | | 768 |
| | — | | | 1,512 | |
Total debt | | | $137,119 | | | $193,933 |
2022 | | | $3,840 |
2023 | | | 3,840 |
2024 | | | 3,840 |
2025 | | | 128,640 |
Thereafter | | | — |
| | $140,160 |
2022 | | | $1,508 |
2023 | | | 1,696 |
2024 | | | 1,746 |
2025 | | | 1,799 |
Thereafter | | | 605 |
| | $7,354 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 4.55 - 4.61 | | | 4.61 |
Expected unit price volatility(2) | | | 48.20% - 56.46% | | | 48.20% |
Risk free interest rate(3) | | | 0.32% - 0.98% | | | 0.42% - 0.56% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.51 | | | $1.80 |
Fair value per common unit | | | $4.50 - $5.89 | | | $4.50 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value (in thousands) | |
Outstanding at June 11, 2020 | | | — | | | $— | | | | | ||
Granted | | | 2,708,025 | | | $4.50 | | | | | ||
Forfeited | | | (183,820) | | | $4.50 | | | | | ||
Outstanding at December 31, 2020 | | | 2,524,205 | | | $4.50 | | | 6.6 | | | $680 |
Granted | | | 1,416,800 | | | $5.66 | | | | | ||
Exercised | | | (300,065) | | | $4.50 | | | | | ||
Forfeited | | | (198,543) | | | $4.58 | | | | | ||
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 | | | 6.1 | | | $3,159 |
| | | | | | | | |||||
Exercisable at December 31, 2020 | | | — | | | $— | | | — | | | $— |
Exercisable at December 31, 2021 | | | 510,686 | | | $4.52 | | | 5.7 | | | $699 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 3.0 | | | 5.0 |
Expected unit price volatility(2) | | | 70.0% | | | 52.0% |
Risk free interest rate(3) | | | 0.4% | | | 0.3% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted | | | $2.42 | | | $2.00 |
Fair value per common unit of SVE | | | $4.98 | | | $4.50 |
(1) | The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Units | | | Weighted Average Grant Date Fair Value | |
Unvested at June 11, 2020 | | | — | | | $— |
Granted | | | 4,052,684 | | | $2.00 |
Vested | | | (159,112) | | | $2.00 |
Unvested at December 31, 2020 | | | 3,893,572 | | | $2.00 |
Granted | | | 1,013,171 | | | $2.42 |
Vested | | | (600,107) | | | $2.22 |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
| | Shares | | | Weighted Average Grant Date Fair Value | |
Outstanding as of January 1, 2019 | | | $— | | | $— |
Granted | | | 1,522,843 | | | 4.41 |
Vested | | | (1,421,320) | | | 4.41 |
Outstanding as of December 31, 2019 | | | 101,523 | | | |
Vested | | | (63,452) | | | 4.41 |
Cancelled | | | (38,071) | | | 4.41 |
Outstanding as of June 10, 2020 | | | — | | |
| | Shares | | | Weighted Average Grant Date Price | |
Outstanding as of January 1, 2019 | | | 2,108,939 | | | $0.68 |
Forfeited | | | (60,250) | | | 0.68 |
Outstanding as of December 31, 2019 | | | 2,048,689 | | | |
Settled | | | (2,048,689) | | | 0.68 |
Outstanding as of June 10, 2020 | | | — | | |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Selling, general and administrative expenses | | | $2,217 | | | $846 | | | $280 | | | $4,636 |
Product development expenses | | | 268 | | | 70 | | | 63 | | | 2,144 |
| | $2,485 | | | $916 | | | $343 | | | $6,780 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Numerator: | | | | | | | | | ||||
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Denominator: | | | | | | | | | ||||
Basic weighted average shares/units of ordinary units/common stock outstanding | | | 108,922,180 | | | 101,875,967 | | | 101,449,521 | | | 100,471,506 |
Diluted effect of unit/stock-based awards | | | 40,156 | | | — | | | — | | | 71,361 |
Diluted weighted average units/shares of ordinary units/common stock outstanding | | | 108,962,336 | | | 101,875,967 | | | 101,449,521 | | | 100,542,867 |
Net income (loss) per units/share | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
Diluted | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Unit options issued under 2020 Plan | | | 1,255,800 | | | 2,524,206 | | | — | | | — |
Director's Options | | | — | | | — | | | 500,000 | | | — |
RSAs issued under 2018 Plan | | | — | | | — | | | 38,071 | | | — |
| | September 30, 2022 | | | December 31, 2021 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $15,778 |
Accounts receivable, net of allowances of $80 and $53 at September 30, 2022 and December 31, 2021, respectively | | | 18,433 | | | 17,885 |
Prepaid expenses | | | 4,336 | | | 2,330 |
Deferred charges | | | 3,749 | | | 4,611 |
Other current assets | | | 8,087 | | | 3,308 |
Total current assets | | | 61,841 | | | 43,912 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,134 | | | 2,374 |
Capitalized software development costs, net | | | 6,916 | | | 3,637 |
Intangible assets, net | | | 113,335 | | | 139,708 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 761 | | | 84 |
Total assets | | | $462,082 | | | $466,810 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $1,913 | | | $2,437 |
Accrued expenses and other current liabilities | | | 10,396 | | | 3,506 |
Deferred payment | | | 140,093 | | | 70,326 |
Current maturities of long-term debt, net | | | 5,040 | | | 3,840 |
Deferred revenue | | | 18,732 | | | 20,077 |
Total current liabilities | | | 176,174 | | | 100,186 |
Deferred payment, non-current | | | — | | | 125,612 |
Long-term debt, net | | | 189,663 | | | 133,279 |
Deferred income taxes | | | 20,444 | | | 28,958 |
Other non-current liabilities | | | 169 | | | 2,405 |
Total liabilities | | | 386,450 | | | 390,440 |
Commitments and Contingencies (Note 8) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | — | | | — |
Additional paid-in capital | | | 119,739 | | | 95,157 |
Accumulated deficit | | | (54,373) | | | (36,236) |
Equity attributable to noncontrolling interest | | | 10,266 | | | 17,449 |
Total members’ equity | | | 75,632 | | | 76,370 |
Total liabilities and members’ equity | | | $462,082 | | | $466,810 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Revenue | | | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 12,955 | | | 9,621 | | | 36,758 | | | 25,723 |
Selling, general and administrative expense | | | 20,331 | | | 8,335 | | | 53,822 | | | 21,798 |
Product development expense | | | 4,159 | | | 2,841 | | | 11,981 | | | 7,422 |
Depreciation and amortization | | | 9,097 | | | 10,708 | | | 27,215 | | | 32,534 |
Total operating costs and expenses | | | 46,542 | | | 31,505 | | | 129,776 | | | 87,477 |
Income from operations | | | 3,860 | | | 6,744 | | | 10,711 | | | 13,335 |
Other expense | | | | | | | | | ||||
Interest expense, net | | | (9,843) | | | (11,118) | | | (30,153) | | | (34,386) |
Other expense, net | | | (263) | | | (89) | | | (329) | | | (119) |
Total other expense | | | (10,106) | | | (11,207) | | | (30,482) | | | (34,505) |
Net loss before income tax | | | (6,246) | | | (4,463) | | | (19,771) | | | (21,170) |
Income tax provision (benefit) | | | (2,485) | | | (1,079) | | | (1,192) | | | (5,019) |
Net loss and comprehensive loss | | | $(3,761) | | | $(3,384) | | | $(18,579) | | | $(16,151) |
Less: Income (loss) attributable to noncontrolling interest | | | (466) | | | 181 | | | (434) | | | (67) |
Net loss attributable to San Vicente Offshore Holdings Limited | | | $(3,295) | | | $(3,565) | | | $(18,145) | | | $(16,084) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | 759,219 | | | $— |
Net loss | | | — | | | — | | | — | | | (1,594) | | | (1,594) | | | 454 | | | (1,140) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (668) | | | — | | | (668) | | | (73) | | | (741) | | | — | | | — |
Unit-based compensation expense | | | — | | | — | | | 349 | | | — | | | 349 | | | 414 | | | 763 | | | 156,221 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 103 | | | — | | | 103 | | | 16 | | | 119 | | | — | | | — |
Balance at March 31, 2022 | | | 3 | | | $— | | | $94,941 | | | $(37,830) | | | $57,111 | | | $18,260 | | | $75,371 | | | 915,440 | | | $— |
Net loss | | | — | | | — | | | — | | | (13,248) | | | (13,248) | | | (430) | | | (13,678) | | | — | | | — |
Subsidiary distributions | | | — | | | — | | | — | | | — | | | — | | | (8,313) | | | (8,313) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (672) | | | — | | | (672) | | | (74) | | | (746) | | | — | | | — |
Repayment of promissory note to a related party | | | — | | | — | | | 385 | | | — | | | 385 | | | 42 | | | 427 | | | — | | | — |
Payment of interest on promissory note to related party | | | — | | | — | | | 3,026 | | | — | | | 3,026 | | | 336 | | | 3,362 | | | — | | | — |
Unit based compensation | | | — | | | — | | | 12,598 | | | — | | | 12,598 | | | 360 | | | 12,958 | | | 2,124,072 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 913 | | | — | | | 913 | | | (7) | | | 906 | | | — | | | — |
Balance at June 30, 2022 | | | 3 | | | $— | | | $111,191 | | | $(51,078) | | | $60,113 | | | $10,174 | | | $70,287 | | | 3,039,512 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,295) | | | (3,295) | | | (466) | | | (3,761) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (671) | | | — | | | (671) | | | (74) | | | (745) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 9,097 | | | — | | | 9,097 | | | 643 | | | 9,740 | | | 1,013,171 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 122 | | | — | | | 122 | | | (11) | | | 111 | | | — | | | — |
Balance at September 30, 2022 | | | 3 | | | $— | | | $119,739 | | | $(54,373) | | | $65,366 | | | $10,266 | | | $75,632 | | | 4,052,683 | | | $— |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | 159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (9,266) | | | (9,266) | | | (252) | | | (9,518) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 268 | | | — | | | 268 | | | 266 | | | 534 | | | 122,767 | | | — |
Balance at March 31, 2021 | | | 3 | | | $— | | | $94,752 | | | $(29,458) | | | $65,294 | | | $15,725 | | | $81,019 | | | 281,879 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,420) | | | (3,420) | | | 171 | | | (3,249) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (476) | | | — | | | (476) | | | (50) | | | (526) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 352 | | | — | | | 352 | | | 302 | | | 654 | | | 157,956 | | | — |
Balance at June 30, 2021 | | | 3 | | | $— | | | $94,628 | | | $(32,878) | | | $61,750 | | | $16,148 | | | $77,898 | | | 439,835 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,565) | | | (3,565) | | | 181 | | | (3,384) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (684) | | | — | | | (684) | | | (72) | | | (756) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 356 | | | — | | | 356 | | | 340 | | | 696 | | | 159,693 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 522 | | | — | | | 522 | | | 67 | | | 589 | | | — | | | — |
Balance at September 30, 2021 | | | 3 | | | $— | | | $94,822 | | | $(36,443) | | | $58,379 | | | $16,664 | | | $75,043 | | | 599,528 | | | $— |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Operating activities | | | | | ||
Net loss | | | $(18,579) | | | $(16,151) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 23,353 | | | 1,806 |
Accretion of premium on debt | | | — | | | 1,118 |
Accretion of interest on deferred payment | | | 19,155 | | | 19,523 |
Amortization of debt issuance costs | | | 759 | | | 897 |
Interest income on promissory note from a related party | | | (2,232) | | | (1,282) |
Depreciation and amortization | | | 27,215 | | | 32,534 |
Provision for doubtful accounts | | | 27 | | | — |
Deferred income taxes | | | (8,514) | | | (8,660) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (575) | | | 3,622 |
Prepaid expenses and deferred charges | | | (1,144) | | | (1,602) |
Other current assets | | | (4,779) | | | (4,268) |
Other assets | | | (677) | | | 53 |
Accounts payable | | | (524) | | | 1,122 |
Accrued expenses and other current liabilities | | | 4,654 | | | (7,185) |
Deferred revenue | | | (1,345) | | | 5,364 |
Due to related party | | | — | | | 10 |
Other liabilities | | | — | | | (805) |
Net cash provided by operating activities | | | $36,794 | | | $18,852 |
Investing activities | | | | | ||
Purchase of property and equipment | | | $(339) | | | $(156) |
Additions to capitalized software | | | (3,434) | | | (2,184) |
Net cash used in investing activities | | | $(3,773) | | | $(2,340) |
Financing activities | | | | | ||
Proceeds from exercise of unit options in subsidiary | | | $1,136 | | | $589 |
Repayment of deferred payment | | | (75,000) | | | — |
Subsidiary distributions paid | | | (4,524) | | | — |
Proceeds from issuance of debt | | | 60,000 | | | — |
Payment of debt | | | (2,220) | | | (2,880) |
Payment of debt issuance costs | | | (955) | | | (960) |
Net cash used in financing activities | | | $(21,563) | | | $(3,251) |
Net increase in cash, cash equivalents and restricted cash | | | 11,458 | | | 13,261 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 17,170 | | | 42,786 |
Cash, cash equivalents and restricted cash, end of the period | | | $28,628 | | | $56,047 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $54,655 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $28,628 | | | $56,047 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $12,159 | | | $13,752 |
Income taxes paid | | | $2,207 | | | $8,775 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Repayment of principal and interest on the promissory note to a related party from distributions | | | $3,789 | | | $— |
Subsidiary distributions to a related party | | | $(3,789) | | | $— |
Deferred transaction costs not yet paid | | | $1,168 | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Direct revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Indirect revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
United States | | | $31,127 | | | $23,531 | | | $87,876 | | | $63,533 |
United Kingdom | | | 3,752 | | | 3,127 | | | 10,457 | | | 7,753 |
Rest of the world | | | 15,523 | | | 11,591 | | | 42,154 | | | 29,526 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | | | Nine Months Ended September 30, | | | |||||||||
| | 2022 | | | 2021 | | | Change | | | 2022 | | | 2021 | | | Change | |
Income tax provision | | | $(2,485) | | | $(1,079) | | | $(1,406) | | | $(1,192) | | | $(5,019) | | | $3,827 |
Effective tax rate | | | 39.79% | | | 24.18% | | | 15.61% | | | 6.03% | | | 23.71% | | | (17.68)% |
| | September 30, 2022 | | | December 31, 2021 | |
Deferred transaction costs | | | $8,086 | | | $— |
Income tax receivable | | | — | | | 3,274 |
Other current assets | | | 1 | | | 34 |
| | $8,087 | | | $3,308 |
| | September 30, 2022 | | | December 31, 2021 | |
Settlement payable of incentive units on 2016 Plan | | | $2,108 | | | $1,060 |
Income, sales and other taxes payable | | | 2,677 | | | 631 |
Accrued professional service fees | | | 1,452 | | | 184 |
Accrued legal expenses | | | 1,185 | | | 196 |
Accrued infrastructure expenses | | | 567 | | | — |
Employee compensation and benefits | | | 477 | | | 320 |
Settlement payable to a former director of Grindr Group | | | 406 | | | 204 |
Deferred rent | | | 362 | | | 196 |
Other accrued expenses | | | 1,162 | | | 715 |
| | $10,396 | | | $3,506 |
| | September 30, 2022 | | | December 31, 2021 | |
Credit Agreement | | | | | ||
Current | | | $5,040 | | | $3,840 |
Non-current | | | 192,900 | | | 136,320 |
| | 197,940 | | | 140,160 | |
Less: unamortized debt issuance costs | | | (3,237) | | | (3,041) |
| | $194,703 | | | $137,119 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Expected life of units (in years)(1) | | | 4.57 - 4.61 | | | 4.55 - 4.61 |
Expected unit price volatility(2) | | | 56.39% - 60.87% | | | 48.20% - 56.46% |
Risk free interest rate(3) | | | 1.37% - 3.05% | | | 0.32% - 0.78% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.75 - $5.81 | | | $1.80 - $2.17 |
Fair value per common unit | | | $5.89 - $11.13 | | | $4.50 - $4.98 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
(4) | Prior to June 10, 2022, Grindr Group has not historically paid cash dividends on its common units. On June 10, 2022, Grindr Group’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. |
| | Number of Options | | | Weighted Average Exercise Price | |
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 |
Granted | | | 867,050 | | | $10.37 |
Exercised | | | (240,205) | | | $4.73 |
Forfeited | | | (886,519) | | | $4.63 |
Outstanding at September 30, 2022 | | | 3,182,723 | | | $6.56 |
| | Number of Units | | | Weighted Average Fair Value(1) | |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
Vested | | | (3,293,464) | | | $5.36 |
Unvested at September 30, 2022 | | | 1,013,172 | | | $7.32 |
(1) | The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Selling, general and administrative expenses | | | $9,435 | | | $593 | | | $22,870 | | | $1,623 |
Product development expenses | | | 251 | | | 71 | | | 483 | | | 183 |
| | $9,686 | | | $664 | | | $23,353 | | | $1,806 |
| | December 31, 2021 | | | December 31, 2020 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | | | 17,885 | | | 11,833 |
Prepaid expenses | | | 2,330 | | | 1,921 |
Deferred charges | | | 4,611 | | | 3,243 |
Due from related parties | | | — | | | 10 |
Other current assets | | | 3,308 | | | 16 |
Total current assets | | | $43,912 | | | $58,417 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,374 | | | 2,866 |
Capitalized software development costs, net | | | 3,637 | | | 416 |
Intangible assets, net | | | 139,708 | | | 181,874 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 84 | | | 121 |
Total assets | | | $466,810 | | | $520,789 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,437 | | | $592 |
Accrued expenses and other current liabilities | | | 3,506 | | | 11,002 |
Deferred payment | | | 70,326 | | | — |
Current maturities of long-term debt, net | | | 3,840 | | | 56,266 |
Deferred revenue | | | 20,077 | | | 13,530 |
Total current liabilities | | | $100,186 | | | $81,390 |
Deferred payment, non-current | | | 125,612 | | | 169,341 |
Long-term debt, net | | | 133,279 | | | 137,667 |
Deferred income taxes | | | 28,958 | | | 39,263 |
Other non-current liabilities | | | 2,405 | | | 3,125 |
Total liabilities | | | $390,440 | | | $430,786 |
Commitments and Contingencies (Note 12) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | $— | | | $— |
Additional paid-in capital | | | 95,157 | | | 94,484 |
Accumulated deficit | | | (36,236) | | | (20,192) |
Equity attributable to noncontrolling interests | | | 17,449 | | | 15,711 |
Total members’ equity | | | $76,370 | | | $90,003 |
Total liabilities and members’ equity | | | $466,810 | | | $520,789 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Revenue | | | $145,833 | | | $61,078 |
Operating costs and expenses | | | | | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 18,467 |
Selling, general and administrative expense | | | 30,618 | | | 15,271 |
Product development expense | | | 10,913 | | | 7,278 |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Total operating costs and expenses | | | $122,123 | | | $58,655 |
Income (loss) from operations | | | $23,710 | | | $2,423 |
Other (expense) income | | | | | ||
Interest (expense) income, net | | | (45,295) | | | (28,341) |
Other income (expense), net | | | 1,288 | | | 142 |
Total other (expense) income | | | $(44,007) | | | $(28,199) |
Net income (loss) before income tax | | | $(20,297) | | | $(25,776) |
Income tax provision (benefit) | | | (4,749) | | | (5,044) |
Net income (loss) and comprehensive income (loss) | | | $(15,548) | | | $(20,732) |
Less: Income/(loss) attributable to noncontrolling interest | | | 496 | | | (540) |
Net income/(loss) attributable to San Vicente Offshore Holdings Limited | | | $(16,044) | | | $(20,192) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | Equity Attributable to Noncontrolling Interests | | | Total Members’ Equity | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Series P Preferred Units | |||||||||||||
| | Units | | | Amount | | | Units | | | Amount | ||||||||||||||||
Balance at February 18, 2020 | | | 3 | | | $— | | | $— | | | $— | | | — | | | $— | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | (20,192) | | | (20,192) | | | (540) | | | (20,732) | | | — | | | — |
Contribution from Parent | | | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | — | |
Issuance of subsidiary equity | | | — | | | — | | | 16,166 | | | — | | | 16,166 | | | 23,198 | | | 39,364 | | | — | | | — |
Vested subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | 192 | | | 192 | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 318 | | | — | | | 318 | | | 414 | | | 732 | | | 159,112 | | | — |
Repurchase of subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | (7,553) | | | (7,553) | | | — | | | — |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | $159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (16,044) | | | (16,044) | | | 496 | | | (15,548) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (1,838) | | | — | | | (1,838) | | | (200) | | | (2,038) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 1,333 | | | — | | | 1,333 | | | 1,269 | | | 2,602 | | | 600,107 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 1,178 | | | — | | | 1,178 | | | 173 | | | 1,351 | | | — | | | — |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | $759,219 | | | $— |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Operating activities | | | | | ||
Net loss | | | $(15,548) | | | $(20,732) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 2,602 | | | 924 |
Gain on Paycheck Protection Program loan forgiveness | | | (1,535) | | | — |
Accretion of premium on debt | | | 1,118 | | | 3,682 |
Accretion of interest on deferred payment | | | 26,597 | | | 13,259 |
Amortization of debt issuance costs | | | 1,180 | | | 564 |
Interest income on promissory note from a related party | | | (2,038) | | | — |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Provision for doubtful accounts | | | 53 | | | 150 |
Deferred income taxes | | | (10,305) | | | (6,985) |
Fair value of contingent liability | | | — | | | (400) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (6,105) | | | (2,942) |
Prepaid expenses and deferred charges | | | (1,777) | | | (437) |
Other current assets | | | (3,292) | | | 69 |
Other assets | | | 37 | | | 304 |
Accounts payable | | | 1,845 | | | (1,846) |
Accrued expenses and other current liabilities | | | (7,473) | | | (3,082) |
Deferred revenue | | | 6,547 | | | 8,624 |
Due to/(from) related party | | | 10 | | | (10) |
Other liabilities | | | (720) | | | 821 |
Net cash provided by operating activities | | | $34,430 | | | $9,602 |
Investing activities | | | | | ||
Cash used in acquiring Grindr Inc., net of cash acquired | | | $— | | | $(263,843) |
Purchase of property and equipment | | | (269) | | | (197) |
Additions to capitalized software | | | (3,528) | | | (951) |
Net cash used in investing activities | | | $(3,797) | | | $(264,991) |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Financing activities | | | | | ||
Proceeds from exercise of stock options | | | $1,351 | | | $— |
Contribution from Parent | | | — | | | 78,000 |
Issuance of subsidiary equity | | | — | | | 32,000 |
Proceeds from issuance of debt | | | — | | | 192,000 |
Payment of debt | | | (56,640) | | | — |
Payment of debt issuance costs | | | (960) | | | (3,825) |
Net cash (used in) provided by financing activities | | | $(56,249) | | | $298,175 |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | $(25,616) | | | $42,786 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 42,786 | | | — |
Cash, cash equivalents and restricted cash, end of the period | | | $17,170 | | | $42,786 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $17,170 | | | $42,786 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $22,751 | | | $10,336 |
Income taxes paid | | | $9,514 | | | $1,730 |
Supplemental disclosure of non-cash investing activities: | | | | | ||
Non-cash capital contribution as part of the purchase price for acquisition of Grindr Inc. | | | | | ||
Deferred payment, at fair value | | | $— | | | $156,082 |
Issuance of subsidiary Series Y preferred units, at fair value | | | $— | | | $7,364 |
Contingent consideration, at fair value | | | $— | | | $400 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Paycheck Protection Program loan forgiveness | | | $1,535 | | | $— |
Cash consideration | | | $330,298 |
Deferred payments to Kunlun | | | 156,082 |
Equity, Series Y preferred units of Grindr Group LLC | | | 7,364 |
Contingent consideration | | | 400 |
Total consideration | | | $494,144 |
Allocation of purchase price: | | | |
Cash, cash equivalents and restricted cash | | | $66,454 |
Accounts receivable | | | 9,041 |
Other current assets | | | 4,811 |
Property and equipment | | | 3,109 |
Tradename | | | 65,844 |
Customer relationships | | | 94,874 |
Technology | | | 37,820 |
Other non-current assets | | | 425 |
Current liabilities | | | (13,871) |
Non-current liabilities | | | (32,982) |
Total identifiable net assets | | | 235,525 |
Goodwill | | | 258,619 |
Total assets acquired | | | $494,144 |
| | Estimated fair value | | | Estimated useful life | | | Valuation approach | |
Tradename | | | 65,844 | | | Indefinite | | | Income approach |
Customer relationship | | | 94,874 | | | 5 years | | | Income approach |
Technology | | | 37,820 | | | 3 years | | | Cost approach |
Net intangible assets acquired | | | $198,538 | | | | |
| | Unaudited Pro Forma Year Ended December 31, | ||||
| | 2020 | | | 2019 | |
Revenue | | | $112,657 | | | $99,612 |
Net loss | | | (22,222) | | | (19,157) |
Loss per share - Basic and diluted | | | $(0.22) | | | $(0.19) |
| | Successor | ||||
| | December 31, 2021 | | | December 31, 2020 | |
Computer equipment | | | $588 | | | $339 |
Furniture and fixtures | | | 346 | | | 326 |
Leasehold improvements | | | 2,641 | | | 2,641 |
| | 3,575 | | | 3,306 | |
Less: Accumulated depreciation | | | (1,201) | | | (440) |
| | $2,374 | | | $2,866 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Goodwill | | | $258,619 | | | $258,619 |
Intangible assets with long lives, net | | | 73,864 | | | 116,030 |
Intangible assets with indefinite lives | | | 65,844 | | | 65,844 |
| | $398,327 | | | $440,493 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of period | | | $258,619 | | | $— |
Goodwill arising from acquisition | | | — | | | 258,619 |
Balance at the end of period | | | $258,619 | | | $258,619 |
| | Successor | ||||||||||
| | December 31, 2021 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(38,700) | | | $56,174 | | | 5 years |
Technology | | | 37,041 | | | (19,351) | | | 17,690 | | | 3 years |
| | $131,915 | | | $(58,051) | | | $73,864 | | |
| | Successor | ||||||||||
| | December 31, 2020 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(9,017) | | | $85,857 | | | 5 years |
Technology | | | 37,166 | | | (6,993) | | | 30,173 | | | 3 years |
| | $132,040 | | | $(16,010) | | | $116,030 | | |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Customer relationships | | | 3.5 years | | | 4.5 years |
Technology | | | 1.5 years | | | 2.5 years |
2022 | | | $35,037 |
2023 | | | 22,341 |
2024 | | | 12,460 |
2025 | | | 4,026 |
Thereafter | | | — |
| | $73,864 |
| | Successor December 31, | ||||
| | 2021 | | | 2020 | |
Capitalized software development costs | | | $3,724 | | | $438 |
Less: Accumulated amortization | | | (87) | | | (22) |
| | $3,637 | | | $416 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
United States | | | $6,265 | | | $(12,917) | | | $(2,729) | | | $10,147 |
International | | | 35 | | | — | | | — | | | — |
| | $6,300 | | | $(12,917) | | | $(2,729) | | | $10,147 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Current income tax provision (benefit): | | | | | | | | | ||||
Federal | | | $4,828 | | | $1,461 | | | $760 | | | $341 |
State | | | 711 | | | 521 | | | 193 | | | (73) |
International | | | 9 | | | — | | | — | | | — |
Total current tax provision (benefit): | | | 5,548 | | | 1,982 | | | 953 | | | 268 |
Deferred income tax provision (benefit): | | | | | | | | | ||||
Federal | | | (4,436) | | | (3,552) | | | (1,304) | | | 2,170 |
State | | | 124 | | | (388) | | | (264) | | | 3 |
International | | | — | | | — | | | — | | | — |
Total deferred tax provision (benefit): | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Total income tax provision (benefit) | | | $1,236 | | | $(1,958) | | | $(615) | | | $2,441 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Accrued expenses | | | $474 | | | $393 |
Net operating losses | | | 4 | | | 10 |
General business credit | | | 300 | | | 421 |
Deferred rent | | | 47 | | | — |
Accrued compensation | | | 282 | | | 591 |
Deferred revenue | | | — | | | 204 |
Tax original issue discount | | | 491 | | | 663 |
Capitalized interest carryforward | | | 195 | | | — |
Gross deferred tax assets | | | 1,793 | | | 2,282 |
Less: Valuation allowance | | | — | | | (78) |
Total deferred tax assets | | | 1,793 | | | 2,204 |
Deferred tax liabilities: | | | | | ||
Intangible assets | | | (22,551) | | | (27,291) |
Other | | | (154) | | | (137) |
Total gross deferred tax liabilities: | | | (22,705) | | | (27,428) |
Net deferred tax liabilities | | | $(20,912) | | | $(25,224) |
| | Successor | ||||
| | December 31, 2021 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 468 | | | Do Not Expire |
| | Successor | ||||
| | December 31, 2020 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 603 | | | Do Not Expire |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Income tax provision at the federal statutory rate | | | 21.0% | | | 21.0% | | | 21.0% | | | 21.0% |
State taxes | | | 9.6% | | | (0.9)% | | | 2.4% | | | 1.4% |
Equity compensation | | | 4.4% | | | (0.8)% | | | (1.2)% | | | 2.3% |
Transaction costs | | | —% | | | (4.7)% | | | (0.7)% | | | —% |
Foreign derived intangible income deduction | | | (11.0)% | | | 2.1% | | | 9.8% | | | (2.4)% |
CARES Act | | | —% | | | —% | | | (6.5)% | | | —% |
Change in valuation allowance | | | (1.2)% | | | (0.6)% | | | —% | | | —% |
Other items | | | (3.2)% | | | (0.9)% | | | (2.2)% | | | 1.8% |
| | 19.6% | | | 15.2% | | | 22.6% | | | 24.1% |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Balance at the beginning of the year | | | $232 | | | $171 | | | $149 | | | $128 |
Increase related to current year tax positions | | | 109 | | | 61 | | | 22 | | | 21 |
Balance at end of the year | | | $341 | | | $232 | | | $171 | | | $149 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Income tax receivable | | | $3,274 | | | $— |
Other current assets | | | 34 | | | 16 |
| | $3,308 | | | $16 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accrued repurchase of Series Y Preferred Units | | | $— | | | $7,687 |
Settlement payable of incentive units on 2016 Plan | | | 1,060 | | | — |
Settlement payable to a former director | | | 204 | | | — |
Income and other taxes payable | | | 664 | | | 1,428 |
Employee compensation and benefits | | | 320 | | | 1,460 |
Other accrued expenses | | | 1,291 | | | 468 |
| | $3,539 | | | $11,043 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Credit Agreement | | | | | ||
Current | | | $3,840 | | | $55,522 |
Non-current | | | 136,320 | | | 140,160 |
| | 140,160 | | | 195,682 | |
Less: unamortized debt issuance costs | | | (3,041) | | | (3,261) |
| | 137,119 | | | 192,421 | |
Paycheck Protection Program Loan | | | | | ||
Current | | | — | | | 744 |
Non-current | | | — | | | 768 |
| | — | | | 1,512 | |
Total debt | | | $137,119 | | | $193,933 |
2022 | | | $3,840 |
2023 | | | 3,840 |
2024 | | | 3,840 |
2025 | | | 128,640 |
Thereafter | | | — |
| | $140,160 |
2022 | | | $1,508 |
2023 | | | 1,696 |
2024 | | | 1,746 |
2025 | | | 1,799 |
Thereafter | | | 605 |
| | $7,354 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 4.55 - 4.61 | | | 4.61 |
Expected unit price volatility(2) | | | 48.20% - 56.46% | | | 48.20% |
Risk free interest rate(3) | | | 0.32% - 0.98% | | | 0.42% - 0.56% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.51 | | | $1.80 |
Fair value per common unit | | | $4.50 - $5.89 | | | $4.50 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value (in thousands) | |
Outstanding at June 11, 2020 | | | — | | | $— | | | | | ||
Granted | | | 2,708,025 | | | $4.50 | | | | | ||
Forfeited | | | (183,820) | | | $4.50 | | | | | ||
Outstanding at December 31, 2020 | | | 2,524,205 | | | $4.50 | | | 6.6 | | | $680 |
Granted | | | 1,416,800 | | | $5.66 | | | | | ||
Exercised | | | (300,065) | | | $4.50 | | | | | ||
Forfeited | | | (198,543) | | | $4.58 | | | | | ||
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 | | | 6.1 | | | $3,159 |
| | | | | | | | |||||
Exercisable at December 31, 2020 | | | — | | | $— | | | — | | | $— |
Exercisable at December 31, 2021 | | | 510,686 | | | $4.52 | | | 5.7 | | | $699 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 3.0 | | | 5.0 |
Expected unit price volatility(2) | | | 70.0% | | | 52.0% |
Risk free interest rate(3) | | | 0.4% | | | 0.3% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted | | | $2.42 | | | $2.00 |
Fair value per common unit of SVE | | | $4.98 | | | $4.50 |
(1) | The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Units | | | Weighted Average Grant Date Fair Value | |
Unvested at June 11, 2020 | | | — | | | $— |
Granted | | | 4,052,684 | | | $2.00 |
Vested | | | (159,112) | | | $2.00 |
Unvested at December 31, 2020 | | | 3,893,572 | | | $2.00 |
Granted | | | 1,013,171 | | | $2.42 |
Vested | | | (600,107) | | | $2.22 |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
| | Shares | | | Weighted Average Grant Date Fair Value | |
Outstanding as of January 1, 2019 | | | $— | | | $— |
Granted | | | 1,522,843 | | | 4.41 |
Vested | | | (1,421,320) | | | 4.41 |
Outstanding as of December 31, 2019 | | | 101,523 | | | |
Vested | | | (63,452) | | | 4.41 |
Cancelled | | | (38,071) | | | 4.41 |
Outstanding as of June 10, 2020 | | | — | | |
| | Shares | | | Weighted Average Grant Date Price | |
Outstanding as of January 1, 2019 | | | 2,108,939 | | | $0.68 |
Forfeited | | | (60,250) | | | 0.68 |
Outstanding as of December 31, 2019 | | | 2,048,689 | | | |
Settled | | | (2,048,689) | | | 0.68 |
Outstanding as of June 10, 2020 | | | — | | |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Selling, general and administrative expenses | | | $2,217 | | | $846 | | | $280 | | | $4,636 |
Product development expenses | | | 268 | | | 70 | | | 63 | | | 2,144 |
| | $2,485 | | | $916 | | | $343 | | | $6,780 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Numerator: | | | | | | | | | ||||
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Denominator: | | | | | | | | | ||||
Basic weighted average shares/units of ordinary units/common stock outstanding | | | 108,922,180 | | | 101,875,967 | | | 101,449,521 | | | 100,471,506 |
Diluted effect of unit/stock-based awards | | | 40,156 | | | — | | | — | | | 71,361 |
Diluted weighted average units/shares of ordinary units/common stock outstanding | | | 108,962,336 | | | 101,875,967 | | | 101,449,521 | | | 100,542,867 |
Net income (loss) per units/share | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
Diluted | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Unit options issued under 2020 Plan | | | 1,255,800 | | | 2,524,206 | | | — | | | — |
Director's Options | | | — | | | — | | | 500,000 | | | — |
RSAs issued under 2018 Plan | | | — | | | — | | | 38,071 | | | — |
| | September 30, 2022 | | | December 31, 2021 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $15,778 |
Accounts receivable, net of allowances of $80 and $53 at September 30, 2022 and December 31, 2021, respectively | | | 18,433 | | | 17,885 |
Prepaid expenses | | | 4,336 | | | 2,330 |
Deferred charges | | | 3,749 | | | 4,611 |
Other current assets | | | 8,087 | | | 3,308 |
Total current assets | | | 61,841 | | | 43,912 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,134 | | | 2,374 |
Capitalized software development costs, net | | | 6,916 | | | 3,637 |
Intangible assets, net | | | 113,335 | | | 139,708 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 761 | | | 84 |
Total assets | | | $462,082 | | | $466,810 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $1,913 | | | $2,437 |
Accrued expenses and other current liabilities | | | 10,396 | | | 3,506 |
Deferred payment | | | 140,093 | | | 70,326 |
Current maturities of long-term debt, net | | | 5,040 | | | 3,840 |
Deferred revenue | | | 18,732 | | | 20,077 |
Total current liabilities | | | 176,174 | | | 100,186 |
Deferred payment, non-current | | | — | | | 125,612 |
Long-term debt, net | | | 189,663 | | | 133,279 |
Deferred income taxes | | | 20,444 | | | 28,958 |
Other non-current liabilities | | | 169 | | | 2,405 |
Total liabilities | | | 386,450 | | | 390,440 |
Commitments and Contingencies (Note 8) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | — | | | — |
Additional paid-in capital | | | 119,739 | | | 95,157 |
Accumulated deficit | | | (54,373) | | | (36,236) |
Equity attributable to noncontrolling interest | | | 10,266 | | | 17,449 |
Total members’ equity | | | 75,632 | | | 76,370 |
Total liabilities and members’ equity | | | $462,082 | | | $466,810 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Revenue | | | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 12,955 | | | 9,621 | | | 36,758 | | | 25,723 |
Selling, general and administrative expense | | | 20,331 | | | 8,335 | | | 53,822 | | | 21,798 |
Product development expense | | | 4,159 | | | 2,841 | | | 11,981 | | | 7,422 |
Depreciation and amortization | | | 9,097 | | | 10,708 | | | 27,215 | | | 32,534 |
Total operating costs and expenses | | | 46,542 | | | 31,505 | | | 129,776 | | | 87,477 |
Income from operations | | | 3,860 | | | 6,744 | | | 10,711 | | | 13,335 |
Other expense | | | | | | | | | ||||
Interest expense, net | | | (9,843) | | | (11,118) | | | (30,153) | | | (34,386) |
Other expense, net | | | (263) | | | (89) | | | (329) | | | (119) |
Total other expense | | | (10,106) | | | (11,207) | | | (30,482) | | | (34,505) |
Net loss before income tax | | | (6,246) | | | (4,463) | | | (19,771) | | | (21,170) |
Income tax provision (benefit) | | | (2,485) | | | (1,079) | | | (1,192) | | | (5,019) |
Net loss and comprehensive loss | | | $(3,761) | | | $(3,384) | | | $(18,579) | | | $(16,151) |
Less: Income (loss) attributable to noncontrolling interest | | | (466) | | | 181 | | | (434) | | | (67) |
Net loss attributable to San Vicente Offshore Holdings Limited | | | $(3,295) | | | $(3,565) | | | $(18,145) | | | $(16,084) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | 759,219 | | | $— |
Net loss | | | — | | | — | | | — | | | (1,594) | | | (1,594) | | | 454 | | | (1,140) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (668) | | | — | | | (668) | | | (73) | | | (741) | | | — | | | — |
Unit-based compensation expense | | | — | | | — | | | 349 | | | — | | | 349 | | | 414 | | | 763 | | | 156,221 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 103 | | | — | | | 103 | | | 16 | | | 119 | | | — | | | — |
Balance at March 31, 2022 | | | 3 | | | $— | | | $94,941 | | | $(37,830) | | | $57,111 | | | $18,260 | | | $75,371 | | | 915,440 | | | $— |
Net loss | | | — | | | — | | | — | | | (13,248) | | | (13,248) | | | (430) | | | (13,678) | | | — | | | — |
Subsidiary distributions | | | — | | | — | | | — | | | — | | | — | | | (8,313) | | | (8,313) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (672) | | | — | | | (672) | | | (74) | | | (746) | | | — | | | — |
Repayment of promissory note to a related party | | | — | | | — | | | 385 | | | — | | | 385 | | | 42 | | | 427 | | | — | | | — |
Payment of interest on promissory note to related party | | | — | | | — | | | 3,026 | | | — | | | 3,026 | | | 336 | | | 3,362 | | | — | | | — |
Unit based compensation | | | — | | | — | | | 12,598 | | | — | | | 12,598 | | | 360 | | | 12,958 | | | 2,124,072 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 913 | | | — | | | 913 | | | (7) | | | 906 | | | — | | | — |
Balance at June 30, 2022 | | | 3 | | | $— | | | $111,191 | | | $(51,078) | | | $60,113 | | | $10,174 | | | $70,287 | | | 3,039,512 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,295) | | | (3,295) | | | (466) | | | (3,761) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (671) | | | — | | | (671) | | | (74) | | | (745) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 9,097 | | | — | | | 9,097 | | | 643 | | | 9,740 | | | 1,013,171 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 122 | | | — | | | 122 | | | (11) | | | 111 | | | — | | | — |
Balance at September 30, 2022 | | | 3 | | | $— | | | $119,739 | | | $(54,373) | | | $65,366 | | | $10,266 | | | $75,632 | | | 4,052,683 | | | $— |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | 159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (9,266) | | | (9,266) | | | (252) | | | (9,518) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 268 | | | — | | | 268 | | | 266 | | | 534 | | | 122,767 | | | — |
Balance at March 31, 2021 | | | 3 | | | $— | | | $94,752 | | | $(29,458) | | | $65,294 | | | $15,725 | | | $81,019 | | | 281,879 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,420) | | | (3,420) | | | 171 | | | (3,249) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (476) | | | — | | | (476) | | | (50) | | | (526) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 352 | | | — | | | 352 | | | 302 | | | 654 | | | 157,956 | | | — |
Balance at June 30, 2021 | | | 3 | | | $— | | | $94,628 | | | $(32,878) | | | $61,750 | | | $16,148 | | | $77,898 | | | 439,835 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,565) | | | (3,565) | | | 181 | | | (3,384) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (684) | | | — | | | (684) | | | (72) | | | (756) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 356 | | | — | | | 356 | | | 340 | | | 696 | | | 159,693 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 522 | | | — | | | 522 | | | 67 | | | 589 | | | — | | | — |
Balance at September 30, 2021 | | | 3 | | | $— | | | $94,822 | | | $(36,443) | | | $58,379 | | | $16,664 | | | $75,043 | | | 599,528 | | | $— |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Operating activities | | | | | ||
Net loss | | | $(18,579) | | | $(16,151) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 23,353 | | | 1,806 |
Accretion of premium on debt | | | — | | | 1,118 |
Accretion of interest on deferred payment | | | 19,155 | | | 19,523 |
Amortization of debt issuance costs | | | 759 | | | 897 |
Interest income on promissory note from a related party | | | (2,232) | | | (1,282) |
Depreciation and amortization | | | 27,215 | | | 32,534 |
Provision for doubtful accounts | | | 27 | | | — |
Deferred income taxes | | | (8,514) | | | (8,660) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (575) | | | 3,622 |
Prepaid expenses and deferred charges | | | (1,144) | | | (1,602) |
Other current assets | | | (4,779) | | | (4,268) |
Other assets | | | (677) | | | 53 |
Accounts payable | | | (524) | | | 1,122 |
Accrued expenses and other current liabilities | | | 4,654 | | | (7,185) |
Deferred revenue | | | (1,345) | | | 5,364 |
Due to related party | | | — | | | 10 |
Other liabilities | | | — | | | (805) |
Net cash provided by operating activities | | | $36,794 | | | $18,852 |
Investing activities | | | | | ||
Purchase of property and equipment | | | $(339) | | | $(156) |
Additions to capitalized software | | | (3,434) | | | (2,184) |
Net cash used in investing activities | | | $(3,773) | | | $(2,340) |
Financing activities | | | | | ||
Proceeds from exercise of unit options in subsidiary | | | $1,136 | | | $589 |
Repayment of deferred payment | | | (75,000) | | | — |
Subsidiary distributions paid | | | (4,524) | | | — |
Proceeds from issuance of debt | | | 60,000 | | | — |
Payment of debt | | | (2,220) | | | (2,880) |
Payment of debt issuance costs | | | (955) | | | (960) |
Net cash used in financing activities | | | $(21,563) | | | $(3,251) |
Net increase in cash, cash equivalents and restricted cash | | | 11,458 | | | 13,261 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 17,170 | | | 42,786 |
Cash, cash equivalents and restricted cash, end of the period | | | $28,628 | | | $56,047 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $54,655 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $28,628 | | | $56,047 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $12,159 | | | $13,752 |
Income taxes paid | | | $2,207 | | | $8,775 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Repayment of principal and interest on the promissory note to a related party from distributions | | | $3,789 | | | $— |
Subsidiary distributions to a related party | | | $(3,789) | | | $— |
Deferred transaction costs not yet paid | | | $1,168 | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2020: | | | | | | | | | ||||
Money market funds | | | $16,829 | | | $16,829 | | | $— | | | $— |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Direct revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Indirect revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
United States | | | $31,127 | | | $23,531 | | | $87,876 | | | $63,533 |
United Kingdom | | | 3,752 | | | 3,127 | | | 10,457 | | | 7,753 |
Rest of the world | | | 15,523 | | | 11,591 | | | 42,154 | | | 29,526 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | | | Nine Months Ended September 30, | | | |||||||||
| | 2022 | | | 2021 | | | Change | | | 2022 | | | 2021 | | | Change | |
Income tax provision | | | $(2,485) | | | $(1,079) | | | $(1,406) | | | $(1,192) | | | $(5,019) | | | $3,827 |
Effective tax rate | | | 39.79% | | | 24.18% | | | 15.61% | | | 6.03% | | | 23.71% | | | (17.68)% |
| | September 30, 2022 | | | December 31, 2021 | |
Deferred transaction costs | | | $8,086 | | | $— |
Income tax receivable | | | — | | | 3,274 |
Other current assets | | | 1 | | | 34 |
| | $8,087 | | | $3,308 |
| | September 30, 2022 | | | December 31, 2021 | |
Settlement payable of incentive units on 2016 Plan | | | $2,108 | | | $1,060 |
Income, sales and other taxes payable | | | 2,677 | | | 631 |
Accrued professional service fees | | | 1,452 | | | 184 |
Accrued legal expenses | | | 1,185 | | | 196 |
Accrued infrastructure expenses | | | 567 | | | — |
Employee compensation and benefits | | | 477 | | | 320 |
Settlement payable to a former director of Grindr Group | | | 406 | | | 204 |
Deferred rent | | | 362 | | | 196 |
Other accrued expenses | | | 1,162 | | | 715 |
| | $10,396 | | | $3,506 |
| | September 30, 2022 | | | December 31, 2021 | |
Credit Agreement | | | | | ||
Current | | | $5,040 | | | $3,840 |
Non-current | | | 192,900 | | | 136,320 |
| | 197,940 | | | 140,160 | |
Less: unamortized debt issuance costs | | | (3,237) | | | (3,041) |
| | $194,703 | | | $137,119 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Expected life of units (in years)(1) | | | 4.57 - 4.61 | | | 4.55 - 4.61 |
Expected unit price volatility(2) | | | 56.39% - 60.87% | | | 48.20% - 56.46% |
Risk free interest rate(3) | | | 1.37% - 3.05% | | | 0.32% - 0.78% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.75 - $5.81 | | | $1.80 - $2.17 |
Fair value per common unit | | | $5.89 - $11.13 | | | $4.50 - $4.98 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
(4) | Prior to June 10, 2022, Grindr Group has not historically paid cash dividends on its common units. On June 10, 2022, Grindr Group’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. |
| | Number of Options | | | Weighted Average Exercise Price | |
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 |
Granted | | | 867,050 | | | $10.37 |
Exercised | | | (240,205) | | | $4.73 |
Forfeited | | | (886,519) | | | $4.63 |
Outstanding at September 30, 2022 | | | 3,182,723 | | | $6.56 |
| | Number of Units | | | Weighted Average Fair Value(1) | |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
Vested | | | (3,293,464) | | | $5.36 |
Unvested at September 30, 2022 | | | 1,013,172 | | | $7.32 |
(1) | The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Selling, general and administrative expenses | | | $9,435 | | | $593 | | | $22,870 | | | $1,623 |
Product development expenses | | | 251 | | | 71 | | | 483 | | | 183 |
| | $9,686 | | | $664 | | | $23,353 | | | $1,806 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Direct revenue | | | $116,031 | | | $49,268 |
Indirect revenue | | | 29,802 | | | 11,810 |
| | $145,833 | | | $61,078 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
United States | | | $93,628 | | | $34,987 |
United Kingdom | | | 10,704 | | | 5,366 |
Rest of the world | | | 41,501 | | | 20,725 |
| | $145,833 | | | $61,078 |
| | December 31, 2021 | | | December 31, 2020 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | | | 17,885 | | | 11,833 |
Prepaid expenses | | | 2,330 | | | 1,921 |
Deferred charges | | | 4,611 | | | 3,243 |
Due from related parties | | | — | | | 10 |
Other current assets | | | 3,308 | | | 16 |
Total current assets | | | $43,912 | | | $58,417 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,374 | | | 2,866 |
Capitalized software development costs, net | | | 3,637 | | | 416 |
Intangible assets, net | | | 139,708 | | | 181,874 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 84 | | | 121 |
Total assets | | | $466,810 | | | $520,789 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,437 | | | $592 |
Accrued expenses and other current liabilities | | | 3,506 | | | 11,002 |
Deferred payment | | | 70,326 | | | — |
Current maturities of long-term debt, net | | | 3,840 | | | 56,266 |
Deferred revenue | | | 20,077 | | | 13,530 |
Total current liabilities | | | $100,186 | | | $81,390 |
Deferred payment, non-current | | | 125,612 | | | 169,341 |
Long-term debt, net | | | 133,279 | | | 137,667 |
Deferred income taxes | | | 28,958 | | | 39,263 |
Other non-current liabilities | | | 2,405 | | | 3,125 |
Total liabilities | | | $390,440 | | | $430,786 |
Commitments and Contingencies (Note 12) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | $— | | | $— |
Additional paid-in capital | | | 95,157 | | | 94,484 |
Accumulated deficit | | | (36,236) | | | (20,192) |
Equity attributable to noncontrolling interests | | | 17,449 | | | 15,711 |
Total members’ equity | | | $76,370 | | | $90,003 |
Total liabilities and members’ equity | | | $466,810 | | | $520,789 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Revenue | | | $145,833 | | | $61,078 |
Operating costs and expenses | | | | | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 18,467 |
Selling, general and administrative expense | | | 30,618 | | | 15,271 |
Product development expense | | | 10,913 | | | 7,278 |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Total operating costs and expenses | | | $122,123 | | | $58,655 |
Income (loss) from operations | | | $23,710 | | | $2,423 |
Other (expense) income | | | | | ||
Interest (expense) income, net | | | (45,295) | | | (28,341) |
Other income (expense), net | | | 1,288 | | | 142 |
Total other (expense) income | | | $(44,007) | | | $(28,199) |
Net income (loss) before income tax | | | $(20,297) | | | $(25,776) |
Income tax provision (benefit) | | | (4,749) | | | (5,044) |
Net income (loss) and comprehensive income (loss) | | | $(15,548) | | | $(20,732) |
Less: Income/(loss) attributable to noncontrolling interest | | | 496 | | | (540) |
Net income/(loss) attributable to San Vicente Offshore Holdings Limited | | | $(16,044) | | | $(20,192) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | Equity Attributable to Noncontrolling Interests | | | Total Members’ Equity | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Series P Preferred Units | |||||||||||||
| | Units | | | Amount | | | Units | | | Amount | ||||||||||||||||
Balance at February 18, 2020 | | | 3 | | | $— | | | $— | | | $— | | | — | | | $— | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | (20,192) | | | (20,192) | | | (540) | | | (20,732) | | | — | | | — |
Contribution from Parent | | | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | — | |
Issuance of subsidiary equity | | | — | | | — | | | 16,166 | | | — | | | 16,166 | | | 23,198 | | | 39,364 | | | — | | | — |
Vested subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | 192 | | | 192 | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 318 | | | — | | | 318 | | | 414 | | | 732 | | | 159,112 | | | — |
Repurchase of subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | (7,553) | | | (7,553) | | | — | | | — |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | $159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (16,044) | | | (16,044) | | | 496 | | | (15,548) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (1,838) | | | — | | | (1,838) | | | (200) | | | (2,038) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 1,333 | | | — | | | 1,333 | | | 1,269 | | | 2,602 | | | 600,107 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 1,178 | | | — | | | 1,178 | | | 173 | | | 1,351 | | | — | | | — |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | $759,219 | | | $— |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Operating activities | | | | | ||
Net loss | | | $(15,548) | | | $(20,732) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 2,602 | | | 924 |
Gain on Paycheck Protection Program loan forgiveness | | | (1,535) | | | — |
Accretion of premium on debt | | | 1,118 | | | 3,682 |
Accretion of interest on deferred payment | | | 26,597 | | | 13,259 |
Amortization of debt issuance costs | | | 1,180 | | | 564 |
Interest income on promissory note from a related party | | | (2,038) | | | — |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Provision for doubtful accounts | | | 53 | | | 150 |
Deferred income taxes | | | (10,305) | | | (6,985) |
Fair value of contingent liability | | | — | | | (400) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (6,105) | | | (2,942) |
Prepaid expenses and deferred charges | | | (1,777) | | | (437) |
Other current assets | | | (3,292) | | | 69 |
Other assets | | | 37 | | | 304 |
Accounts payable | | | 1,845 | | | (1,846) |
Accrued expenses and other current liabilities | | | (7,473) | | | (3,082) |
Deferred revenue | | | 6,547 | | | 8,624 |
Due to/(from) related party | | | 10 | | | (10) |
Other liabilities | | | (720) | | | 821 |
Net cash provided by operating activities | | | $34,430 | | | $9,602 |
Investing activities | | | | | ||
Cash used in acquiring Grindr Inc., net of cash acquired | | | $— | | | $(263,843) |
Purchase of property and equipment | | | (269) | | | (197) |
Additions to capitalized software | | | (3,528) | | | (951) |
Net cash used in investing activities | | | $(3,797) | | | $(264,991) |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Financing activities | | | | | ||
Proceeds from exercise of stock options | | | $1,351 | | | $— |
Contribution from Parent | | | — | | | 78,000 |
Issuance of subsidiary equity | | | — | | | 32,000 |
Proceeds from issuance of debt | | | — | | | 192,000 |
Payment of debt | | | (56,640) | | | — |
Payment of debt issuance costs | | | (960) | | | (3,825) |
Net cash (used in) provided by financing activities | | | $(56,249) | | | $298,175 |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | $(25,616) | | | $42,786 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 42,786 | | | — |
Cash, cash equivalents and restricted cash, end of the period | | | $17,170 | | | $42,786 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $17,170 | | | $42,786 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $22,751 | | | $10,336 |
Income taxes paid | | | $9,514 | | | $1,730 |
Supplemental disclosure of non-cash investing activities: | | | | | ||
Non-cash capital contribution as part of the purchase price for acquisition of Grindr Inc. | | | | | ||
Deferred payment, at fair value | | | $— | | | $156,082 |
Issuance of subsidiary Series Y preferred units, at fair value | | | $— | | | $7,364 |
Contingent consideration, at fair value | | | $— | | | $400 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Paycheck Protection Program loan forgiveness | | | $1,535 | | | $— |
Cash consideration | | | $330,298 |
Deferred payments to Kunlun | | | 156,082 |
Equity, Series Y preferred units of Grindr Group LLC | | | 7,364 |
Contingent consideration | | | 400 |
Total consideration | | | $494,144 |
Allocation of purchase price: | | | |
Cash, cash equivalents and restricted cash | | | $66,454 |
Accounts receivable | | | 9,041 |
Other current assets | | | 4,811 |
Property and equipment | | | 3,109 |
Tradename | | | 65,844 |
Customer relationships | | | 94,874 |
Technology | | | 37,820 |
Other non-current assets | | | 425 |
Current liabilities | | | (13,871) |
Non-current liabilities | | | |
Total identifiable net assets | | | |
Goodwill | | | |
Total assets acquired | | | $494,144 |
| | Estimated fair value | | | Estimated useful life | | | Valuation approach | |
Tradename | | | | | Indefinite | | | Income approach | |
Customer relationship | | | 94,874 | | | 5 years | | | Income approach |
Technology | | | 37,820 | | | 3 years | | | Cost approach |
Net intangible assets acquired | | | $198,538 | | | | |
| | Unaudited Pro Forma Year Ended December 31, | ||||
| | 2020 | | | 2019 | |
Revenue | | | $112,657 | | | $99,612 |
Net loss | | | (22,222) | | | (19,157) |
Loss per share - Basic and diluted | | | $(0.22) | | | $(0.19) |
| | Successor | ||||||||||
| | December 31, 2021 | | December 31, 2020 | | | December 31, 2021 | | December 31, 2020 | |||
Computer equipment | | $588 | | $339 | | $588 | | $339 | ||||
Furniture and fixtures | | 346 | | 326 | | 346 | | 326 | ||||
Leasehold improvements | | 2,641 | | 2,641 | | 2,641 | | 2,641 | ||||
| 3,575 | | 3,306 | | 3,575 | | 3,306 | |||||
Less: Accumulated depreciation | | (1,201) | | (440) | | (1,201) | | (440) | ||||
| $2,374 | | $2,866 | | $2,374 | | $2,866 |
| | December 31, | | | Successor December 31, | |||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | |||
Goodwill | | $275,703 | | $275,703 | | $258,619 | | $258,619 | ||||
Intangible assets with long lives, net | | 73,864 | | 116,030 | | 73,864 | | 116,030 | ||||
Intangible assets with indefinite lives | | 65,844 | | 65,844 | | 65,844 | | 65,844 | ||||
| $415,411 | | $457,577 | | $398,327 | | $440,493 |
| | December 31, | | | Successor December 31, | |||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | |||
Balance at beginning of period | | $275,703 | | $— | | $258,619 | | $— | ||||
Goodwill arising from acquisition | | — | | 275,703 | | — | | 258,619 | ||||
Balance at the end of period | | $275,703 | | $275,703 | | $258,619 | | $258,619 |
| | December 31, 2021 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(38,700) | | | $56,174 | | | 5 years |
Technology | | | 37,041 | | | (19,351) | | | 17,690 | | | 3 years |
| | $131,915 | | | $(58,051) | | | $73,864 | | |
| | December 31, 2020 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(9,017) | | | $85,857 | | | 5 years |
Technology | | | 37,166 | | | (6,993) | | | 30,173 | | | 3 years |
| | $132,040 | | | $(16,010) | | | $116,030 | | |
| | Successor | ||||||||||
| | December 31, 2021 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(38,700) | | | $56,174 | | | 5 years |
Technology | | | 37,041 | | | (19,351) | | | 17,690 | | | 3 years |
| | $131,915 | | | $(58,051) | | | $73,864 | | |
| | Successor | ||||||||||
| | December 31, 2020 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(9,017) | | | $85,857 | | | 5 years |
Technology | | | 37,166 | | | (6,993) | | | 30,173 | | | 3 years |
| | $132,040 | | | $(16,010) | | | $116,030 | | |
| | December 31, | | | Successor December 31, | |||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | |||
Customer relationships | | 3.5 years | | 4.5 years | | 3.5 years | | 4.5 years | ||||
Technology | | 1.5 years | | 2.5 years | | 1.5 years | | 2.5 years |
2022 | | | $35,037 |
2023 | | | 22,341 |
2024 | | | 12,460 |
2025 | | | 4,026 |
Thereafter | | | — |
| | $73,864 |
| | December 31, | | | Successor December 31, | |||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | |||
Capitalized software development costs | | $3,724 | | $438 | | $3,724 | | $438 | ||||
Less: Accumulated amortization | | (87) | | (22) | | (87) | | (22) | ||||
| $3,637 | | $416 | | $3,637 | | $416 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
United States | | | $6,265 | | | $(12,917) | | | $(2,729) | | | $10,147 |
International | | | 35 | | | — | | | — | | | — |
| | $6,300 | | | $(12,917) | | | $(2,729) | | | $10,147 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
United States | | | $(20,332) | | | $(25,776) |
International | | | 35 | | | — |
| | $(20,297) | | | $(25,776) |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Current income tax provision (benefit): | | | | | ||
Federal | | | $4,863 | | | $1,411 |
State | | | 684 | | | 516 |
International | | | 9 | | | — |
Total current tax provision (benefit): | | | 5,556 | | | 1,927 |
Deferred income tax provision (benefit): | | | | | ||
Federal | | | (9,895) | | | (6,193) |
State | | | (410) | | | (778) |
International | | | — | | | — |
Total deferred tax provision (benefit): | | | (10,305) | | | (6,971) |
Total income tax provision (benefit) | | | $(4,749) | | | $(5,044) |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Current income tax provision (benefit): | | | | | | | | | ||||
Federal | | | $4,828 | | | $1,461 | | | $760 | | | $341 |
State | | | 711 | | | 521 | | | 193 | | | (73) |
International | | | 9 | | | — | | | — | | | — |
Total current tax provision (benefit): | | | 5,548 | | | 1,982 | | | 953 | | | 268 |
Deferred income tax provision (benefit): | | | | | | | | | ||||
Federal | | | (4,436) | | | (3,552) | | | (1,304) | | | 2,170 |
State | | | 124 | | | (388) | | | (264) | | | 3 |
International | | | — | | | — | | | — | | | — |
Total deferred tax provision (benefit): | | | (4,312) | | | (3,940) | | | (1,568) | | | 2,173 |
Total income tax provision (benefit) | | | $1,236 | | | $(1,958) | | | $(615) | | | $2,441 |
| | Successor | ||||||||||
| | December 31, | | | December 31, | |||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | |||
Deferred tax assets: | | | | | ||||||||
Accrued expenses | | $474 | | $393 | | $474 | | $393 | ||||
Net operating losses | | 4 | | 10 | | 4 | | 10 | ||||
General business credit | | 300 | | 422 | | 300 | | 421 | ||||
Deferred rent | | 47 | | — | | 47 | | — | ||||
Accrued compensation | | 282 | | 591 | | 282 | | 591 | ||||
Deferred revenue | | — | | 204 | | — | | 204 | ||||
Tax original issue discount | | 491 | | 663 | | 491 | | 663 | ||||
Capitalized interest carryforward | | 278 | | — | | 195 | | — | ||||
Gross deferred tax assets | | 1,876 | | 2,283 | | 1,793 | | 2,282 | ||||
Less: Valuation allowance | | (67) | | (97) | | — | | (78) | ||||
Total deferred tax assets | | 1,809 | | 2,186 | | 1,793 | | 2,204 | ||||
Deferred tax liabilities: | | | | | ||||||||
Intangible assets | | (22,550) | | (27,290) | | (22,551) | | (27,291) | ||||
Deferred consideration interest | | (8,063) | | (14,022) | ||||||||
Other | | (154) | | (137) | | (154) | | (137) | ||||
Total gross deferred tax liabilities: | | (30,767) | | (41,449) | | (22,705) | | (27,428) | ||||
Net deferred tax liabilities | | $(28,958) | | $(39,263) | | $(20,912) | | $(25,224) |
| | Successor | ||||
| | December 31, 2021 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | | | Do Not Expire |
| | Successor | ||||
| | December 31, 2020 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | | | Do Not Expire |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Income tax provision at the statutory rate | | | —% | | | —% |
State taxes | | | (0.7)% | | | 0.8% |
Equity compensation | | | (1.4)% | | | (0.4)% |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Income tax provision at the federal statutory rate | | | 21.0% | | | 21.0% | | | 21.0% | | | 21.0% |
State taxes | | | 9.6% | | | (0.9)% | | | 2.4% | | | 1.4% |
Equity compensation | | | 4.4% | | | (0.8)% | | | (1.2)% | | | 2.3% |
Transaction costs | | | —% | | | (4.7)% | | | (0.7)% | | | —% |
Foreign derived intangible income deduction | | | (11.0)% | | | 2.1% | | | 9.8% | | | (2.4)% |
CARES Act | | | —% | | | —% | | | (6.5)% | | | —% |
Change in valuation allowance | | | (1.2)% | | | (0.6)% | | | —% | | | —% |
Other items | | | (3.2)% | | | (0.9)% | | | (2.2)% | | | 1.8% |
| | 19.6% | | | 15.2% | | | 22.6% | | | 24.1% |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Transaction costs | | | —% | | | (2.4)% |
Foreign derived intangible income deduction | | | 3.4% | | | 1.0% |
CARES Act | | | —% | | | —% |
Change in valuation allowance | | | 0.1% | | | (0.4)% |
Paycheck Protection Program (PPP) | | | 1.7% | | | —% |
U.S./foreign tax rate differential | | | 21.0% | | | 21.0% |
Other items | | | (0.6)% | | | —% |
| | 23.5% | | | 19.6% |
| | Successor | | | Predecessor | |||||||||||||
| | Year ended December 31, 2021 | | From February 18, 2020 through December 31, 2020 | | | Year ended December 31, 2021 | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | Year ended December 31, 2019 | ||||
Balance at the beginning of the year | | $232 | | $171 | | $232 | | $171 | | | $149 | | $128 | |||||
Increase related to current year tax positions | | 95 | | 61 | | 109 | | 61 | | | 22 | | 21 | |||||
Balance at end of the year | | $327 | | $232 | | $341 | | $232 | | | $171 | | $149 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Income tax receivable | | | $3,274 | | | $— |
Other current assets | | | 34 | | | 16 |
| | $3,308 | | | $16 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Income tax receivable | | | $3,274 | | | $— |
Other current assets | | | 34 | | | 16 |
| | $3,308 | | | $16 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accrued repurchase of Series Y Preferred Units | | | $— | | | $7,687 |
Settlement payable of incentive units on 2016 Plan | | | 1,060 | | | — |
Settlement payable to a former director of Grindr Group | | | 204 | | | — |
Income and other taxes payable | | | 631 | | | 1,387 |
Employee compensation and benefits | | | 320 | | | 1,460 |
Other accrued expenses | | | 1,291 | | | 468 |
| | $3,506 | | | $11,002 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Credit Agreement | | | | | ||
Current | | | $3,840 | | | $55,522 |
Non-current | | | 136,320 | | | 140,160 |
| | 140,160 | | | 195,682 | |
Less: unamortized debt issuance costs | | | (3,041) | | | (3,261) |
| | 137,119 | | | 192,421 | |
Paycheck Protection Program Loan | | | | | ||
Current | | | — | | | 744 |
Non-current | | | — | | | 768 |
| | — | | | 1,512 | |
Total debt | | | $137,119 | | | $193,933 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accrued repurchase of Series Y Preferred Units | | | $— | | | $7,687 |
Settlement payable of incentive units on 2016 Plan | | | 1,060 | | | — |
Settlement payable to a former director | | | 204 | | | — |
Income and other taxes payable | | | 664 | | | 1,428 |
Employee compensation and benefits | | | 320 | | | 1,460 |
Other accrued expenses | | | 1,291 | | | 468 |
| | $3,539 | | | $11,043 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Credit Agreement | | | | | ||
Current | | | $3,840 | | | $55,522 |
Non-current | | | 136,320 | | | 140,160 |
| | 140,160 | | | 195,682 | |
Less: unamortized debt issuance costs | | | (3,041) | | | (3,261) |
| | 137,119 | | | 192,421 | |
Paycheck Protection Program Loan | | | | | ||
Current | | | — | | | 744 |
Non-current | | | — | | | 768 |
| | — | | | 1,512 | |
Total debt | | | $137,119 | | | $193,933 |
2022 | | | $3,840 |
2023 | | | 3,840 |
2024 | | | 3,840 |
2025 | | | 128,640 |
Thereafter | | | — |
| | $140,160 |
2022 | | | $1,508 |
2023 | | | 1,696 |
2022 | | $1,508 | ||||
2023 | | 1,696 | ||||
2024 | | 1,746 | | 1,746 | ||
2025 | | 1,799 | | 1,799 | ||
Thereafter | | 605 | | 605 | ||
| $7,354 | | $7,354 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 4.55 - 4.61 | | | 4.61 |
Expected unit price volatility(2) | | | 48.20% - 56.46% | | | 48.20% |
Risk free interest rate(3) | | | 0.32% - 0.98% | | | 0.42% - 0.56% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.51 | | | $1.80 |
Fair value per common unit | | | $4.50 - $5.89 | | | $4.50 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value (in thousands) | |
Outstanding at June 11, 2020 | | | — | | | $— | | | | | ||
Granted | | | 2,708,025 | | | $4.50 | | | | | ||
Forfeited | | | (183,820) | | | $4.50 | | | | | ||
Outstanding at December 31, 2020 | | | 2,524,205 | | | $4.50 | | | 6.6 | | | $680 |
Granted | | | 1,416,800 | | | $5.66 | | | | | ||
Exercised | | | (300,065) | | | $4.50 | | | | | ||
Forfeited | | | (198,543) | | | $4.58 | | | | | ||
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 | | | 6.1 | | | $3,159 |
| | | | | | | | |||||
Exercisable at December 31, 2020 | | | — | | | $— | | | — | | | $— |
Exercisable at December 31, 2021 | | | 510,686 | | | $4.52 | | | 5.7 | | | $699 |
| | Successor | ||||
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 3.0 | | | 5.0 |
Expected unit price volatility(2) | | | 70.0% | | | 52.0% |
Risk free interest rate(3) | | | 0.4% | | | 0.3% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted | | | $2.42 | | | $2.00 |
Fair value per common unit of SVE | | | $4.98 | | | $4.50 |
(1) | The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. |
(2) | Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
| | Number of Units | | | Weighted Average Grant Date Fair Value | |
Unvested at June 11, 2020 | | | — | | | $— |
Granted | | | 4,052,684 | | | $2.00 |
Vested | | | (159,112) | | | $2.00 |
Unvested at December 31, 2020 | | | 3,893,572 | | | $2.00 |
Granted | | | 1,013,171 | | | $2.42 |
Vested | | | (600,107) | | | $2.22 |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
| | Shares | | | Weighted Average Grant Date Fair Value | |
Outstanding as of January 1, 2019 | | | $— | | | $— |
Granted | | | 1,522,843 | | | 4.41 |
Vested | | | (1,421,320) | | | 4.41 |
Outstanding as of December 31, 2019 | | | 101,523 | | | |
Vested | | | (63,452) | | | 4.41 |
Cancelled | | | (38,071) | | | 4.41 |
Outstanding as of June 10, 2020 | | | — | | |
| | Shares | | | Weighted Average Grant Date Price | |
Outstanding as of January 1, 2019 | | | 2,108,939 | | | $0.68 |
Forfeited | | | (60,250) | | | 0.68 |
Outstanding as of December 31, 2019 | | | 2,048,689 | | | |
Settled | | | (2,048,689) | | | 0.68 |
Outstanding as of June 10, 2020 | | | — | | |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Selling, general and administrative expenses | | | $2,217 | | | $846 | | | $280 | | | $4,636 |
Product development expenses | | | 268 | | | 70 | | | 63 | | | 2,144 |
| | $2,485 | | | $916 | | | $343 | | | $6,780 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Numerator: | | | | | | | | | ||||
Net income (loss) and comprehensive income (loss) | | | $5,064 | | | $(10,959) | | | $(2,114) | | | $7,706 |
Denominator: | | | | | | | | | ||||
Basic weighted average shares/units of ordinary units/common stock outstanding | | | 108,922,180 | | | 101,875,967 | | | 101,449,521 | | | 100,471,506 |
Diluted effect of unit/stock-based awards | | | 40,156 | | | — | | | — | | | 71,361 |
Diluted weighted average units/shares of ordinary units/common stock outstanding | | | 108,962,336 | | | 101,875,967 | | | 101,449,521 | | | 100,542,867 |
Net income (loss) per units/share | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
Diluted | | | $0.05 | | | $(0.11) | | | $(0.02) | | | $0.08 |
| | Successor | | | Predecessor | |||||||
| | Year ended December 31, 2021 | | | From June 11, 2020 through December 31, 2020 | | | From January 1, 2020 through June 10, 2020 | | | Year ended December 31, 2019 | |
Unit options issued under 2020 Plan | | | 1,255,800 | | | 2,524,206 | | | — | | | — |
Director's Options | | | — | | | — | | | 500,000 | | | — |
RSAs issued under 2018 Plan | | | — | | | — | | | 38,071 | | | — |
| | September 30, 2022 | | | December 31, 2021 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $15,778 |
Accounts receivable, net of allowances of $80 and $53 at September 30, 2022 and December 31, 2021, respectively | | | 18,433 | | | 17,885 |
Prepaid expenses | | | 4,336 | | | 2,330 |
Deferred charges | | | 3,749 | | | 4,611 |
Other current assets | | | 8,087 | | | 3,308 |
Total current assets | | | 61,841 | | | 43,912 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,134 | | | 2,374 |
Capitalized software development costs, net | | | 6,916 | | | 3,637 |
Intangible assets, net | | | 113,335 | | | 139,708 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 761 | | | 84 |
Total assets | | | $462,082 | | | $466,810 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $1,913 | | | $2,437 |
Accrued expenses and other current liabilities | | | 10,396 | | | 3,506 |
Deferred payment | | | 140,093 | | | 70,326 |
Current maturities of long-term debt, net | | | 5,040 | | | 3,840 |
Deferred revenue | | | 18,732 | | | 20,077 |
Total current liabilities | | | 176,174 | | | 100,186 |
Deferred payment, non-current | | | — | | | 125,612 |
Long-term debt, net | | | 189,663 | | | 133,279 |
Deferred income taxes | | | 20,444 | | | 28,958 |
Other non-current liabilities | | | 169 | | | 2,405 |
Total liabilities | | | 386,450 | | | 390,440 |
Commitments and Contingencies (Note 8) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | — | | | — |
Additional paid-in capital | | | 119,739 | | | 95,157 |
Accumulated deficit | | | (54,373) | | | (36,236) |
Equity attributable to noncontrolling interest | | | 10,266 | | | 17,449 |
Total members’ equity | | | 75,632 | | | 76,370 |
Total liabilities and members’ equity | | | $462,082 | | | $466,810 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Revenue | | | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
Operating costs and expenses | | | | | | | | | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 12,955 | | | 9,621 | | | 36,758 | | | 25,723 |
Selling, general and administrative expense | | | 20,331 | | | 8,335 | | | 53,822 | | | 21,798 |
Product development expense | | | 4,159 | | | 2,841 | | | 11,981 | | | 7,422 |
Depreciation and amortization | | | 9,097 | | | 10,708 | | | 27,215 | | | 32,534 |
Total operating costs and expenses | | | 46,542 | | | 31,505 | | | 129,776 | | | 87,477 |
Income from operations | | | 3,860 | | | 6,744 | | | 10,711 | | | 13,335 |
Other expense | | | | | | | | | ||||
Interest expense, net | | | (9,843) | | | (11,118) | | | (30,153) | | | (34,386) |
Other expense, net | | | (263) | | | (89) | | | (329) | | | (119) |
Total other expense | | | (10,106) | | | (11,207) | | | (30,482) | | | (34,505) |
Net loss before income tax | | | (6,246) | | | (4,463) | | | (19,771) | | | (21,170) |
Income tax provision (benefit) | | | (2,485) | | | (1,079) | | | (1,192) | | | (5,019) |
Net loss and comprehensive loss | | | $(3,761) | | | $(3,384) | | | $(18,579) | | | $(16,151) |
Less: Income (loss) attributable to noncontrolling interest | | | (466) | | | 181 | | | (434) | | | (67) |
Net loss attributable to San Vicente Offshore Holdings Limited | | | $(3,295) | | | $(3,565) | | | $(18,145) | | | $(16,084) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | 759,219 | | | $— |
Net loss | | | — | | | — | | | — | | | (1,594) | | | (1,594) | | | 454 | | | (1,140) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (668) | | | — | | | (668) | | | (73) | | | (741) | | | — | | | — |
Unit-based compensation expense | | | — | | | — | | | 349 | | | — | | | 349 | | | 414 | | | 763 | | | 156,221 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 103 | | | — | | | 103 | | | 16 | | | 119 | | | — | | | — |
Balance at March 31, 2022 | | | 3 | | | $— | | | $94,941 | | | $(37,830) | | | $57,111 | | | $18,260 | | | $75,371 | | | 915,440 | | | $— |
Net loss | | | — | | | — | | | — | | | (13,248) | | | (13,248) | | | (430) | | | (13,678) | | | — | | | — |
Subsidiary distributions | | | — | | | — | | | — | | | — | | | — | | | (8,313) | | | (8,313) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (672) | | | — | | | (672) | | | (74) | | | (746) | | | — | | | — |
Repayment of promissory note to a related party | | | — | | | — | | | 385 | | | — | | | 385 | | | 42 | | | 427 | | | — | | | — |
Payment of interest on promissory note to related party | | | — | | | — | | | 3,026 | | | — | | | 3,026 | | | 336 | | | 3,362 | | | — | | | — |
Unit based compensation | | | — | | | — | | | 12,598 | | | — | | | 12,598 | | | 360 | | | 12,958 | | | 2,124,072 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 913 | | | — | | | 913 | | | (7) | | | 906 | | | — | | | — |
Balance at June 30, 2022 | | | 3 | | | $— | | | $111,191 | | | $(51,078) | | | $60,113 | | | $10,174 | | | $70,287 | | | 3,039,512 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,295) | | | (3,295) | | | (466) | | | (3,761) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (671) | | | — | | | (671) | | | (74) | | | (745) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 9,097 | | | — | | | 9,097 | | | 643 | | | 9,740 | | | 1,013,171 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 122 | | | — | | | 122 | | | (11) | | | 111 | | | — | | | — |
Balance at September 30, 2022 | | | 3 | | | $— | | | $119,739 | | | $(54,373) | | | $65,366 | | | $10,266 | | | $75,632 | | | 4,052,683 | | | $— |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | | | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | | | | | | | | | | | Series P Preferred Units | ||||||||||||
| | Units | | | Amount | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Equity Attributable to Noncontrolling Interest | | | Total Members’ Equity | | | Units | | | Amount | |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | 159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (9,266) | | | (9,266) | | | (252) | | | (9,518) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 268 | | | — | | | 268 | | | 266 | | | 534 | | | 122,767 | | | — |
Balance at March 31, 2021 | | | 3 | | | $— | | | $94,752 | | | $(29,458) | | | $65,294 | | | $15,725 | | | $81,019 | | | 281,879 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,420) | | | (3,420) | | | 171 | | | (3,249) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (476) | | | — | | | (476) | | | (50) | | | (526) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 352 | | | — | | | 352 | | | 302 | | | 654 | | | 157,956 | | | — |
Balance at June 30, 2021 | | | 3 | | | $— | | | $94,628 | | | $(32,878) | | | $61,750 | | | $16,148 | | | $77,898 | | | 439,835 | | | $— |
Net loss | | | — | | | — | | | — | | | (3,565) | | | (3,565) | | | 181 | | | (3,384) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (684) | | | — | | | (684) | | | (72) | | | (756) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 356 | | | — | | | 356 | | | 340 | | | 696 | | | 159,693 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 522 | | | — | | | 522 | | | 67 | | | 589 | | | — | | | — |
Balance at September 30, 2021 | | | 3 | | | $— | | | $94,822 | | | $(36,443) | | | $58,379 | | | $16,664 | | | $75,043 | | | 599,528 | | | $— |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Operating activities | | | | | ||
Net loss | | | $(18,579) | | | $(16,151) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 23,353 | | | 1,806 |
Accretion of premium on debt | | | — | | | 1,118 |
Accretion of interest on deferred payment | | | 19,155 | | | 19,523 |
Amortization of debt issuance costs | | | 759 | | | 897 |
Interest income on promissory note from a related party | | | (2,232) | | | (1,282) |
Depreciation and amortization | | | 27,215 | | | 32,534 |
Provision for doubtful accounts | | | 27 | | | — |
Deferred income taxes | | | (8,514) | | | (8,660) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (575) | | | 3,622 |
Prepaid expenses and deferred charges | | | (1,144) | | | (1,602) |
Other current assets | | | (4,779) | | | (4,268) |
Other assets | | | (677) | | | 53 |
Accounts payable | | | (524) | | | 1,122 |
Accrued expenses and other current liabilities | | | 4,654 | | | (7,185) |
Deferred revenue | | | (1,345) | | | 5,364 |
Due to related party | | | — | | | 10 |
Other liabilities | | | — | | | (805) |
Net cash provided by operating activities | | | $36,794 | | | $18,852 |
Investing activities | | | | | ||
Purchase of property and equipment | | | $(339) | | | $(156) |
Additions to capitalized software | | | (3,434) | | | (2,184) |
Net cash used in investing activities | | | $(3,773) | | | $(2,340) |
Financing activities | | | | | ||
Proceeds from exercise of unit options in subsidiary | | | $1,136 | | | $589 |
Repayment of deferred payment | | | (75,000) | | | — |
Subsidiary distributions paid | | | (4,524) | | | — |
Proceeds from issuance of debt | | | 60,000 | | | — |
Payment of debt | | | (2,220) | | | (2,880) |
Payment of debt issuance costs | | | (955) | | | (960) |
Net cash used in financing activities | | | $(21,563) | | | $(3,251) |
Net increase in cash, cash equivalents and restricted cash | | | 11,458 | | | 13,261 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 17,170 | | | 42,786 |
Cash, cash equivalents and restricted cash, end of the period | | | $28,628 | | | $56,047 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $27,236 | | | $54,655 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $28,628 | | | $56,047 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $12,159 | | | $13,752 |
Income taxes paid | | | $2,207 | | | $8,775 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Repayment of principal and interest on the promissory note to a related party from distributions | | | $3,789 | | | $— |
Subsidiary distributions to a related party | | | $(3,789) | | | $— |
Deferred transaction costs not yet paid | | | $1,168 | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
September 30, 2022: | | | | | | | | | ||||
Money market funds | | | $25,062 | | | $25,062 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Direct revenue | | | $43,209 | | | $30,537 | | | $118,364 | | | $80,733 |
Indirect revenue | | | 7,193 | | | 7,712 | | | 22,123 | | | 20,079 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
United States | | | $31,127 | | | $23,531 | | | $87,876 | | | $63,533 |
United Kingdom | | | 3,752 | | | 3,127 | | | 10,457 | | | 7,753 |
Rest of the world | | | 15,523 | | | 11,591 | | | 42,154 | | | 29,526 |
| | $50,402 | | | $38,249 | | | $140,487 | | | $100,812 |
| | Three Months Ended September 30, | | | | | Nine Months Ended September 30, | | | |||||||||
| | 2022 | | | 2021 | | | Change | | | 2022 | | | 2021 | | | Change | |
Income tax provision | | | $(2,485) | | | $(1,079) | | | $(1,406) | | | $(1,192) | | | $(5,019) | | | $3,827 |
Effective tax rate | | | 39.79% | | | 24.18% | | | 15.61% | | | 6.03% | | | 23.71% | | | (17.68)% |
| | September 30, 2022 | | | December 31, 2021 | |
Deferred transaction costs | | | $8,086 | | | $— |
Income tax receivable | | | — | | | 3,274 |
Other current assets | | | 1 | | | 34 |
| | $8,087 | | | $3,308 |
| | September 30, 2022 | | | December 31, 2021 | |
Settlement payable of incentive units on 2016 Plan | | | $2,108 | | | $1,060 |
Income, sales and other taxes payable | | | 2,677 | | | 631 |
Accrued professional service fees | | | 1,452 | | | 184 |
Accrued legal expenses | | | 1,185 | | | 196 |
Accrued infrastructure expenses | | | 567 | | | — |
Employee compensation and benefits | | | 477 | | | 320 |
Settlement payable to a former director of Grindr Group | | | 406 | | | 204 |
Deferred rent | | | 362 | | | 196 |
Other accrued expenses | | | 1,162 | | | 715 |
| | $10,396 | | | $3,506 |
| | September 30, 2022 | | | December 31, 2021 | |
Credit Agreement | | | | | ||
Current | | | $5,040 | | | $3,840 |
Non-current | | | 192,900 | | | 136,320 |
| | 197,940 | | | 140,160 | |
Less: unamortized debt issuance costs | | | (3,237) | | | (3,041) |
| | $194,703 | | | $137,119 |
| | Nine Months Ended September 30, | ||||
| | 2022 | | | 2021 | |
Expected life of units (in years)(1) | | | 4.57 - 4.61 | | | 4.55 - 4.61 |
Expected unit price volatility(2) | | | 56.39% - 60.87% | | | 48.20% - 56.46% |
Risk free interest rate(3) | | | 1.37% - 3.05% | | | 0.32% - 0.78% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.75 - $5.81 | | | $1.80 - $2.17 |
Fair value per common unit | | | $5.89 - $11.13 | | | $4.50 - $4.98 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
(4) | Prior to June 10, 2022, Grindr Group has not historically paid cash dividends on its common units. On June 10, 2022, Grindr Group’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. |
| | Number of Options | | | Weighted Average Exercise Price | |
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 |
Granted | | | 867,050 | | | $10.37 |
Exercised | | | (240,205) | | | $4.73 |
Forfeited | | | (886,519) | | | $4.63 |
Outstanding at September 30, 2022 | | | 3,182,723 | | | $6.56 |
| | Number of Units | | | Weighted Average Fair Value(1) | |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
Vested | | | (3,293,464) | | | $5.36 |
Unvested at September 30, 2022 | | | 1,013,172 | | | $7.32 |
(1) | The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Selling, general and administrative expenses | | | $9,435 | | | $593 | | | $22,870 | | | $1,623 |
Product development expenses | | | 251 | | | 71 | | | 483 | | | 183 |
| | $9,686 | | | $664 | | | $23,353 | | | $1,806 |
| | December 31, 2021 | | | December 31, 2020 | |
Assets | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | | | 17,885 | | | 11,833 |
Prepaid expenses | | | 2,330 | | | 1,921 |
Deferred charges | | | 4,611 | | | 3,243 |
Due from related parties | | | — | | | 10 |
Other current assets | | | 3,308 | | | 16 |
Total current assets | | | $43,912 | | | $58,417 |
Restricted cash | | | 1,392 | | | 1,392 |
Property and equipment, net | | | 2,374 | | | 2,866 |
Capitalized software development costs, net | | | 3,637 | | | 416 |
Intangible assets, net | | | 139,708 | | | 181,874 |
Goodwill | | | 275,703 | | | 275,703 |
Other assets | | | 84 | | | 121 |
Total assets | | | $466,810 | | | $520,789 |
Liabilities and Members’ Equity | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,437 | | | $592 |
Accrued expenses and other current liabilities | | | 3,506 | | | 11,002 |
Deferred payment | | | 70,326 | | | — |
Current maturities of long-term debt, net | | | 3,840 | | | 56,266 |
Deferred revenue | | | 20,077 | | | 13,530 |
Total current liabilities | | | $100,186 | | | $81,390 |
Deferred payment, non-current | | | 125,612 | | | 169,341 |
Long-term debt, net | | | 133,279 | | | 137,667 |
Deferred income taxes | | | 28,958 | | | 39,263 |
Other non-current liabilities | | | 2,405 | | | 3,125 |
Total liabilities | | | $390,440 | | | $430,786 |
Commitments and Contingencies (Note 12) | | | | | ||
Contingently Redeemable Noncontrolling Interest | | | | | ||
Series P preferred units | | | $— | | | $— |
Members’ Equity | | | | | ||
Ordinary units, par value $0.01 | | | $— | | | $— |
Additional paid-in capital | | | 95,157 | | | 94,484 |
Accumulated deficit | | | (36,236) | | | (20,192) |
Equity attributable to noncontrolling interests | | | 17,449 | | | 15,711 |
Total members’ equity | | | $76,370 | | | $90,003 |
Total liabilities and members’ equity | | | $466,810 | | | $520,789 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Revenue | | | $145,833 | | | $61,078 |
Operating costs and expenses | | | | | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | | | 37,358 | | | 18,467 |
Selling, general and administrative expense | | | 30,618 | | | 15,271 |
Product development expense | | | 10,913 | | | 7,278 |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Total operating costs and expenses | | | $122,123 | | | $58,655 |
Income (loss) from operations | | | $23,710 | | | $2,423 |
Other (expense) income | | | | | ||
Interest (expense) income, net | | | (45,295) | | | (28,341) |
Other income (expense), net | | | 1,288 | | | 142 |
Total other (expense) income | | | $(44,007) | | | $(28,199) |
Net income (loss) before income tax | | | $(20,297) | | | $(25,776) |
Income tax provision (benefit) | | | (4,749) | | | (5,044) |
Net income (loss) and comprehensive income (loss) | | | $(15,548) | | | $(20,732) |
Less: Income/(loss) attributable to noncontrolling interest | | | 496 | | | (540) |
Net income/(loss) attributable to San Vicente Offshore Holdings Limited | | | $(16,044) | | | $(20,192) |
| | Equity Attributable to San Vicente Offshore Holdings (Cayman) Limited | | | Equity Attributable to Noncontrolling Interests | | | Total Members’ Equity | | | Contingently Redeemable Noncontrolling Interest | ||||||||||||||||
| | Ordinary Units (Par value $0.01) | | | Additional paid-in capital | | | Accumulated deficit | | | Total | | | Series P Preferred Units | |||||||||||||
| | Units | | | Amount | | | Units | | | Amount | ||||||||||||||||
Balance at February 18, 2020 | | | 3 | | | $— | | | $— | | | $— | | | — | | | $— | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | (20,192) | | | (20,192) | | | (540) | | | (20,732) | | | — | | | — |
Contribution from Parent | | | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | 78,000 | | | — | | | — | |
Issuance of subsidiary equity | | | — | | | — | | | 16,166 | | | — | | | 16,166 | | | 23,198 | | | 39,364 | | | — | | | — |
Vested subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | 192 | | | 192 | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 318 | | | — | | | 318 | | | 414 | | | 732 | | | 159,112 | | | — |
Repurchase of subsidiary Series Y preferred units | | | — | | | — | | | — | | | — | | | — | | | (7,553) | | | (7,553) | | | — | | | — |
Balance at December 31, 2020 | | | 3 | | | $— | | | $94,484 | | | $(20,192) | | | $74,292 | | | $15,711 | | | $90,003 | | | $159,112 | | | $— |
Net loss | | | — | | | — | | | — | | | (16,044) | | | (16,044) | | | 496 | | | (15,548) | | | — | | | — |
Issuance of subsidiary equity | | | — | | | — | | | 17,644 | | | — | | | 17,644 | | | 12,356 | | | 30,000 | | | — | | | — |
Promissory note to a related party | | | — | | | — | | | (17,644) | | | — | | | (17,644) | | | (12,356) | | | (30,000) | | | — | | | — |
Interest on the promissory note to a related party | | | — | | | — | | | (1,838) | | | — | | | (1,838) | | | (200) | | | (2,038) | | | — | | | — |
Unit-based compensation | | | — | | | — | | | 1,333 | | | — | | | 1,333 | | | 1,269 | | | 2,602 | | | 600,107 | | | — |
Exercise of unit options in subsidiary | | | — | | | — | | | 1,178 | | | — | | | 1,178 | | | 173 | | | 1,351 | | | — | | | — |
Balance at December 31, 2021 | | | 3 | | | $— | | | $95,157 | | | $(36,236) | | | $58,921 | | | $17,449 | | | $76,370 | | | $759,219 | | | $— |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Operating activities | | | | | ||
Net loss | | | $(15,548) | | | $(20,732) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | ||
Unit-based compensation | | | 2,602 | | | 924 |
Gain on Paycheck Protection Program loan forgiveness | | | (1,535) | | | — |
Accretion of premium on debt | | | 1,118 | | | 3,682 |
Accretion of interest on deferred payment | | | 26,597 | | | 13,259 |
Amortization of debt issuance costs | | | 1,180 | | | 564 |
Interest income on promissory note from a related party | | | (2,038) | | | — |
Depreciation and amortization | | | 43,234 | | | 17,639 |
Provision for doubtful accounts | | | 53 | | | 150 |
Deferred income taxes | | | (10,305) | | | (6,985) |
Fair value of contingent liability | | | — | | | (400) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (6,105) | | | (2,942) |
Prepaid expenses and deferred charges | | | (1,777) | | | (437) |
Other current assets | | | (3,292) | | | 69 |
Other assets | | | 37 | | | 304 |
Accounts payable | | | 1,845 | | | (1,846) |
Accrued expenses and other current liabilities | | | (7,473) | | | (3,082) |
Deferred revenue | | | 6,547 | | | 8,624 |
Due to/(from) related party | | | 10 | | | (10) |
Other liabilities | | | (720) | | | 821 |
Net cash provided by operating activities | | | $34,430 | | | $9,602 |
Investing activities | | | | | ||
Cash used in acquiring Grindr Inc., net of cash acquired | | | $— | | | $(263,843) |
Purchase of property and equipment | | | (269) | | | (197) |
Additions to capitalized software | | | (3,528) | | | (951) |
Net cash used in investing activities | | | $(3,797) | | | $(264,991) |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Financing activities | | | | | ||
Proceeds from exercise of stock options | | | $1,351 | | | $— |
Contribution from Parent | | | — | | | 78,000 |
Issuance of subsidiary equity | | | — | | | 32,000 |
Proceeds from issuance of debt | | | — | | | 192,000 |
Payment of debt | | | (56,640) | | | — |
Payment of debt issuance costs | | | (960) | | | (3,825) |
Net cash (used in) provided by financing activities | | | $(56,249) | | | $298,175 |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | $(25,616) | | | $42,786 |
Cash, cash equivalents and restricted cash, beginning of the period | | | 42,786 | | | — |
Cash, cash equivalents and restricted cash, end of the period | | | $17,170 | | | $42,786 |
Reconciliation of cash, cash equivalents and restricted cash | | | | | ||
Cash and cash equivalents | | | $15,778 | | | $41,394 |
Restricted cash | | | 1,392 | | | 1,392 |
Cash, cash equivalents and restricted cash | | | $17,170 | | | $42,786 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash interest paid | | | $22,751 | | | $10,336 |
Income taxes paid | | | $9,514 | | | $1,730 |
Supplemental disclosure of non-cash investing activities: | | | | | ||
Non-cash capital contribution as part of the purchase price for acquisition of Grindr Inc. | | | | | ||
Deferred payment, at fair value | | | $— | | | $156,082 |
Issuance of subsidiary Series Y preferred units, at fair value | | | $— | | | $7,364 |
Contingent consideration, at fair value | | | $— | | | $400 |
Supplemental disclosure of non-cash financing activities: | | | | | ||
Paycheck Protection Program loan forgiveness | | | $1,535 | | | $— |
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. |
Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. |
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 in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2021: | | | | | | | | | ||||
Money market funds | | | $9,648 | | | $9,648 | | | $— | | | $— |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2020: | | | | | | | | | ||||
Money market funds | | | $16,829 | | | $16,829 | | | $— | | | $— |
| | Estimated Useful Lives | |
Computer equipment | | | 3 years |
Furniture and fixtures | | | 5 years |
Leasehold improvements | | | 5 to 10 years |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Direct revenue | | | $116,031 | | | $49,268 |
Indirect revenue | | | 29,802 | | | 11,810 |
| | $145,833 | | | $61,078 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
United States | | | $93,628 | | | $34,987 |
United Kingdom | | | 10,704 | | | 5,366 |
Rest of the world | | | 41,501 | | | 20,725 |
| | $145,833 | | | $61,078 |
Cash consideration | | | $330,298 |
Deferred payments to Kunlun | | | 156,082 |
Equity, Series Y preferred units of Grindr Group LLC | | | 7,364 |
Contingent consideration | | | 400 |
Total consideration | | | $494,144 |
Allocation of purchase price: | | | |
Cash, cash equivalents and restricted cash | | | $66,454 |
Accounts receivable | | | 9,041 |
Other current assets | | | 4,811 |
Property and equipment | | | 3,109 |
Tradename | | | 65,844 |
Customer relationships | | | 94,874 |
Technology | | | 37,820 |
Other non-current assets | | | 425 |
Current liabilities | | | (13,871) |
Non-current liabilities | | | (50,066) |
Total identifiable net assets | | | $218,441 |
Goodwill | | | 275,703 |
Total assets acquired | | | $494,144 |
| | Estimated fair value | | | Estimated useful life | | | Valuation approach | |
Tradename | | | $65,844 | | | Indefinite | | | Income approach |
Customer relationship | | | 94,874 | | | 5 years | | | Income approach |
Technology | | | 37,820 | | | 3 years | | | Cost approach |
Net intangible assets acquired | | | $198,538 | | | | |
| | December 31, 2021 | | | December 31, 2020 | |
Computer equipment | | | $588 | | | $339 |
Furniture and fixtures | | | 346 | | | 326 |
Leasehold improvements | | | 2,641 | | | 2,641 |
| | 3,575 | | | 3,306 | |
Less: Accumulated depreciation | | | (1,201) | | | (440) |
| | $2,374 | | | $2,866 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Goodwill | | | $275,703 | | | $275,703 |
Intangible assets with long lives, net | | | 73,864 | | | 116,030 |
Intangible assets with indefinite lives | | | 65,844 | | | 65,844 |
| | $415,411 | | | $457,577 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of period | | | $275,703 | | | $— |
Goodwill arising from acquisition | | | — | | | 275,703 |
Balance at the end of period | | | $275,703 | | | $275,703 |
| | December 31, 2021 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(38,700) | | | $56,174 | | | 5 years |
Technology | | | 37,041 | | | (19,351) | | | 17,690 | | | 3 years |
| | $131,915 | | | $(58,051) | | | $73,864 | | |
| | December 31, 2020 | ||||||||||
| | Gross Carrying Value | | | Accumulated Amortization | | | Net | | | Weighted Average Useful Life | |
Customer relationships | | | $94,874 | | | $(9,017) | | | $85,857 | | | 5 years |
Technology | | | 37,166 | | | (6,993) | | | 30,173 | | | 3 years |
| | $132,040 | | | $(16,010) | | | $116,030 | | |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Customer relationships | | | 3.5 years | | | 4.5 years |
Technology | | | 1.5 years | | | 2.5 years |
2022 | | | $35,037 |
2023 | | | 22,341 |
2024 | | | 12,460 |
2025 | | | 4,026 |
Thereafter | | | — |
| | $73,864 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Capitalized software development costs | | | $3,724 | | | $438 |
Less: Accumulated amortization | | | (87) | | | (22) |
| | $3,637 | | | $416 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
United States | | | $(20,332) | | | $(25,776) |
International | | | 35 | | | — |
| | $(20,297) | | | $(25,776) |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Current income tax provision (benefit): | | | | | ||
Federal | | | $4,863 | | | $1,411 |
State | | | 684 | | | 516 |
International | | | 9 | | | — |
Total current tax provision (benefit): | | | 5,556 | | | 1,927 |
Deferred income tax provision (benefit): | | | | | ||
Federal | | | (9,895) | | | (6,193) |
State | | | (410) | | | (778) |
International | | | — | | | — |
Total deferred tax provision (benefit): | | | (10,305) | | | (6,971) |
Total income tax provision (benefit) | | | $(4,749) | | | $(5,044) |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Accrued expenses | | | $474 | | | $393 |
Net operating losses | | | 4 | | | 10 |
General business credit | | | 300 | | | 422 |
Deferred rent | | | 47 | | | — |
Accrued compensation | | | 282 | | | 591 |
Deferred revenue | | | — | | | 204 |
Tax original issue discount | | | 491 | | | 663 |
Capitalized interest carryforward | | | 278 | | | — |
Gross deferred tax assets | | | 1,876 | | | 2,283 |
Less: Valuation allowance | | | (67) | | | (97) |
Total deferred tax assets | | | 1,809 | | | 2,186 |
Deferred tax liabilities: | | | | | ||
Intangible assets | | | (22,550) | | | (27,290) |
Deferred consideration interest | | | (8,063) | | | (14,022) |
Other | | | (154) | | | (137) |
Total gross deferred tax liabilities: | | | (30,767) | | | (41,449) |
Net deferred tax liabilities | | | $(28,958) | | | $(39,263) |
| | December 31, 2021 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 469 | | | Do Not Expire |
| | December 31, 2020 | ||||
| | Amount | | | Expiration Years | |
Tax credits, state | | | 605 | | | Do Not Expire |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Income tax provision at the statutory rate | | | —% | | | —% |
State taxes | | | (0.7)% | | | 0.8% |
Equity compensation | | | (1.4)% | | | (0.4)% |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Transaction costs | | | —% | | | (2.4)% |
Foreign derived intangible income deduction | | | 3.4% | | | 1.0% |
CARES Act | | | —% | | | —% |
Change in valuation allowance | | | 0.1% | | | (0.4)% |
Paycheck Protection Program (PPP) | | | 1.7% | | | —% |
U.S./foreign tax rate differential | | | 21.0% | | | 21.0% |
Other items | | | (0.6)% | | | —% |
| | 23.5% | | | 19.6% |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Balance at the beginning of the year | | | $232 | | | $171 |
Increase related to current year tax positions | | | 95 | | | 61 |
Balance at end of the year | | | $327 | | | $232 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Income tax receivable | | | $3,274 | | | $— |
Other current assets | | | 34 | | | 16 |
| | $3,308 | | | $16 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accrued repurchase of Series Y Preferred Units | | | $— | | | $7,687 |
Settlement payable of incentive units on 2016 Plan | | | 1,060 | | | — |
Settlement payable to a former director of Grindr Group | | | 204 | | | — |
Income and other taxes payable | | | 631 | | | 1,387 |
Employee compensation and benefits | | | 320 | | | 1,460 |
Other accrued expenses | | | 1,291 | | | 468 |
| | $3,506 | | | $11,002 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Credit Agreement | | | | | ||
Current | | | $3,840 | | | $55,522 |
Non-current | | | 136,320 | | | 140,160 |
| | 140,160 | | | 195,682 | |
Less: unamortized debt issuance costs | | | (3,041) | | | (3,261) |
| | 137,119 | | | 192,421 | |
Paycheck Protection Program Loan | | | | | ||
Current | | | — | | | 744 |
Non-current | | | — | | | 768 |
| | — | | | 1,512 | |
Total debt | | | $137,119 | | | $193,933 |
2022 | | | $3,840 |
2023 | | | 3,840 |
2024 | | | 3,840 |
2025 | | | 128,640 |
Thereafter | | | — |
| | $140,160 |
2022 | | | $1,508 |
2023 | | | 1,696 |
2024 | | | 1,746 |
2025 | | | 1,799 |
Thereafter | | | 605 |
| | $7,354 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 4.55 - 4.61 | | | 4.61 |
Expected unit price volatility(2) | | | 48.20% - 56.46% | | | 48.20% |
Risk free interest rate(3) | | | 0.32% - 0.98% | | | 0.42 % - 0.56% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per unit of unit options granted | | | $2.51 | | | $1.80 |
Fair value per common unit | | | $4.50 - $5.89 | | | $4.50 |
(1) | The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | Grindr Group has not historically and does not expect to pay any cash dividends on its ordinary units in the foreseeable future |
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (Years) | | | Aggregate Intrinsic Value (in thousands) | |
Outstanding at February 18, 2020 | | | — | | | $— | | | | | ||
Granted | | | 2,708,025 | | | $4.50 | | | | | ||
Forfeited | | | (183,820) | | | $4.50 | | | | | ||
Outstanding at December 31, 2020 | | | 2,524,205 | | | $4.50 | | | 6.6 | | | $680 |
Granted | | | 1,416,800 | | | $5.66 | | | | | ||
Exercised | | | (300,065) | | | $4.50 | | | | | ||
Forfeited | | | (198,543) | | | $4.58 | | | | | ||
Outstanding at December 31, 2021 | | | 3,442,397 | | | $4.97 | | | 6.1 | | | $3,159 |
Exercisable at December 31, 2020 | | | — | | | $— | | | — | | | $— |
Exercisable at December 31, 2021 | | | 510,686 | | | $4.52 | | | 5.7 | | | $699 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Expected life of units (in years)(1) | | | 3.0 | | | 5.0 |
Expected unit price volatility(2) | | | 70.0% | | | 52.0% |
Risk free interest rate(3) | | | 0.4% | | | 0.3% |
Expected dividend yield(4) | | | —% | | | —% |
Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted | | | $2.42 | | | $2.00 |
Fair value per common unit of SVE | | | $4.98 | | | $4.50 |
(1) | The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. |
(2) | Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards |
(3) | The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards |
(4) | Grindr Group has not historically and does not expect to pay any cash dividends on its ordinary units in the foreseeable future |
| | Number of Units | | | Weighted Average Grant Date Fair Value | |
Unvested at February 18, 2020 | | | — | | | $— |
Granted | | | 4,052,684 | | | $2.00 |
Vested | | | (159,112) | | | $2.00 |
Unvested at December 31, 2020 | | | 3,893,572 | | | $2.00 |
Granted | | | 1,013,171 | | | $2.42 |
Vested | | | (600,107) | | | $2.22 |
Unvested at December 31, 2021 | | | 4,306,636 | | | $2.07 |
| | Year ended December 31, 2021 | | | From February 18, 2020 through December 31, 2020 | |
Selling, general and administrative expenses | | | $2,217 | | | $846 |
Product development expenses | | | 268 | | | 70 |
| | $2,485 | | | $916 |
Item 13. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $145,059 |
Accountants’ fees and expenses | | | 60,000 |
Legal fees and expenses | | | 150,000 |
Miscellaneous fees and expenses | | | 50,000 |
Total expenses | | | $405,059 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
(1) | In July 2020, we issued an aggregate of 6,900,000 Tiga Class B Ordinary Shares for a total subscription price of $25,000; and |
(2) | In July 2020, we issued an aggregate of 18,560,000 private placement warrants to Sponsor at a price of $1.00 per private placement warrant, generating gross proceeds of $18,560,000. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
| | | | Incorporated by Reference | |||||||||||
Exhibit | | | Description | | | Schedule/Form | | | File Number | | | Exhibits | | | Filing Date |
| | Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated May 9, 2022. | | | Form 8-K | | | 001-39714 | | | 2.1 | | | November 23, 2022 | |
| | First Amendment to the Agreement and Plan of Merger by and among Tiga Acquisition Corp., Tiga Merger Sub LLC and Grindr Group LLC, dated October 5, 2022. | | | Form 8-K | | | 001-39714 | | | 2.2 | | | November 23, 2022 | |
| | Amended and Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022. | | | Form 8-K | | | 001-39714 | | | 3.1 | | | November 23, 2022 | |
| | Amended and Restated Bylaws of Grindr Inc., dated November 18, 2022. | | | Form 8-K | | | 001-39714 | | | 3.2 | | | November 23, 2022 | |
| | Specimen Common Stock Certificate of Grindr Inc. | | | Form 8-K | | | 001-39714 | | | 4.1 | | | November 23, 2022 | |
| | Specimen Warrant Certificate of Grindr Inc. | | | Form S-1 | | | 001-39714 | | | 4.2 | | | November 23, 2022 | |
| | Warrant Agreement between Grindr Inc. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 23, 2020. | | | Form 8-K | | | 001-39714 | | | 4.3 | | | November 23, 2022 | |
| | Certificate of Corporate Domestication of Tiga, dated November 17, 2022. | | | Form 8-K | | | 001-39714 | | | 4.4 | | | November 23, 2022 | |
5.1*** | | | Opinion of Cooley LLP. | | | | | | | | | ||||
| | Amended and Restated Registration Rights Agreement by and among Grindr Inc., Tiga Sponsor LLC, the independent directors of Tiga, and certain former stockholders of Grindr Group LLC, dated November 18, 2022. | | | Form 8-K | | | 001-39714 | | | 10.1 | | | November 23, 2022 | |
| | Form of Indemnification Agreement of Grindr Inc. | | | Form 8-K | | | 001-39714 | | | 10.2 | | | November 23, 2022 | |
| | Grindr Inc.’s 2022 Equity Incentive Plan and forms of award agreement thereunder. | | | Form 8-K | | | 001-39714 | | | 10.3 | | | November 23, 2022 | |
| | Convertible Promissory Note, between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of March 16, 2022. | | | Form 8-K | | | 001-39714 | | | 10.4 | | | November 23, 2022 | |
| | Payoff Letter between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated November 17, 2022. | | | Form 8-K | | | 001-39714 | | | 10.5 | | | November 23, 2022 |
| | | | Incorporated by Reference | |||||||||||
Exhibit | | | Description | | | Schedule/Form | | | File Number | | | Exhibits | | | Filing Date |
| | Amended and Restated Forward Purchase Agreement, between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated May 9, 2022. | | | Form 8-K | | | 001-39714 | | | 10.6 | | | November 23, 2022 | |
| | Joinder and Assignment Agreement to Amended and Restated Forward Purchase Agreement by and among San Vicente Parent LLC, Tiga Acquisition Corp., and Tiga Sponsor LLC, dated November 10, 2022. | | | Form 8-K | | | 001-39714 | | | 10.7 | | | November 23, 2022 | |
| | First Amendment to the Warrant Agreement between Grindr Inc. and Continental Stock Transfer & Trust Company, as warrant agent, dated November 17, 2022. | | | Form 8-K | | | 001-39714 | | | 10.8 | | | November 23, 2022 | |
| | Credit Agreement, dated as of June 10, 2020, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp., and the other parties thereto, as amended on February 25, 2021. | | | Form S-4/A | | | 333-264902 | | | 10.9 | | | October 31, 2022 | |
| | Amendment No. 1 to the Credit Agreement, dated as of February 25, 2021, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto. | | | Form S-4/A | | | 333-264902 | | | 10.10 | | | October 31, 2022 | |
| | Amendment No. 2 to the Credit Agreement, dated as of June 13, 2022, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto. | | | Form S-4/A | | | 333-264902 | | | 10.11 | | | October 31, 2022 | |
| | Amendment No. 3 to the Credit Agreement, dated as of November 14, 2022, among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp. and the other parties thereto. | | | Form S-1 | | | 333-268782 | | | 10.12 | | | December 13, 2022 | |
| | Letter from WithumSmith+Brown, PC to the SEC, dated November 23, 2022 | | | Form 8-K | | | 001-39714 | | | 16.1 | | | November 23, 2022 | |
| | List of Subsidiaries. | | | Form 8-K | | | 001-39714 | | | 21.1 | | | November 23, 2022 | |
| | Consent of Ernst & Young LLP, independent registered public accounting firm. | | | | | | | | | |||||
| | Consent of Ernst & Young LLP, independent registered public accounting firm. | | | | | | | | | |||||
| | Consent of WithumSmith+Brown, PC, independent registered public accounting firm. | | | | | | | | |
| | | | Incorporated by Reference | |||||||||||
Exhibit | | | Description | | | Schedule/Form | | | File Number | | | Exhibits | | | Filing Date |
23.4*** | | | Consent of Cooley LLP (included in Exhibit 5.1). | | | | | | | | | ||||
| | Power of Attorney. | | | Form S-4/A | | | 333-264902 | | | 24.1 | | | October 31, 2022 | |
| | Filing Fee Table | | | | | | | | | |||||
101.INS | | | XBRL Instance Document. | | | | | | | | | ||||
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | | ||||
101.SCH | | | XBRL Taxonomy Extension Schema Document. | | | | | | | | | ||||
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | ||||
101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | | | | ||||
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | |
* | Filed herewith. |
** | Previously filed. |
*** | To be filed in an amendment. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
†† | Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential. |
(b) | Financial Statement Schedules. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | GRINDR INC. | |
| | ||
| | By: | |
| | ||
| | /s/ Vandana Mehta-Krantz | |
| | Vandana Mehta-Krantz | |
| | Chief Financial Officer |
Signature | | | Title | | | Date |
/s/ George Arison | | | Chief Executive Officer and Director (Principal Executive Officer) | | | |
George Arison | | | ||||
| | | | |||
/s/ Vandana | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | |
Vandana | | | ||||
| | | | |||
| | Chief Product Officer | | | ||
Austin “AJ” Balance | | | ||||
| | | | |||
| | Chairperson of the Board | | | ||
James Fu Bin Lu | | | ||||
| | | | |||
| | Director | | | ||
G. Raymond Zage, III | | | ||||
| | | | |||
| | Director | | | ||
J. Michael Gearon, Jr. | | | ||||
| | | | |||
| | Director | | | ||
Nathan Richardson | | |
| | | | |||
| | Director | | | ||
Daniel Brooks Baer | | | ||||
| | | | |||
| | Director | | | ||
Gary I. Horowitz | | | ||||
| | | | |||
| | Director | | | ||
Meghan Stabler | | | ||||
| | | | |||
| | Director | | | ||
Maggie Lower | | |
*By: | | | /s/ Vandana Mehta-Krantz | | | |
Vandana Mehta-Krantz Attorney-in-fact | | |